Oshkosh shareholders reject most Icahn nominees

Fri Jan 27, 2012 4:11pm GMT

Quotes

   

* "At least" 12 of 13 management nominees elected to board

* One of six seats contested by Icahn too close to call

* Icahn owns stake in Navistar, seeks merger

(Updates with results of voting)

By Scott Malone

OSHKOSH, Wis., Jan 27 (Reuters) - Oshkosh Corp (OSK.N) shareholders handed a defeat to activist investor Carl Icahn on Friday, electing "at least" 12 of the 13 management-backed nominees to the company's board.

Just one of six seats contested by Icahn was too close to call, the company said, reporting the results of the voting at the annual shareholder meeting.

U.S. truckmaker said it was still completing a full counting of votes and will report the results for the last board seat within four business dates.

"We thank all our shareholders for their participation throughout this process and appreciate the support of those who voted to elect the company's director nominees," the company said in a statement issued after the close of the annual meeting.

During the meeting, Icahn was represented by Samuel Merksamer, a managing director at Icahn Partners and one of Icahn's nominees to the board. Merksamer spoke briefly to read the name of Icahn's slate and to thank shareholders.

Oshkosh shares were up 3 cents to $24.83 in early trading.

Icahn holds stakes of roughly 10 percent in both the Oshkosh, Wisconsin-based company and rival Navistar International Corp (NAV.N). He said in December he would like to see the companies merge. He has also called on Oshkosh to consider selling its JLG aerial lift business and pay down debt.

Oshkosh has said its executives have met Icahn multiple times and he has not proposed "substantive ideas" that would benefit all shareholders.

The maker of fire trucks, cement mixers and military vehicles contends it had no contact with Icahn prior to his June disclosure in a filing with the U.S. Securities and Exchange Commission that he had a 9.5 percent stake in Oshkosh.

"RAIDER" IMAGE

The annual meeting, which ran a half-hour and drew a crowd of several hundred shareholders, was held at a museum dedicated to the history of experimental aircraft, with shareholders sitting under historic planes hung from the hall's ceiling.

Oshkosh shares have fallen about 32 percent over the past year, while the broad Standard & Poor's 500 index .SPX is up 3 percent. Navistar has declined 30 percent.

Icahn nominated a slate of six directors to Oshkosh's 13-member board. The six included three staffers of his Icahn Enterprises investment firm -- Merksamer, Vincent Intrieri and Daniel Ninivaggi. The others were Chief Executive Jose Maria Alapont of Icahn-backed Federal-Mogul Corp (FDML.O), consultant Marc Gustafson, and former Central Intelligence Agency executive director A.B. Krongard.

One of three major proxy advisory firms, Institutional Shareholder Services, this month backed three of the Icahn nominees: Alapont, Krongard and Merksamer. Two other proxy advisers, Glass Lewis & Co and Egan-Jones Proxy Service, backed the existing Oshkosh board.

Several shareholders at the meeting said they were wary of Icahn.

"I think Icahn is a raider and I don't think it's necessary to go with that," said Eugene Miller, a 76-year-old retiree who lives in Oshkosh. He added that he has many friends and family that work for the company and worries that Icahn's plans could harm the local economy.

"I think our directors can handle any situation, and I don't see how his know anything about the company," Miller said.

Icahn has found a warmer welcome for his approach to Oshkosh rival Navistar.

The Warrensville, Illinois-based company agreed in November to phase out its staggered board structure, which allowed directors to serve for overlapping three-year terms, in favor of one-year terms for all 10 members of the board. In return, Icahn agreed not to nominate his own slate of directors.

Oshkosh directors already stand for one-year terms.

Navistar CEO Dan Ustian told Reuters in December that he believed there could be a rationale for merging the companies and said he had listened to Icahn's ideas, but would not give him special treatment.

"I don't see that really it's any different than any other shareholder that wants a return," Ustian said of Icahn. "He's got 10 percent so we have to pay attention to him, but it's no different than anyone else. If we give them a return, they'll be happy with it."

(Reporting By Scott Malone; editing by John Wallace)

((scott.malone@thomsonreuters.com)(+1 617 856 4342)(Reuters Messaging: scott.malone.thomsonreuters.com@reuters.net)) Keywords: OSHKOSH/

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