* Board tells shareholders to 'disregard' Icahn salvo
* CEO Szews declines raise, equity compensation
* Top execs could get up to $39 mln in change of control
Nov 21 Oshkosh Corp's board of
directors has told shareholders to "disregard" an opposition
proxy statement from Carl Icahn, setting up a potential battle
between the Wisconsin-based truck maker and the billionaire
investor at the company's upcoming annual meeting.
Investment funds affiliated with Icahn accumulated a 9.5
percent stake in Oshkosh earlier this year and then he
nominated six associates to the board in early November.
In its preliminary proxy statement, sent to shareholders
late last week, the board said it "recommends a vote 'for' the
election of each of the board's nominees... and urges you not
to sign or return or vote any proxy card sent to you by the
The board said Chief Executive Charles Szews has declined
taking a raise and equity compensation this year in light of
tough market conditions. However, he and other top executives
could be in line for nearly $40 million in payouts if they were
terminated without good cause under a change in company
"Responding to proxy contests and other actions by activist
shareholders can be costly and time-consuming, (can) disrupt
our operations and (can) divert the attention of management and
our employees," the company said.
While Icahn has been mostly silent on his plans for
Oshkosh's future direction, his move to purchase about 10
percent of its rival Navistar International Corp in
October fueled speculation that he wants to merge Oshkosh with
another player in the truck sector.
Icahn recently forged a pact with Navistar officials that
potentially eases the path for an eventual merger with another
Icahn officials did not immediately return calls seeking a
comment. Icahn's timetable for sending proxy materials to
Oshkosh shareholders is unclear.
The date of the annual meeting has not yet been set,
although the event could take place in late January or early
February in Oshkosh, Wisconsin, if the company follows its
Oshkosh shares were down 5 percent to $19.72 in early
afternoon trading on Monday, and have lost over 40 percent this