NAV DEF 14A DEF-14A Report Feb. 16, 2010 | Alphaminr
NAVISTAR INTERNATIONAL CORP

NAV DEF 14A Report ended Feb. 16, 2010

NAVISTAR INTERNATIONAL CORP
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PROXIES
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TABLE OF CONTENTS
PART ONE ATTENDANCE AND VOTING MATTERSFrequently Asked Questions regarding Attendance and VotingPART TWO PROPOSALS AND CORPORATE GOVERNANCE INFORMATIONCorporate Governance GuidelinesBoard of Directors Proposal 1 Election of DirectorsRelated Party Transactions and Approval PolicyDirector Independence DeterminationsNominating DirectorsBoard Meetings, Communications and CommitteesCode of ConductAudit Committee ReportIndependent Registered Public Accounting Firm Fee Information Proposal 2 Ratification of Independent Registered Public Accounting Firm2004 Performance Incentive Plan Proposal 3 Approval of an amendment to our 2004 Performance Incentive Plan to increase the number of shares available for issuance thereunder from 3,250,000 to 5,750,000 Proposal 4 Approval of an amendment to our 2004 Performance Incentive Plan to modify the performance measuresPART THREE OTHER IMPORTANT INFORMATIONPersons Owning More than Five Percent of Navistar Common StockNavistar Common Stock Owned by Executive Officers and DirectorsCompensationCompensation Discussion & AnalysisCompensation Committee ReportExecutive Compensation TablesCompensation of DirectorsEquity Compensation Plan InformationOther MattersSection 16(a) Beneficial Ownership Reporting ComplianceAvailability of Form 10-K and Annual Report to StockholdersMatters Raised at the Meeting not Included in this Proxy StatementAdmission & Ticket Request ProcedureAppendix A 2004 Performance Incentive Plan A-1Appendix B Total Compensation by Industry Executive 2009 B-1