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): March 3, 2021 (March 2, 2021)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10	NAV	New York Stock Exchange
Cumulative convertible junior preference stock, Series D (par value $1.00)	NAV-D	New York Stock Exchange

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Navistar International Corporation, a Delaware corporation (the “Company”), held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on March 2, 2021. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter.

Proposal 1. The Company’s stockholders approved the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 7, 2020, by and among the Company, TRATON SE, a Societas Europaea (“Parent”), and Dusk Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company in the Merger as a wholly owned indirect subsidiary of Parent (the “Merger Proposal”). The results of the voting on the Merger Proposal were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Vote
86,043,647	100,731	79,462	3,532,390

Proposal 2. The Company’s stockholders approved the non-binding advisory vote of certain compensation arrangements for the Company’s named executive officers in connection with the Merger. The results of the voting for this proposal were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Vote
84,905,773	1,062,453	255,614	3,532,390

Proposal 3. The following nominees were elected to the Board of Directors of the Company to serve a one-year term expiring at the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified. There were no abstentions with respect to this matter. There were 3,532,390 broker non-votes with respect to this matter. The results of the voting for this proposal were as follows:

Nominee	Votes For	Votes Withheld
Troy A. Clarke	85,850,178		373,662
José María Alapont	84,533,123		1,690,717
Stephen R. D’Arcy	85,894,294		329,546
Vincent J. Intrieri	85,230,007		993,833
Mark H. Rachesky, M.D.	83,646,382		2,577,458
Christian Schulz	78,439,477		7,784,363
Kevin M. Sheehan	83,779,320		2,444,520
Dennis A. Suskind	85,221,295		1,002,545
Janet T. Yeung	85,963,823		260,017

The remaining director who did not stand for election at the Annual Meeting and whose term of office as a director continued after such meeting is Jeffrey A. Dokho. Mr. Dokho fills a seat that is appointed by the United Automobiles, Aerospace and Agricultural Implement Workers of America (the “UAW”) and is not elected by stockholders. His term of office continues until his removal by the UAW.

Proposal 4. The Company’s stockholders approved the non-binding advisory vote on executive compensation. The results of the voting for this proposal were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Vote
85,568,612	506,638	148,590	3,532,390

Proposal 5. The Company’s stockholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2021. The results of the voting for this proposal were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Vote
89,257,665	232,903	265,662	0

Proposal 6. The sixth proposal at the Annual Meeting was the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal. Because there were sufficient votes at the Annual Meeting to approve the Merger Proposal, the Company’s stockholders were not asked to vote with respect to this proposal at the Annual Meeting.

ITEM 8.01 OTHER EVENTS.

On March 2, 2021, the Company issued a press release announcing that the Company’s stockholders approved the Merger Proposal. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release, dated March 2, 2021, “Navistar Stockholders Approve Acquisition by TRATON”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 3, 2021

EX-99.1

Exhibit 99.1

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

Media contacts:	Bre Whalen, Breana.Whalen@navistar.com, 331-332-3056
	Kate Beers, KBeers@BrunswickGroup.com, 917-257-4179
Investor contact:	Marty Ketelaar, Marty.Ketelaar@navistar.com, 331-332-2706
Web site:	www.Navistar.com

NAVISTAR STOCKHOLDERS APPROVE ACQUISITION BY TRATON

Stockholders Approve All Proposals at 2021 Annual Meeting

LISLE, Ill. – March 2, 2021 – Navistar International Corporation (“Navistar”) (NYSE: NAV), a leading U.S. truck maker, announced that, at its annual meeting of stockholders held today, stockholders approved TRATON’s proposal to acquire all of the outstanding common shares of Navistar at a price of USD 44.50 per share in cash. The transaction remains subject to regulatory approvals and the satisfaction of customary closing conditions. Navistar continues to expect that the transaction will be completed in mid-2021.

Navistar stockholders also voted at the meeting to approve all other proposals, including two non-binding proposals regarding executive compensation arrangements, the election of Navistar directors, and the ratification of Navistar’s independent registered public accounting firm.

Navistar will file the final vote results for the annual meeting with the U.S. Securities and Exchange Commission on a form 8-K.

About Navistar

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International^® brand commercial 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.

Forward-Looking Statements

Certain statements in this press release, that are not purely historical, may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” or other similar expressions may identify such forward-looking statements.

Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over which Navistar has no control. These factors, risks and uncertainties include, but are not limited to, the following: (i) conditions to the completion of the proposed acquisition may not be satisfied or the regulatory approvals required for the proposed acquisition may not be obtained on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement and Plan of Merger, dated as of November 7, 2020, by and among Navistar, TRATON SE, a Societas Europaea and Dusk Inc., a Delaware corporation (the “Merger Agreement”); (iii) the effect of the announcement or pendency of the proposed acquisition on Navistar’s business relationships, operating results, and business generally; (iv) risks that the proposed acquisition disrupts Navistar’s current plans and operations and potential difficulties in Navistar’s employee retention as a result of the proposed acquisition; (v) risks related to diverting management’s attention from our ongoing business operations; (vi) potential and existing litigation that may be instituted, or has been instituted, against Navistar or its directors or officers related to the proposed acquisition or the Merger Agreement; (vii) the amount of the costs, fees, expenses and other charges related to the proposed acquisition; and (viii) such other factors as are set forth in Navistar’s periodic public filings with the Securities and Exchange Commission (“SEC”), including but not limited to those described under the headings “Risk Factors” and “Forward Looking Statements” in its Form 10-K for the fiscal year ended October 31, 2020, which was filed with the SEC on December 17, 2020, the definitive proxy statement on Schedule 14A, which was filed with the SEC on January 29. 2021, in connection with the proposed acquisition and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov.

Forward-looking statements reflect the views and assumptions of management as of the date of communication with respect to future events. Navistar does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by Navistar or any other person that the events or circumstances described in such statement are material.

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XML

Document and Entity Information	Mar. 02, 2021
Document And Entity Information [Line Items]
Entity Registrant Name	NAVISTAR INTERNATIONAL CORP
Entity Address, State or Province	IL
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Entity Central Index Key	0000808450
Document Type	8-K
Document Period End Date	Mar. 02, 2021
Entity Incorporation State Country Code	DE
Entity File Number	1-9618
Entity Tax Identification Number	36-3359573
Entity Address, Address Line One	2701 Navistar Drive
Entity Address, City or Town	Lisle
Entity Address, Postal Zip Code	60532
City Area Code	(331)
Local Phone Number	332-5000
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Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.10
Trading Symbol	NAV
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Cumulative convertible junior preference stock, Series D (par value $1.00)
Trading Symbol	NAV-D
Security Exchange Name	NYSE