2014

ISS Supports Icahn Nominees for Oshkosh Board ISS recommends shareholders vote on the GOLD proxy card

ISS recommends that shareholders DO NOT vote on management's white proxy card

NEW YORK, Jan. 18, 2012 /PRNewswire/ -- Carl Icahn announced today that Institutional Shareholder Services Inc. ("ISS"), an influential and leading proxy voting and corporate governance advisory firm, announced its support for three of Carl Icahn's nominees to Oshkosh Corporation's board of directors.  ISS recommended that shareholders of Oshkosh vote on the GOLD card for Jose Maria Alapont, A.B. Krongard and Samuel Merksamer

In announcing its support, ISS stated, "...the dissidents have focused on the larger strategic vision of optimizing shareholder return, while the board appears to have retreated into a sort of strategic tunnel vision... In light of the qualifications of the nominees, votes on the GOLD card FOR dissident nominees Krongard, Merksamer, and Alapont are recommended because these three nominees appear well-suited to deliver the boardroom change the dissident has demonstrated is necessary."

Mr. Icahn stated, "I am pleased to see that ISS recognizes the need for change at Oshkosh.  Based on their report, it is clear that they conducted a thorough review of the company and the numerous factors involved in the current proxy contest.  The fact that they concluded, and recommended, that the path forward for Oshkosh's board should include shareholder-nominated directors is very good news for all shareholders."

We urge shareholders to vote the GOLD proxy card FOR Alapont, Gustafson, Intrieri, Krongard, Merksamer and Ninivaggi.  Shareholders should be advised that they CANNOT use management's WHITE proxy card to vote for any of Alapont, Gustafson, Intrieri, Krongard, Merksamer or Ninivaggi.  Also, shareholders CANNOT use management's WHITE proxy card to follow the recommendation of ISS.  Shareholders who want to follow the ISS recommendation must use the GOLD proxy card.  Please use the GOLD proxy card to support our nominees. 

If you have any questions about how to vote your shares or require any assistance in executing your proxy, please call the firm assisting us in the solicitation of proxies:

D.F. King & Co., Inc.
Shareholders call toll-free:  (800) 659-5550
Banks and Brokers call collect:  (212) 269-5550

ON DECEMBER 15, 2011, THE PARTICIPANTS (AS DEFINED BELOW) FILED A DEFINITIVE PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, A.B. KRONGARD, VINCENT J. INTRIERI, SAMUEL MERKSAMER, JOSE MARIA ALAPONT, DANIEL A. NINIVAGGI AND MARC F. GUSTAFSON, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, AND BECKTON CORP. (COLLECTIVELY, THE "PARTICIPANTS") FROM THE SHAREHOLDERS OF OSHKOSH CORPORATION FOR USE AT ITS 2012 ANNUAL MEETING OF SHAREHOLDERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY IS AVAILABLE TO SHAREHOLDERS OF OSHKOSH CORPORATION FROM THE PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE AT THE FOLLOWING NUMBERS:  SHAREHOLDERS CALL TOLL−FREE: (800) 659−5550 AND BANKS AND BROKERAGE FIRMS CALL: (212) 269−5550.

 

SOURCE Carl Icahn




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