8-K

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): August 16, 2017 (August 14, 2017)

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:

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

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

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

☐ 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.  ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 14, 2017, Daniel A. Ninivaggi was elected to the Board of Directors (the “Board”) of Navistar International Corporation (the “Company”), replacing Samuel J. Merksamer who submitted his resignation to the Board on August 14, 2017 effective immediately. Mr. Ninivaggi was appointed a member of the Board’s Audit Committee and Compensation Committee, also effective August 14, 2017. 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. Ninivaggi 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. Merksamer who was also an Icahn Nominee.

As a director of the Company, Mr. Ninivaggi 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 on December 21, 2016. 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. Ninivaggi will be pro-rated accordingly.

A copy of the press release announcing the election of Mr. Ninivaggi and the resignation of Mr. Merksamer 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	Press Release, dated August 16, 2017 “Daniel A. Ninivaggi Appointed to Navistar Board of Directors”

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/ Walter G. Borst
Name:	Walter G. Borst
Title:	Executive Vice President and Chief Financial Officer

Dated: August 16, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 16, 2017 “Daniel A. Ninivaggi Appointed to Navistar Board of Directors”

EX-99.1

Exhibit 99.1

Navistar International Corporation 2701 Navistar Dr. Lisle, IL 60532 USA P: 331-332-5000 W: navistar.com

Media contact:	Lyndi McMillan, Lyndi.McMillan@Navistar.com, 331-332-3181
Analyst contact:	Marty Ketelaar, Marty.Ketelaar@Navistar.com, 331-332-2706
Web site:	www.Navistar.com/newsroom

DANIEL A. NINIVAGGI APPOINTED TO NAVISTAR BOARD OF DIRECTORS

Replaces Samuel J. Merksamer

LISLE, Ill. — August 16, 2017 — Navistar International Corporation (NYSE: NAV) today announced that Daniel A. Ninivaggi has been named to its board of directors, effective August 14. Ninivaggi, 53, replaces Samuel J. Merksamer, who resigned from the board after more than four years.

Throughout his career, Mr. Ninivaggi has been a director of numerous public and private companies. Currently, he is chief executive officer of Icahn Automotive Group LLC and managing director, Icahn Enterprises L.P.’s Automotive Segment. He previously served as co-chief executive officer and co-chairman of the board of directors of Federal-Mogul Holdings Corporation, and as chief executive officer of Federal-Mogul Motorparts, based in Southfield, Mich., from February 2014 to March 2017. Mr. Ninivaggi previously served as Chief Executive Officer and President of Icahn Enterprises L.P. from 2010 until 2014.

Mr. Ninivaggi has been appointed to the board’s audit and compensation committees.

“We welcome Daniel to the board, and we look forward to his expertise and insights as we continue to execute on our plan to drive long-term profitability and deliver shareholder value,” said Troy A. Clarke, Navistar chairman, president and chief executive officer. “I also want to thank Sam for his many years of distinguished service to our company, and wish him well in his future endeavors.”

Mr. Merksamer joined Navistar’s board of directors in December 2012, when he was serving as a managing director at Icahn Capital LP. He worked at Icahn Capital from 2008 to 2016.

More about Daniel Ninivaggi

From 2010 until 2015, Mr. Ninivaggi held various roles at Icahn Enterprises L.P. and its general partner, Icahn Enterprises G.P. Inc., including director, chief executive officer and president. Mr. Ninivaggi also served as interim president and chief executive officer of Tropicana Entertainment Inc. from 2011 until May 2012. From July 2009 to March 2010, he was Of Counsel to law firm Winston & Strawn LLP, where he had worked as a partner from 1998 to 2003. From 2003 until July 2009, Mr. Ninivaggi served in a variety of executive positions at Lear Corporation. Ninivaggi received a B.A. in history from Columbia University, a master’s degree in business administration from the University of Chicago, and a law degree from Stanford University Law School.

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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