In response to complaints from major investors, Navistar International has named Vincent J. Intrieri and Mark H. Rachesky to the company's board of directors.


The appointment of the new directors is pursuant to an agreement the company entered into with Icahn and MHR. Icahn and MHR agreed they will not run a proxy contest at the 2013 annual meeting and will support the board's nominees, as well as certain other provisions. The full agreements will be filed in a Form 8-K with the Securities and Exchange Commission.

The company also agreed to add a third director to the Navistar Board, who will be designated and mutually agreed upon by Icahn Partners and its affiliated entities and MHR Fund Management LLC and its affiliated entities.

Intrieri and Rachesky will replace Eugenio Clariond and Steven J. Klinger, who have agreed to retire from the Navistar Board of Directors. The mutually agreed upon third director will also replace an existing Navistar director.

The three new directors will stand for election at the company's 2013 Annual Meeting of Shareholders. The board will remain at 10 members so long as either Icahn or MHR continues to have a designee on the board.

Last month activist investor Carl Icahn last month sent an open letter to the Navistar board of directors utging them to offer four seats to shareholders immediately, and threatened a fight if they don't.

The billionaire, who owns nearly 15% of the outstanding stock in the company, expressed "grave concern about the future of Navistar, a company that, in my opinion, has become a poster child for abysmal business decisions and poor corporate governance."

Intrieri has been employed by entities related to Carl C. Icahn since October 1998 in various investment related capacities. Since Jan. 1, 2008, he has served as senior managing director of Icahn Capital L.P., the entity through which Carl C. Icahn manages investment funds.

From 2006 to September 2012, he was a director of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P. In addition, since November 2004, he has been a senior managing director of Icahn Onshore LP. He is currently the chairman of CVR Energy Inc., and also serves on the boards of Federal−Mogul Corp. and Chesapeake Energy Corp.

He is also chairman of the board and a director of PSC Metals Inc. He is a former director of Motorola Solutions Inc., Lear Corp., Dynegy Inc., WCI Communities Inc., WestPoint International Inc., National Energy Group Inc., XO Holdings LLC, American Railcar Industries Inc. and Viskase Companies Inc.

Rachesky is the president of MHR Fund Management LLC, an investment firm he founded in 1996. Rachesky currently serves as chairman of the board of Lions Gate Entertainment Corp., Loral Space & Communications Inc., Telesat Holdings Inc. and Leap Wireless International Inc.

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