Hertz Global Holdings Inc. has announced that it reached an agreement-in-principle with Carl C. Icahn and affiliated entities to appoint Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi to the company's Board of Directors as new independent directors.
In connection with the anticipated director appointments, three existing directors will retire from the Board, effective upon the appointments of the new directors, says the company.
In this connection, Icahn has agreed not to run a proxy contest at the Hertz’s 2015 Annual Meeting of Shareholders and to vote in favor of the company's nominees at the annual meeting. Two of the new directors will be part of the five-person search committee, which will lead the search to find a permanent CEO of Hertz, according to the company.
Following the appointments and retirements, Hertz will have a nine-person board, with the board expanded to 10 directors upon the appointment of a CEO, says the company.
"I would like to thank the Hertz Board for acting so expeditiously in agreeing to appoint our three very capable nominees to the Board,” said Icahn. “Since I believe that the most important person at a company is the CEO, I'm especially happy that two of our three nominees will be on the five-person committee to find a permanent CEO.”
Under the agreement-in-principle, the Hertz’s shareholder rights plan will be amended to increase the triggering percentage to 20% and to implement other changes, according to the company.
"The Hertz Board believes that this outcome is in the best interest of the company and all Hertz shareholders,” said Linda Fayne Levinson, independent non-executive chair of the Hertz Board of Directors. “This agreement eliminates distraction and ensures that we stay sharply focused on delivering the significant potential of the business.”