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| ATTORNEYS AT LAW |
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| 777 EAST WISCONSIN AVENUE | |
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| MILWAUKEE, WI 53202-5306 | |
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| 414.271.2400 TEL | |
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| 414.297.4900 FAX | |
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| foley.com | |
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| WRITER’S DIRECT LINE | |
| November 19, 2012 |
| 414.297.5678 |
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| pgquick@foley.com EMAIL | |
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VIA EDGAR |
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| CLIENT/MATTER NUMBER |
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| 061300-1414 |
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: Oshkosh Corporation
Commission File Number: 1-31371
Preliminary Proxy Materials Relating to 2013 Annual Meeting
of Shareholders
Ladies and Gentlemen:
On behalf of Oshkosh Corporation, a Wisconsin corporation (the “Company”), we are transmitting for filing under Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s preliminary proxy statement and form of proxy (the “Preliminary Proxy Materials”) relating to the Company’s 2013 Annual Meeting of Shareholders (the “Annual Meeting”).
On October 26, 2012, the Company received a notice from High River Limited Partnership and certain other entities affiliated with Carl C. Icahn (the “Icahn Group”) stating their intention to propose thirteen director nominees for election at the Annual Meeting. The notice also set forth the Icahn Group’s intention to introduce a proposal to be considered by the shareholders of the Company at the Annual Meeting relating to the repeal of future By-law amendments (the “Icahn Proposal”). The Company is filing the Preliminary Proxy Materials because the Preliminary Proxy Materials contain comments upon and references to the Icahn Group’s “solicitation in opposition” (as defined in Rule 14a-6(a) of the Exchange Act) to the Company’s director nominees for election at the Annual Meeting as well as comments upon and references to the Icahn Proposal, which constitutes a “solicitation in opposition.”
Please be advised that, in accordance with Rule 14a-6(b) of the Exchange Act, the Company intends to release definitive proxy materials on or prior to December 14, 2012 by sending to its shareholders a definitive proxy statement and form of proxy, as well as a copy of the Company’s annual report for the year ended September 30, 2012. To accommodate the Company’s proposed timing for the release of definitive proxy materials, we would appreciate your prompt attention to the Preliminary Proxy Materials. Please direct any communications concerning the Preliminary Proxy Materials to the undersigned at (414) 297-5678 or pgquick@foley.com, to John K. Wilson at (414) 297-5642 or jkwilson@foley.com or to Spencer T. Moats at (414) 319-7343 or smoats@foley.com.
Thank you very much.
| Very truly yours, |
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| /s/ Patrick G. Quick |
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| Patrick G. Quick |
BOSTON BRUSSELS CHICAGO DETROIT |
| JACKSONVILLE LOS ANGELES MADISON MIAMI |
| MILWAUKEE NEW YORK ORLANDO SACRAMENTO |
| SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI |
| SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
U.S. Securities and Exchange Commission
November 19, 2012
cc: Bryan J. Blankfield
Executive Vice President, General Counsel and Secretary
Oshkosh Corporation
Gary P. Cullen
Richard J. Grossman
Skadden, Arps, Slate, Meagher and Flom LLP
Oshkosh Corporation
Working Group