LISLE, Ill. — Navistar International has relented to pressure from its top shareholders and added representatives of those investors to its board.

Vincent Intrieri and Mark Rachesky have been added to Navistar’s board, in place of the retiring Eugenio Clariond and Steven Klinger. The company also agreed to add a third director, who will be agreed upon by Icahn Partners and MHR Fund Management as part of a settlement agreement with the investors.

“We are pleased to have reached an agreement with Icahn and MHR as we believe it is in the best interest of the company and all of its shareholders,” said Michael N. Hammes, Navistar’s independent lead director. 

Lewis B. Campbell, Navistar’s chairman and chief executive officer, added, “Vince and Mark will provide meaningful shareholder representation on the board, and we welcome their insights and look forward to working with them constructively as we continue to execute on our plan to drive long-term profitability and deliver shareholder value. On behalf of the Board, I would also like to thank Eugenio and Steven for their contributions and service to Navistar during their time as directors.”

For his part, Icahn said “I am glad to have reached an agreement that provides strong shareholder representation on the board and look forward to working diligently with the board to enhance value at Navistar.”

Rachesky added, “I am pleased with the favourable outcome of the process which resulted in giving shareholders meaningful board representation. I look forward to working closely with management and other members of the Board of Directors of Navistar to effect the changes necessary to drive value for all shareholders.”

As part of the agreement, Icahn and MHR agreed not to run a proxy contest at the end of the 2013 annual meeting.