Hertz Agrees In Principle With Icahn Over New Directors

(RTTNews) - Car and equipment rental company Hertz Global Holdings Inc (HTZ) said Thursday it has reached an agreement-in-principle with Carl Icahn and affiliated entities to appoint Vincent Intrieri, Samuel Merksamer and Daniel Ninivaggi to the company's board 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.

In this connection, Icahn has agreed not to run a proxy contest at the company's 2015 annual meeting of shareholders and to vote in favor of the company's nominees at the meeting. Two of the new directors will be part of the five-person search committee leading the process to find a permanent CEO of Hertz.

Following the contemplated appointments and retirements, Hertz will have a nine-person board, with the board expanded to 10 directors upon the appointment of a permanent CEO.

Under the agreement-in-principle, the company's shareholder rights plan will be amended to increase the triggering percentage to 20% and to implement other changes. The agreement-in-principle remains subject to negotiation and execution of definitive documentation.

Linda Fayne Levinson, Independent Non-Executive Chair of the Hertz Board of Directors, said, "The Hertz Board believes that this outcome is in the best interest of the Company and all Hertz shareholders. This agreement eliminates distraction and ensures that we stay sharply focused on delivering the significant potential of the business."

Carl Icahn said, "I would like to thank the Hertz board for acting so expeditiously in agreeing to appoint our three very capable nominees to the Board."

Hertz said that once the parties execute definitive documentation, details about the agreement and the amendment to the Rights Plan will be filed with regulators.

On Monday, Hertz said its chairman and CEO Mark Frissora stepped down from the position for personal reasons. The board appointed Brian MacDonald as interim CEO.

In August, Carl Icahn said he acquired an 8.48 percent stake in Hertz and plans to seek board representations as he believes the the care rental company's stock is undervalued.

Icahn said he intended to have discussions with Hertz's board relating to shareholder value, accounting issues, operational failures, under performance relative to its peers and his lack of confidence in management.