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Navistar Shareholders Reject Teamsters Proposal, Re-Elect Three Incumbents to Board at Annual Meeting

Shareholders also approved an amendment to the company’s restated articles of incorporation to increase the number of authorized shares from 110 million to 220 million, ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2011 and voted in favor of an annual advisory vote on executive compensation.

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WARRENVILLE, Ill. — Navistar International shareholders have voted in support of the company’s compensation practices and rejected a proposal submitted by the International Brotherhood of Teamsters to require shareholder approval for certain future severance agreements with senior executives.

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The company’s board of directors had recommended shareholders vote against the Teamsters proposal because it believes the proposal would limit the company’s ability to provide “reasonable severance benefits to a very limited group of senior executives” after certain events, including a change of control of the company. Less than 32 percent of the shares cast were in favor of the Teamsters proposal, and more than 68 percent of the shares were voted against the Teamsters proposal.

Shareholders at the company’s annual meeting yesterday also re-elected three incumbent directors for additional three year terms. They are:

John Correnti, a director since 1994 and chairman and CEO of Steel Development Company LLC, a steel mill operational and development company.

James Keyes, a director since 2002 and retired chairman of the board of Johnson Controls Inc., an automotive system and facility management and control company.

Daniel Ustian, a director since 2002 and chairman, president and CEO of Navistar International Corp.

In what the company called “another display of the shareholders’ validation and support of the company’s compensation policies,” results from the annual meeting yesterday showed that more than 94 percent of shareholders voted to approve of Navistar’s executive compensation guidelines.

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“Navistar shareholders had their say today regarding the company’s executive pay practices and we believe it is clear that they overwhelmingly approve of our management, directors and executive compensation practices,” Ustian said.

Shareholders also approved an amendment to the company’s restated articles of incorporation to increase the number of authorized shares from 110 million to 220 million, ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2011 and voted in favor of an annual advisory vote on executive compensation. No other proposals were presented for action and approximately 90 percent of all the outstanding common shares of Navistar were voted at yesterday’s meeting.

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