8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2009

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9618	36-3359573
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois	60555
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (630) 753-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 24, 2009, Mr. William H. Osborne was elected to the Board of Directors (the “Board”) of Navistar International Corporation (the “Company”) as a Class II director, effective upon the previously announced retirement of Mr. Y. Marc Belton from the Board. Mr. Osborne was also appointed a member of the Board’s Finance Committee.

As a director of the Company, Mr. Osborne will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on January 16, 2009. This compensation generally consists of an annual retainer in the amount of $60,000 ( ¹/4 of which is to be paid in the form of restricted stock), meeting attendance fees of $1,500 for each Board or Committee meeting and an annual stock option grant of 4,000 shares. The initial cash and stock award to be received by Mr. Osborne will be pro-rated accordingly. A copy of the press release announcing Mr. Osborne’s election is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
99.1	Press Release

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NAVISTAR INTERNATIONAL CORPORATION
	Registrant
Date: August 27, 2009	/s/ Andrew J. Cederoth
	Andrew J. Cederoth Principal Financial Officer

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EX-99.1

Exhibit 99.1

Media Contact:	Roy Wiley, 630-753-2627
Investor Contact:	Heather Kos, 630-753-2406
Web site:	www.Navistar.com/newsroom

WILLIAM H. OSBORNE NAMED TO NAVISTAR BOARD OF DIRECTORS

WARRENVILLE, Ill. (August 27, 2009) – Navistar International Corporation (NYSE: NAV) announced today that William H. Osborne, president and chief executive officer of Federal Signal Corporation (NYSE: FSS) and a veteran automotive industry executive, has been named to its board of directors.

Osborne, 49, replaces Marc Belton on the Navistar board of directors. Belton, an executive vice president at General Mills, Inc., previously announced that he would leave the Navistar board in August. Osborne has been appointed to be a member of Navistar’s finance committee.

A veteran of more than 30 years in the automotive industry, Osborne was named to his present position with Federal Signal, a $1 billion manufacturer and marketer of fire, safety and municipal infrastructure equipment, in September 2008.

Prior to joining Federal Signal in September 2008, Osborne served in a number of senior-level positions with Ford Motor Company. Most recently, Osborne served as president and chief executive officer of Ford of Australia. Previously, he served as president and chief executive officer of Ford of Canada. Osborne’s earlier assignments included a variety of roles in product design, development and engineering. Prior to joining Ford, Osborne held positions at Chrysler and General Motors.

“We are fortunate that Bill is joining the Navistar board of directors,” said Daniel C. Ustian, Navistar chairman, president and chief executive officer. “His manufacturing and automotive experience and expertise will be of great value to Navistar as we continue to diversify and expand globally into new marketplaces. I also want to personally thank Marc Belton for his 10 years of distinguished service to our company. His knowledge, dedication and expertise have been invaluable to Navistar as we continue to grow and we wish him the best in his future endeavors.”

About Navistar

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International^® brand commercial and military trucks, MaxxForce^® brand diesel engines, IC Bus™ brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse^® brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com/newsroom.

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