NAVISTAR INTERNATIONAL CORP IL false 0000808450 0000808450 2021-03-02 2021-03-02 0000808450 us-gaap:CommonStockMember 2021-03-02 2021-03-02 0000808450 us-gaap:SeriesDPreferredStockMember 2021-03-02 2021-03-02

 

 

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)

 

 

 

LOGO

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