NAPLES, Fla. – Hertz Global Holdings has reached an agreement-in-principle with Carl C. Icahn and affiliated entities to appoint Vincent Intrieri, Samuel Merksamer and Daniel Ninivaggi to the company’s board of directors as new independent directors. In connection with the anticipated director appointments, three existing directors will retire from the board, effective upon the appointments of the new directors.
In connection, Icahn has agreed not to run a proxy contest at the company’s 2015 Annual Meeting of Shareholders and to vote in favor of the company’s nominees at the Annual Meeting. Two of the new directors will be part of the five-person search committee leading the process to find a permanent CEO of Hertz. Following the contemplated appointments and retirements, Hertz will have a nine-person board, with the board expanded to 10 directors upon the appointment of a permanent CEO. Under the agreement-in-principle, the company’s shareholder rights plan will be amended to increase the triggering percentage to 20 percent and to implement other changes. The agreement-in-principle remains subject to negotiation and execution of definitive documentation.
Linda Fayne Levinson, independent non-executive chair of the Hertz Board of Directors, said, “The Hertz Board believes that this outcome is in the best interest of the company and all Hertz shareholders. This agreement eliminates distraction and ensures that we stay sharply focused on delivering the significant potential of the business. Hertz is the clear leader in the rental car industry, and we will continue to take the necessary actions to fix the business. We look forward to executing on our strategic imperatives to create value for all our shareholders.”
Icahn commented, “I would like to thank the Hertz Board for acting so expeditiously in agreeing to appoint our three very capable nominees to the board. Since I believe that the most important person at a company is the CEO, I’m especially happy that two of our three nominees will be on the five-person committee to find a permanent CEO. It should be noted that our three nominees were on the boards and recently involved in identifying and recruiting top CEOs that have been very effective at a number of companies we have made investments in and where all shareholder value has been meaningfully enhanced. I believe Hertz is a great company and a great brand and that the right new CEO will return it to its former glory. We look forward to working with the Hertz Board to create value for all shareholders.”
Once the parties execute definitive documentation, details about the agreement and the amendment to the Rights Plan will be filed on Form 8-K with the Securities and Exchange Commission.
