Hertz said Thursday it plans to add three candidates nominated by Carl Icahn to its board of directors in a move that will avert a proxy battle with the activist investor.
The Naples, Florida, company said that three of its current board members will retire when the new appointees take their seats.
Icahn owns about 8.5 percent of Hertz, making him the auto rental company's largest shareholder. He has said he wants to meet with Hertz management to discuss its accounting issues and operating problems.
The agreement comes on the heels of Monday's announcement of the resignation of Hertz Chairman and CEO Mark Frissora. The executive cited personal reasons for his departure.
The Icahn-backed nominees to Hertz's board are Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi.
Hertz said two of the new directors will be part of a five-person search committee to find a successor to Frissora.
The eventual new permanent CEO, who is expected to join the board, plus the new nominees announced Thursday will leave Hertz with a 10-member board of directors.
Hertz also said that under a preliminary agreement it reached with Icahn, it was increasing the threshold for its shareholder rights plan — also known as a poison pill — to 20 percent from 10 percent. Now a person or group would have to amass a 20 percent stake in the company before triggering measures to thwart a hostile takeover.
Shares of Hertz Global Holdings Inc. rose nearly 5 percent in after-hours trading to $29.10 following the announcement of the new board members. They are down 3 percent in the year to date through the close of regular-session trading Thursday.