Hertz Global Holdings Inc. has entered into a definitive agreement with Carl C. Icahn and affiliated entities under which Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi have been appointed to the Hertz Board of Directors as Class II, Class I and Class I directors, respectively.
Intrieri and Merksamer will be members of the five-person search committee — chaired by Independent Non-Executive Chair Linda Fayne Levinson — leading the process to find a permanent CEO of Hertz, says the company.
As previously announced last week on Sept. 11, Hertz had reached an agreement-in-principle with Icahn, according to the company.
"We have a talented Board with diverse skills and strong voices, all intent on improving Hertz's performance and creating value for all shareholders,” said Levinson. “We welcome Messrs. Intrieri, Merksamer and Ninivaggi to the Board. We are sure their experience and skill will add value, and we look forward to working with them constructively."
In addition, Henry C. Wolf, Barry H. Beracha and Philippe P. Laffont have retired from the Board. The Hertz Board now comprises nine independent directors and will expand to 10 directors upon the appointment of a permanent CEO, says Hertz.
"This is a great outcome for Hertz and its shareholders, and I thank the Hertz Board for taking this important step in putting the company back on track,” said Icahn. “Our director designees look forward to working with Linda and the other Board members to identify a permanent CEO. I'm confident our designees will quickly prove their value to the Board and the company, as they have done on numerous occasions in the past in creating value for all shareholders."
Icahn, together with his affiliates, beneficially owns approximately 38.8 million shares of Hertz common stock, which represents approximately 8.48% of Hertz's outstanding shares, according to Hertz. Icahn has also agreed to vote the shares he controls in support of Hertz's slate of director nominees at the company's 2015 annual meeting.