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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
____________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 10, 2018 (October 8, 2018)
_____________________________________

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NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________________
Delaware
 
1-9618
 
36-3359573
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
 
2701 Navistar Drive
Lisle, Illinois
 
60532
 
 
(Address of principal executive offices)
 
(Zip Code)
 
        
Registrant's telephone number, including area code: (331) 332-5000
_____________________________________

 (Former name or former address, if changed since last report.)
_____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
 
 
 

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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On October 10, 2018, Kevin M. Sheehan was elected to the Board of Directors (the “Board”) of Navistar International Corporation (the “Company”), replacing Daniel A. Ninivaggi who submitted his resignation to the Board on October 8, 2018 effective October 10, 2018. Mr. Sheehan was appointed a member of the Board’s Audit Committee and Compensation Committee, also effective October 10, 2018. Pursuant to a Settlement Agreement effective as of October 5, 2012 entered into by the Company with Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. (collectively, the “Icahn Group”), as amended by Amendment No. 1 to the Settlement Agreement, effective as of July 14, 2013, and Amendment No. 2 to the Settlement Agreement, effective as of September 5, 2016 (collectively, the “Settlement Agreement”), Mr. Sheehan has been designated by the Icahn Group to serve on the Board as an Icahn Nominee (as defined in the Settlement Agreement) as a replacement for Mr. Ninivaggi who was also an Icahn Nominee.
As a director of the Company, Mr. Sheehan will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s annual proxy statement filed with the Securities and Exchange Commission. Currently, this compensation generally consists of an annual retainer in the amount of $120,000 ($20,000 of which is to be paid in the form of restricted stock) and an annual stock option grant of 5,000 options. The initial cash and stock award to be received by Mr. Sheehan will be pro-rated accordingly.
A copy of the press release announcing the election of Mr. Sheehan and the resignation of Mr. Ninivaggi is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(d)
Exhibits
Exhibit No.
  
Description
 
 
99.1
 


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  NAVISTAR INTERNATIONAL CORPORATION
(Registrant)
By:
/s/ Richard E. Bond
Name:
Richard E. Bond
Title:
Corporate Secretary

Dated: October 10, 2018

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Exhibit


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Media contact: Lyndi McMillan, lyndi.mcmillan@navistar.com, 331-332-3181        
Investor contact: Marty Ketelaar, marty.ketelaar@navistar.com, 331-332-2706
Web site: www.Navistar.com/newsroom

KEVIN M. SHEEHAN APPOINTED TO NAVISTAR BOARD OF DIRECTORS
Replaces Daniel A. Ninivaggi

LISLE, Ill. - October 10, 2018 - Navistar International Corporation (NYSE: NAV) today announced that Kevin M. Sheehan has been named to its board of directors, effective immediately. Sheehan replaces Daniel A. Ninivaggi, who resigned from the board after more than a year of service.
Throughout his career, Sheehan has held a number of executive roles in the transportation and gaming industries. Most recently, from August 2016 to June 2018, Sheehan served as the president and chief executive officer of Scientific Games, a gaming and lottery company.
Sheehan has been appointed to the board’s audit and compensation committees.
“We welcome Kevin to the board, and look forward to his experience and fresh insight, which I’m confident will continue to drive shareholder value,” said Troy A. Clarke, Navistar chairman, president and chief executive officer. “I also want to thank Dan for his contributions to our company, and we wish him well in his future endeavors.”
Ninivaggi, the chief executive officer of Icahn Automotive Group LLC and a managing director of Icahn Enterprises L.P.’s Automotive Segment, joined Navistar’s board of directors in August 2017.

More about Kevin M. Sheehan
From February 2015 to August 2016, Sheehan taught full time as the John J. Phelan, Jr. Distinguished Visiting Professor of Business at Adelphi University. Prior to that, he held several senior positions with Norwegian Cruise Line Holdings Ltd. from November 2007 to January 2015, including serving as Chief Executive Officer from November 2007 to January 2015 and President from November 2007 to January 2010. Sheehan also previously served as Chairman of the Board and Chief Executive Officer of Cendant Corporation's Vehicle Services Division, which included global responsibility for Avis Rent A Car, Budget Rent A Car, Budget Truck, PHH Vehicle Management, First Fleet and Wright Express. Sheehan serves on the board of directors for Hertz Global Holdings, Inc., Dave & Buster’s, Inc., and New Media Investment Group Inc. Additionally, he was a director of Bob Evans Farms, Inc. from 2013 to 2017. Sheehan is a graduate of Hunter College and New York University Graduate School of Business and is a Certified Public Accountant.









About Navistar
Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International® brand commercial and military trucks, proprietary diesel engines, and IC Bus brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com.

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