Navistar International Corp. (NYSE:NAV) decided to avoid a proxy fight with activist investors, Carl Icahn and Mark Rachesky, who demanded changes in the board of directors of the company.

Navistar International Corp (NYSE:NAV) agreed to appoint three new members to the company’s board of directors, including Vincent J. Intrieri and Mark H. Rachesky.  Icahn Partners and MHR Fund Management LLC will choose the third board of directors member.

Navistar logo

Intrieri and Raschesky will replace Eugenio Clariond and Mr. Steven J. Klinger, who agreed to retire from their positions while the third director will also replace one of the current directors of Navistar.

Icahn and Raschesky agreed that they would not engage in a proxy fight against Navistar International Corp (NYSE:NAV) during the company’s 2013 annual meeting. The two shareholders also agreed to support the nominees of the board of directors, along with a few other provisions.

In a statement, Icahn said, “I am glad to have reached an agreement that provides strong shareholder representation on the Board, and look forward to working diligently with the Board to enhance value at Navistar.”

Raschesky also expressed that he is pleased with the result of their agreement with Navistar International Corp (NYSE:NAV), which provides shareholders meaningful representation in the company’s board. He said, “I look forward to working closely with management and other members of the Board of Directors of Navistar, to effect the changes necessary to drive value for all shareholders.”

Meanwhile, the Navistar chairman and chief executive officer said, “Vince and Mark will provide meaningful shareholder representation on the Board, and we welcome their insights and look forward to working with them constructively, as we continue to execute our plan to drive long-term profitability and deliver shareholder value.  On behalf of the Board, I would also like to thank Eugenio and Steven for their contributions and service to Navistar International Corp (NYSE:NAV) during their time as directors.”

Last month, Icahn criticized the appointment of Lewis Campbell as Chairman and CEO of Navistar. He described the decision as “worse and ill-advised.” He also threatened to stage a proxy war against the board of directors of the company, if they would not listen to the recommendations of the shareholders. Navistar accused Icahn of “threats, attacks, and disruptions”, in response to his criticisms.

Icahn holds approximately a 15 percent stake in Navistar International Corp (NYSE:NAV). The stock value of the company is up by 6.41 percent to $22.57 per share during the morning trading at the New York Stock Exchange on Monday.

Tags: