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 10, 2014

 

 

 

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))

 

 

 

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ITEM	5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Navistar International Corporation (the “Company”) held its Annual Meeting of Stockholders on March 10, 2014 (the “Annual Meeting”). 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 following nominees were elected to the Board of Directors to serve a one-year term expiring at the 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualified. There were no abstentions with respect to this matter. There were 4,605,487 broker non-votes with respect to this matter. The results of the voting for the election of directors were as follows:

 

Nominee		Votes For				Votes Withheld
Troy A. Clarke			61,268,617				6,061,888
John D. Correnti			44,718,312				22,612,193
Michael N. Hammes			44,683,942				22,646,563
Vincent J. Intrieri			60,881,152				6,449,353
James H. Keyes			44,667,247				22,663,258
General (Retired) Stanley A. McChrystal			44,822,351				22,508,154
Samuel J. Merksamer			44,782,823				22,547,682
Mark H. Rachesky			59,790,206				7,540,299
Michael F. Sirignano			66,741,267				589,238

The name of 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 Dennis D. Williams. Mr. Williams 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 2. 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, 2014. The results of the voting for the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2014 were as follows:

 

Votes For				Votes Against				Votes Abstained				Broker Non-Vote
	71,566,518				154,307				215,167				0

Proposal 3. The Company’s stockholders approved the non-binding advisory vote on executive compensation. The results of the voting on the non-binding advisory vote on executive compensation were as follows:

 

Votes For				Votes Against				Votes Abstained				Broker Non-Vote
	44,279,936				16,229,682				6,820,887				4,605,487

Proposal 4. The Company’s stockholders approved a stockholder proposal submitted by GAMCO Asset Management, Inc. requesting that the Board of Directors of the Company redeem the rights issued pursuant to the Rights Agreement, dated June 19, 2012, unless the holders of a majority of the outstanding shares of common stock approve the issuance at a meeting of the stockholders held as soon as practical. The results of the voting on the stockholder proposal were as follows:

 

Votes For				Votes Against				Votes Abstained				Broker Non-Vote
	59,021,618				4,591,029				404,913				7,867,737

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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.

 

Dated: March 12, 2014