ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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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:
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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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86,043,647
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100,731
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79,462
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3,532,390
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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:
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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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84,905,773
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1,062,453
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255,614
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3,532,390
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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:
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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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85,850,178
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373,662
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José María Alapont
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84,533,123
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1,690,717
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Stephen R. D’Arcy
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85,894,294
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329,546
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Vincent J. Intrieri
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85,230,007
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993,833
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Mark H. Rachesky, M.D.
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83,646,382
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2,577,458
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Christian Schulz
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78,439,477
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7,784,363
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Kevin M. Sheehan
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83,779,320
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2,444,520
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Dennis A. Suskind
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85,221,295
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1,002,545
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Janet T. Yeung
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85,963,823
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260,017
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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 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:
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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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85,568,612
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506,638
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148,590
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3,532,390
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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:
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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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89,257,665
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232,903
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265,662
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0
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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.