(Adds details on proxy battle)
NEW YORK, March 6 (Reuters) - Motorola Inc MOT.N said on Thursday its chief marketing officer, Casey Keller, had left in a restructuring at the struggling cell phone maker, which is facing a proxy battle with activist investor Carl Icahn.
The announcement of Motorola's latest management reshuffle comes a day after it recommended shareholders not vote for a slate of four directors proposed by Icahn in Motorola's annual meeting, which it scheduled for May 5.
Motorola said in late January it was looking at options such as splitting off its phone unit, apparently bowing to pressure to split the company from Icahn, who recently upped his stake in Motorola to 6.3 percent from 5 percent.
The company said Keller's job would be absorbed by two executives: Jeremy Dale, marketing chief for the mobile devices unit; and Eduardo Conrado, who will run marketing for the rest of the company, which sells products such as television set-top boxes and wireless network equipment.
Keller joined Motorola in October 2006, around the time Motorola's results started to show signs of weakness.
Motorola, the world's third-biggest mobile phone maker, has been losing market share to rivals such as Nokia and Samsung Electronics Co Ltd (005930.KS) for about a year amid sharp criticism of its cell phone range.
Motorola said Keller's departure was part of restructuring efforts by Chief Executive Greg Brown, who became CEO in January, replacing Ed Zander, who left after the company failed to create a strong successor for its once-lauded Razr phone.
Motorola, which is looking for a full-time leader for its mobile devices business -- now managed by Brown, has warned of a challenging 2008.
Motorola said in its proxy statement that it was not endorsing the four candidates put forward by Icahn. Those are Frank Biondi, who had helped Icahn in a previous proxy battle, William Hambrecht, Lionel Kimerling and Keith Meister.
Instead Motorola is asking shareholders to re-elect its existing directors and to elect Brown for the first time.
The company also proposed a new board member, Anthony Vinciquerra, who is CEO of Fox Networks Group, a News Corp NWSa.N unit. Zander, currently chairman of the board, does not plan to stand for re-election as a director. (Reporting by Sinead Carew; Editing by Andre Grenon and Braden Reddall)