Hertz and Carl Icahn execute definitive agreement

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Written by Linda Hohnholz

Hertz Global Holdings Inc. today announced that it has entered into a definitive agreement with Carl C. Icahn and affiliated entities under which Vincent J. Intrieri, Samuel Merksamer and Daniel A.

Hertz Global Holdings Inc. today announced that it has entered into a definitive agreement with Carl C. Icahn and affiliated entities under which Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi have been appointed to the Hertz Board of Directors as Class II, Class I and Class I directors, respectively. Messrs. Intrieri, Merksamer and Ninivaggi have also been appointed as directors to The Hertz Corporation Board of Directors. Messrs. Intrieri and Merksamer will be members of the five-person search committee, chaired by Independent Non-Executive Chair Linda Fayne Levinson, leading the process to find a permanent Chief Executive Officer of Hertz. As previously announced on September 11, 2014, Hertz had reached an agreement-in-principle with Mr. Icahn.

In addition, Henry C. Wolf, Barry H. Beracha and Philippe P. Laffont have retired from the Board. The Hertz Board now comprises nine independent directors and will expand to ten directors upon the appointment of a permanent Chief Executive Officer.

Linda Fayne Levinson, Independent Non-Executive Chair of the Hertz Board of Directors, said, “We have a talented Board with diverse skills and strong voices, all intent on improving Hertz’s performance and creating value for all shareholders. We welcome Messrs. Intrieri, Merksamer and Ninnivaggi to the Board. We are sure their experience and skill will add value, and we look forward to working with them constructively.”

Ms. Levinson continued, “While we welcome our new Board members, we will sorely miss Hank, Barry and Philippe. They are all very talented business leaders who have made valued contributions to the performance of Hertz. On behalf of the whole Board, I would like to thank them for their service.”

Carl C. Icahn commented, “This is a great outcome for Hertz and its shareholders and I thank the Hertz Board for taking this important step in putting the Company back on track. Our director designees look forward to working with Linda and the other Board members to identify a permanent CEO. I’m confident our designees will quickly prove their value to the Board and the Company, as they have done on numerous occasions in the past in creating value for all shareholders.”

Carl C. Icahn, together with his affiliates, beneficially owns approximately 38.8 million shares of Hertz common stock, which represents approximately 8.48% of Hertz’s outstanding shares. Mr. Icahn has also agreed to vote the shares he controls in support of Hertz’s slate of director nominees at the Company’s 2015 Annual Meeting. Mr. Icahn and his affiliates have also agreed to other customary standstill provisions. In addition, the Company’s shareholder rights plan has been amended to increase the triggering percentage to 20%. The complete agreement with Mr. Icahn will be filed on a Form 8-K with the Securities and Exchange Commission.

About Vincent J. Intrieri

Vincent J. Intrieri has been employed by Icahn-related entities since October 1998 in various investment-related capacities. He currently serves on the boards of Navistar International Corporation, Chesapeake Energy Corporation and Transocean Ltd. Mr. Intrieri received his B.S. in Accounting from The Pennsylvania State University (Erie Campus) and was a certified public accountant.

About Samuel Merksamer

Samuel Merksamer is a Managing Director of Icahn Capital. Mr. Merksamer currently serves on the boards of Hologic, Inc., Navistar International Corporation, Transocean Ltd., Ferrous Resources Limited and Talisman Energy Inc. He is a graduate of Cornell University.

About Daniel A. Ninivaggi

Daniel A. Ninivaggi has served as a director of Icahn Enterprises L.P. and its general partner, Icahn Enterprises G.P., Inc., since March 2012. Mr. Ninivaggi has served as a Co-Chief Executive Officer of Federal-Mogul Corporation, a supplier of automotive powertrain and safety components, since February 2014. Mr. Ninivaggi currently serves on the boards of Icahn Enterprises, Federal-Mogul Corporation and Tropicana Entertainment Inc. Mr. Ninivaggi received a B.A. in History from Columbia University in 1986, a Masters of Business Administration from the University of Chicago in 1988 and a J.D. from Stanford Law School in 1991.

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Avatar of Linda Hohnholz

Linda Hohnholz

Editor in chief for eTurboNews based in the eTN HQ.

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