Navistar adds 2 with Icahn ties to its board

Associated Press Modified: October 8, 2012 at 4:15 pm •  Published: October 8, 2012
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LISLE, Ill. (AP) — Heading off a proxy war, heavy truck and engine company Navistar is adding a colleague of activist investor Carl Icahn and a former protege of his to its board.

Shares of Navistar added $1.60, or 7.5 percent, to close at $22.81 Monday. Over the past year, the stock has traded in a range of $19.79 to $48.18.

Navistar International Corp. said Monday that Mark Rachesky and Vincent Intrieri are now board members. Intrieri works for Icahn Capital LP. Rachesky runs MHR Fund Management LLC, a hedge fund that increased its stake in Navistar over the summer. Icahn Capital and MHR each own a nearly 15 percent stake in Navistar.

The Lisle, Ill., company will add one more new director, to be approved by both Icahn and Rachesky, to its board.

Rachesky and Intrieri replace Eugenio Clariond and Steven Klinger, who have agreed to retire from the board. Clariond, retired CEO of steel producer IMSA S.A., was a director since 2002. Klinger, the former president and chief operating officer of packaging company Smurfit-Stone Container Corp., was a director since 2008.

The third new director will replace an as-yet unnamed board member.

As part of the agreement to appoint Rachesky, Intrieri and the third director, Navistar said Icahn and Rachesky have agreed that they won't force a proxy fight at its 2013 annual shareholders meeting, and that they will support the board's nominees.

Analyst Stephen Volkmann of Jefferies & Co. said the activist investors now have a significant, but not controlling, position on Navistar's board.

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