SECURITIES AND EXCHANGE COMMISSION
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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 December 15, 2020, Janet T. Yeung was elected to the Board of Directors (the “Board”) of Navistar International Corporation (the “Company”), replacing Raymond T. Miller. Mr. Miller submitted his resignation to the Board on December 15, 2020, effective immediately. Ms. Yeung was appointed a member of the Board’s Audit Committee and Compensation Committee, also effective December 15, 2020. Pursuant to a Settlement Agreement effective as of October 5, 2012 entered into by the Company with MHR Holdings LLC, MHR Fund Management LLC, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Advisors LLC, MHR Institutional Advisors III LLC, MHR Institutional Partners III LP and Mark H. Rachesky, M.D. (collectively, the “MHR 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”), Ms. Yeung has been designated by the MHR Group to serve on the Board as a MHR Nominee (as defined in the Settlement Agreement) as a replacement for Mr. Miller who was also a MHR Nominee.
As a director of the Company, Ms. Yeung 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 January 6, 2020. This compensation generally consists of an annual retainer in the amount of $115,000 and an equity retainer paid in restricted stock units that vest on the first anniversary of the grant in the amount of $150,000. The initial cash retainer to be received by Ms. Yeung will be pro-rated accordingly.
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|
|Name:||Walter G. Borst|
Executive Vice President and
Chief Financial Officer
Dated: December 17, 2020