Oshkosh confirms receipt of director nomination notice from Carl Icahn


Oshkosh Corporation acknowledged that certain funds affiliated with Carl Icahn have submitted to the company a notice of intent to nominate a slate of candidates to replace the entire Oshkosh board of directors at the company’s 2013 annual meeting of shareholders. The company noted that Icahn’s unsolicited tender offer to acquire any and all outstanding shares of Oshkosh is conditioned on Icahn’s slate of nominees being elected to the Oshkosh board in its entirety, and that his slate is a vehicle to carry out his self-serving agenda. Oshkosh issued the following statement: "Oshkosh believes that shareholders should be aware that Mr. Icahn selected a slate of friends, employees and affiliates so that they are focused on serving only one agenda – Carl Icahn’s – particularly since most of them either are dependent on Mr. Icahn for their livelihood or have fiduciary duties to Icahn Enterprises or its affiliates. Notably, 12 of his 13 intended nominees are employees or affiliates of Icahn-controlled entities or are repeat nominees of Mr. Icahn from previous Icahn-led proxy fights, and four are from Mr. Icahn’s slate that Oshkosh shareholders rejected at the Company’s 2012 Annual Meeting." The company will review the nomination notice and will provide shareholders with proxy materials, including a WHITE proxy card, in connection with the 2013 annual meeting of shareholders in due course.

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