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): December 13, 2011

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.)

2701 Navistar Drive Lisle, Illinois	60532
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (331) 332-5000

(Former name or former address, if changed since last report.)

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 December 13, 2011, the Compensation Committee of the Board of Directors (the “Board”) of Navistar International Corporation (the “Corporation”) approved the Annual Incentive Plan Criteria for fiscal year 2012 for certain employees, including its principal executive officer, principal financial officer and other named executive officers (the “2012 Annual Incentive Awards”). The performance criteria applicable to the 2012 Annual Incentive Awards are attached as Exhibit 10.1 to this report and hereby incorporated herein by reference.

On December 12, 2011, the Nominating and Governance Committee of the Board recommended, and on December 13, 2011 the Board approved, the fiscal year 2012 non-employee director stock option grants (the “Non-Employee Director Stock Option Grants”). The terms applicable to the Non-Employee Director Stock Option Grants are attached as Exhibit 10.2 to this report and hereby incorporated herein by reference.

The 2012 Annual Incentive Awards and the Non-Employee Director Stock Option Grants will be awarded under, and are subject to the terms and conditions of, the Corporation’s 2004 Performance Incentive Plan, as amended and restated as of April 19, 2010.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The following documents are filed herewith:

Exhibit No.	Description
10.1	Annual Incentive Award Plan Criteria for fiscal year 2012 for named executive officers.
10.2	Non-Employee Director Stock Option Grants.

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)
	By:	/s/ Andrew J. Cederoth
	Name:	Andrew J. Cederoth
	Title:	Executive Vice President and Chief Financial Officer

Dated: December 19, 2011

EXHIBIT INDEX

Exhibit No.	Description
10.1	Annual Incentive Award Plan Criteria for fiscal year 2012 for named executive officers.
10.2	Non-Employee Director Stock Option Grants.

EX-10.1

EXHIBIT 10.1

Annual Incentive Award Plan Criteria for Fiscal Year 2012 for Named Executive Officers

The Annual Incentive Plan rewards performance based upon segment profit, business unit and individual results. The named executive officers are assigned the following Target Award Percentage of their base salary for fiscal year 2012 Annual Incentive Awards:

Level	Target Award Percentage
CEO	110%
12	75%
11	65%

Awards are based upon the segment profit of our truck, engine, parts and financial services segments and may be adjusted based upon overall business unit and/or individual performance as illustrated in the table below:

Base Salary x Target Award
Percentage x Segment Profit
Factor x Business Unit
/Individual Factor = Final Award

The payout multiple of a participant’s Target Award Percentage, depending upon whether threshold, target, distinguished or super-distinguished performance is achieved is as follows:

Payout Multiple of Target Award Percentage

Threshold	25	%
Target	100	%
Distinguished	150	%
Super-Distinguished	200	%

Segment profit measures the earnings before interest and tax of our truck, engine, parts and financial services segments; our manufacturing margin measures the earnings before interest and tax of our truck, engine and parts segments.

EX-10.2

EXHIBIT 10.2

Non-Employee Director Stock Option Grants

On December 12, 2011, the Nominating and Governance Committee of the Board of Directors recommended, and on December 13, 2011 the Board of Directors approved, the fiscal year 2012 non-employee director stock option grants in the amount and upon the terms and conditions set forth below.

General Terms of Grant:

• Form of grant: Non-qualified stock options.

• Term and vesting of stock options: The stock option grants vest equally over a 3 year period and have a 7 year term.

• Grant date: December 13, 2011.

• Exercise Price for Stock Options: $37.40

• Number of stock options: 5,000