Legendary corporate raider Carl Icahn, who manages Icahn Capital LP, has signed a definitive agreement with Hertz Global Holdings Inc. (NYSE:HTZ) related to appointment of his three independent directors to the company’s board. Under the agreement, Hertz Global Holdings Inc. (NYSE:HTZ) has appointed three of Mr. Carl’s nominees to its board.
In a newly amended filing with the U.S. Securities and Exchange Commission, Mr. Icahn has disclosed entering into a nomination and standstill agreement and a confidentiality agreement with the company. Last week, Mr. Icahn reported in a filing that it reached an agreement-in-principle with Hertz Global Holdings, Inc. (NYSE:HTZ).
The newly-appointed directors were Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi, who were named as class II, class I and class I directors, respectively. They are also named as directors to the company’s board, according to a statement.
In addition, Intrieri and Merksamer will become members of the five-person search committee, chaired by Independent Non-Executive Chair Linda Fayne Levinson, to lead the process to find a permanent chief executive officer (CEO) of Hertz Global Holdings, Inc. (NYSE:HTZ).
In return, Mr. Icahn has agreed to vote the shares he controls in support of Hertz Global Holdings, Inc. (NYSE:HTZ)’s slate of director nominees at the company’s 2015 annual meeting. Mr. Icahn owns 38.80 million shares of Hertz Global Holdings, Inc. (NYSE:HTZ) common stock. The stake is equal to 8.48% of the company’s outstanding shares.
Also, Mr. Icahn and his affiliates have agreed to other customary standstill provisions. The company’s shareholder rights plan has been amended to increase the triggering percentage to 20%.
Following these new appointments, the company’s board now comprises nine independent directors and will expand to 10 directors upon the appointment of a permanent CEO. At the same time, Henry C. Wolf, Barry H. Beracha and Philippe P. Laffont have retired from the board of Hertz Global Holdings, Inc. (NYSE:HTZ).
“I believe Hertz is a great company and a great brand and that the right new CEO will return it to its former glory. We look forward to working with the Hertz Board to create value for all shareholders,” Mr. Icahn said in the press release.
According to Mr. Icahn, his nominees are experienced people that have previously served as board members and will be able to help Hertz Global Holdings, Inc. (NYSE:HTZ) to appoint a new CEO. The former CEO and chairman, Mark Frissora, stepped down from his position at the beginning of September for “personal reasons”, according to a statement.