Proxy Statement
Notice of 2021 Annual Meeting of Stockholders and Proxy Statement The Road Ahead — There are No Boundaries LETTER TO STOCKHOLDERS January 29, 2021 Dear Navistar Stockholder: On behalf of the board of directors (the ‘‘Board’’) of Navistar International Corporation (the ‘‘Company’’ or ‘‘Navistar’’), you are cordially invited to attend our 2021 Annual Meeting of Stockholders (the ‘‘Annual Meeting’’). The Annual Meeting will be held virtually on March 2, 2021, at 11:00 a.m., Central Time. In light of the ongoing coronavirus (‘‘COVID-19’’) pandemic, for the safety of our stockholders and in accordance with federal, state and local guidance limiting group gatherings, the Annual Meeting will be held in a virtual meeting format only, and there will not be a physical meeting location. You will be able to attend, vote and submit questions during the virtual Annual Meeting online by visiting www.virtualshareholdermeeting.com/NAV2021. The Annual Meeting will be held for the purpose of Navistar stockholders considering and voting on the following proposals: • To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of November 7, 2020, as it may be amended from time to time (the ‘‘Merger Agreement’’), by and among the Company, TRATON SE, a Societas Europaea (‘‘Parent’’ or ‘‘TRATON’’), and Dusk Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (‘‘Merger Sub’’); • To consider and vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger; • To elect as directors the nominees named in the accompanying proxy statement; • To consider and vote on a non-binding, advisory vote on executive compensation as disclosed in the accompanying proxy statement; • To ratify the appointment of the Company’s independent registered public accounting firm; and • To approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for the Merger Proposal.
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