WARRENVILLE, Ill. — Navistar International has entered into an agreement with investor Carl Icahn and certain of his affiliates to submit a proposal to its shareholders at its 2012 Annual Meeting of Shareholders to de-stagger the board to elect directors on an annual basis. With this agreement, Icahn agreed not to seek board representation at the company’s 2012 Annual Meeting and agreed to vote in favor of the company’s nominees for election at the 2012 Annual Meeting.
 
“Navistar’s Board and management team are committed to acting in the best interests of the company and all its shareholders, and we believe that the annual election of our directors, without a staggered board, further strengthens our corporate governance practices,” said Dan Ustian, Navistar’s chairman, president and CEO. “We also are pleased to have reached an agreement with Mr. Icahn that includes his support for our board nominees for election at our upcoming shareholders meeting.”
 
If approved by the shareholders, Navistar will begin the annual election process starting with the class of three directors up for election at the 2012 Annual Meeting of Shareholders. Instead of three-year terms, each nominee would be elected to a one-year term at the 2012 Annual Meeting and subsequent annual meetings with a majority of the board being elected to a one-year term at the 2013 Annual Meeting, and all nominees being elected on an annualized cycle as of the 2014 Annual Meeting of Shareholders.
 
“We have demonstrated a proven ability to deliver solid earnings, and our future growth prospects are strong in large part due to the strategy and vision of current management and the board,” Ustian said. “We remain intensely focused on delivering value for all shareholders by executing on our strategy, including building a differentiated product offering, enhancing our already strong North American business, growing our global truck and engine businesses, sustaining our global military business and expanding our parts business.”