Current Report Filing (8-k)
February 15 2018 - 7:02AM
Edgar (US Regulatory)
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): February 15, 2018 (February 13, 2018)
NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-9618
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36-3359573
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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2701 Navistar Drive
Lisle, Illinois
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60532
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company (as defined in Section 2(a)(19) of the Securities
Act). Yes ☐ No ☒
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 7(a)(2)(B) of the Securities
Act. Yes ☐ No ☐
ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Navistar International Corporation (the
Company) held its 2018 Annual Meeting of Stockholders (the Annual Meeting) on February 13, 2018. 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 of the Company (the Board) to serve a
one-year
term expiring at the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified. There were no abstentions with respect to this matter. There were 3,594,328 broker
non-votes
with respect to this matter. The results of the voting for the election of directors were as follows:
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Nominee
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Votes For
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Votes Withheld
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Troy A. Clarke
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87,943,912
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635,706
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José María Alapont
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88,313,288
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266,330
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Stephen R. DArcy
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88,238,831
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340,787
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Matthias Gründler
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86,030,888
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2,548,730
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Vincent J. Intrieri
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87,832,713
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746,905
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Daniel A. Ninivaggi
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88,090,152
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489,466
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Mark H. Rachesky, M.D.
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85,493,772
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3,085,846
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Andreas H. Renschler
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83,709,694
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4,869,924
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Michael F. Sirignano
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88,147,511
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432,107
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Dennis A. Suskind
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88,334,296
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245,322
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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 2
. The Companys 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:
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Votes For
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Votes Against
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Votes
Abstained
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Broker
Non-Vote
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87,541,783
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800,588
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237,247
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3,594,328
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Proposal 3.
The Companys stockholders approved the material terms of the performance measurements and goals set
forth in our 2013 Performance Incentive Plan. The results of the voting on the material terms of the performance measurements and goals set forth in our 2013 Performance Incentive Plan were as follows:
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Votes For
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Votes Against
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Votes
Abstained
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Broker
Non-Vote
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87,871,074
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561,151
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147,393
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3,594,328
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Proposal 4
. The Companys stockholders approved the ratification of the appointment of KPMG LLP as the
Companys independent registered public accounting firm for the fiscal year ending October 31, 2018. The results of the voting for the ratification of the appointment of KPMG LLP as the Companys independent registered public
accounting firm for the fiscal year ending October 31, 2018 were as follows:
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Votes For
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Votes Against
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Votes
Abstained
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Broker
Non-Vote
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91,866,196
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173,661
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134,089
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0
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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.
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NAVISTAR INTERNATIONAL CORPORATION
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(Registrant)
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By:
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/s/ Walter G. Borst
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Name:
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Walter G. Borst
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Title:
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Executive Vice President and Chief Financial Officer
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Dated: February 15, 2018
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