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): December 8, 2015
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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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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On December 8, 2015, the Compensation Committee of the Board of Directors of Navistar International Corporation (the “Company”)
approved an amendment to the Revised Restated and Amended Executive Severance Agreement (the “ESA”) with two named executive officers: Walter G. Borst, Executive Vice President and Chief Financial Officer, and William R. Kozek, President,
Truck and Parts of Navistar, Inc., the Company’s principal operating subsidiary (each an “NEO”). The amendment provides that for the purpose of determining the entitlement of the NEO to benefits under certain Navistar, Inc.
supplemental retirement plans in the event of a Change in Control (as defined in the ESA), the NEO shall be deemed to have the greater of either (i) eighteen (18) additional months of age and pension service credit or (ii) the number
of additional months of age and pension service credit the NEO needs to attain the five (5) years of credited service required to vest in those supplemental retirement plans. As a result of the amendment, in the event of a Change in Control the
NEO will be deemed to have attained the requisite five (5) years of credited service to vest in the designated supplemental retirement plans. The preceding summary of the amendment to the ESA for the two NEOs is qualified in its entirety by
reference to the complete Form of First Amendment to Executive Severance Agreement attached as Exhibit 10.93 to this report and incorporated herein by reference.
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ITEM 7.01.
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REGULATION FD DISCLOSURE.
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In accordance with General Instruction B.2. to Form 8-K,
the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a filing.
Navistar International Corporation (the
“Company”), one of the nation’s largest combined commercial truck, school bus and mid-range diesel engine producers, will present via live web cast its fiscal 2015 fourth quarter financial results on Thursday, December 17
th
. A live web cast is scheduled at approximately 9:00 AM Eastern. Speakers on the web cast will include Troy Clarke, President and Chief Executive Officer and Walter Borst, Executive Vice President
and Chief Financial Officer, and other company leaders.
The web cast can be accessed through a link on the investor relations page of
Company’s web site at
http://www.navistar.com/navistar/investors/webcasts
. Investors are advised to log on to the website at least 15 minutes prior to the start of the web cast to allow sufficient time for downloading any necessary
software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of at least 12 months.
Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International® brand
commercial and military trucks, proprietary diesel engines, and IC Bus™ brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is
available at
www.navistar.com
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ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits.
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Exhibit
No.
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Description
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The following documents are filed herewith:
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Exhibit 10.93
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Form of First Amendment to Executive Severance Agreement
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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/ W
ALTER
G. B
ORST
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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: December 10, 2015
Exhibit 10.93
FIRST AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT
THIS FIRST AMENDMENT
is entered into this [DATE] by and between Navistar International Corporation (“NIC”), a Delaware
corporation, its principal operating subsidiary, Navistar, Inc. (“Navistar”), a Delaware corporation (collectively, NIC and Navistar are referred to hereinafter as the “Company”), and [NAME], (hereinafter the
“Executive”).
WHEREAS,
Company and the Executive (collectively the “Parties” or individually a
“Party”) are parties to an Executive Severance Agreement and its Attachments, amended and restated as of [DATE], which was accepted by the Executive on [DATE] and [IS EFFECTIVE/WILL BE EFFECTIVE] as of [DATE] (collectively, the
“ESA”); and
WHEREAS,
the Parties wish to amend the ESA to modify Paragraphs 5(b)(iii) and 5(c) of the ESA.
NOW, THEREFORE,
in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows:
1. Effective upon the Parties’ execution of this First Amendment to Executive
Severance Agreement, Paragraph 5(b)(iii) of the ESA shall be amended to read as follows
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A lump sum cash amount paid on the Payment Date in an amount equal to the excess of (A) the present value of the Executive’s
aggregate vested accrued benefits (if any) as of date of Termination under the NAVISTAR INC. Managerial Retirement Objective Plan (the “MRO”) and Supplemental Executive Retirement Plan (the “SERP”), as each may be amended from
time to time, including any successor plans thereto, (collectively, the “Supplemental Plans”) in which the Executive was participating either immediately before the Change in Control, as of the date of the Executive’s Termination,
determined after giving the Executive the greater of either (i) eighteen (18) additional months of age and pension service credit; or (ii) the number of additional months of age and pension service credit the Executive needs to
attain the five (5) years of credited service required to vest in the Supplemental Plans
, over (B) the present value as of date of Termination of the Executive’s aggregate accrued benefits (if any) to which the Executive is or may
become otherwise entitled to receive under the Supplemental Plans after giving effect to paragraph 5(c) below (the excess shall be referred to as the “Supplemental Payment”);
provided
, that for purposes of this paragraph 5(b)(iii)
only, the
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The modified clauses of Paragraphs 5(b)(iii) and 5(c) are underlined for purposes of clarity in this First Amendment to Executive Severance Agreement
only.
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Change in Control under this document also constitutes a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company
under Section 409A of the Code (a “409A Change in Control”); provided, further, that for purposes of this paragraph 5(b)(iii) only, the Executive’s Termination under paragraph 4(b) (and excluding a Termination under paragraph
4(d)) that occurs during the eighteen (18) month period immediately after the 409A Change in Control. The present values shall be determined using actuarial assumptions and discount rates under the NAVISTAR INC. Retirement Plan for Salaried
Employees, as may be amended from time to time (the “RPSE”) as in effect immediately before the Change in Control as in effect as of the date of the Executive’s Termination. For the avoidance of doubt, the Supplemental Payment shall
be in addition to (and not in lieu of) the accrued benefits (if any) to which the Executive is or may become otherwise entitled to receive under the Supplemental Plans.
2. Effective upon the Parties’ execution of this First Amendment to Executive Severance Agreement, Paragraph 5(c) of the ESA shall be amended to read as
follows:
With respect to the Supplemental Plans, if a Termination of Executive’s employment occurs under paragraph 4(b) above, then
(i) the Executive shall be deemed to have been terminated for reasons other than Cause (for this purpose only, as defined in the applicable plan); (ii)
if, as of the date of Termination, the Executive has accrued less than five
(5) years of Credited Service (as defined in the applicable plan) for the purpose of Section 10 of the MRO and Section 9 of the SERP, the Company shall deem the Executive to have attained the requisite five (5) years of Credited
Service (as defined in the applicable plan) for the purpose of Section 10 of the MRO and Section 9 of the SERP as of the Executive’s date of termination
, and (iii)
if, as of the date of Termination, the Executive has
accrued less than five (5) years of Credited Service (as defined in the applicable plan) under the NAVISTAR INC. Supplemental Retirement Accumulation Plan (the “SRAP”), the Company shall deem the Executive to have attained the
requisite five (5) years of Credited Service (as defined in the applicable plan)
, and the Executive’s account(s) will become vested and nonforfeitable under the SRAP;
provided
, that for purposes of this paragraph 5(c)(i) and
(ii) only, the Change in Control constitutes a 409A Change in Control;
provided, further
, that for purposes of this paragraph 5(c)(i) and (ii) only, that for purposes of this paragraph 5(b)(iii) only, the Executive’s
Termination under paragraph 4(b) (and excluding a Termination under paragraph 4(d)) that occurs during the eighteen (18) month period immediately after the 409A Change in Control. For the avoidance of doubt, accrued benefits (if any) to which
the Executive is or may become otherwise entitled to receive under the Supplemental Plans and the SRAP shall be in addition to (and not in lieu of) the Supplemental Payment.
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3. Except as provided herein, all terms and conditions of the ESA, amended and restated as of [DATE], remain the
same.
The signatures below signify that both the Executive and Company understand and accept all of the above terms relating to the First Amendment to
Executive Severance Agreement.
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NAVISTAR INTERNATIONAL CORPORATION
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By:
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Date Signed:
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NAVISTAR, INC.
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By:
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Date Signed:
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[NAME]
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Date Signed:
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Page 3 of 3