He replaces Diane Gulyas, who retired after serving three years as a board member. Merksamer's appointment to the board and Gulyas's retirement are effective Dec. 10, maintaining the total number of Navistar board members at 10, nine of whom are independent.
The appointment of Merksamer represents the third board member appointment to the agreement the company entered into with Icahn Partners and its affiliated entities and MHR Fund Management LLC and its affiliated entities.
In September, Carl Icahn wrote an open letter to the Navistar board of directors, pointing out that he and three other shareholders hold almost 60% of the stock and that it was "outrageous" that the board had not reached out to those major stockholders. He urged the board to "permit the voices of shareholders to be heard directly at the board level by making four board seats available to shareholders immediately," and threatened a fight if they didn't.
The company struck a deal where Icahn and MHR agreed they will not run a proxy contest at the 2013 annual meeting and will support the board's nominees, in exchange for Navistar replacing three board members.
"We welcome Sam to the board and we look forward to his insights as we continue to execute on our plan to drive long-term profitability and deliver shareholder value," said Lewis B. Campbell, Navistar's chairman and chief executive officer.
Merksamer is a managing director at Icahn Capital LP, where he has served since 2008. He is responsible for identifying, analyzing and monitoring investment opportunities and portfolio companies for Icahn Capital. He also serves as a director of Viskase Companies Inc., American Railcar Industries Inc., Federal-Mogul Corp. and CVR Energy Inc.
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