Exhibit 3.1
CERTIFICATE OF RETIREMENT
OF
CLASS B COMMON STOCK
OF
NAVISTAR INTERNATIONAL CORPORATION
(Pursuant to Section 243
of the Delaware General Corporation Law)
Navistar International Corporation, a Delaware corporation (the “Corporation”), hereby certifies as follows:
FIRST: Article Fourth of the Corporation’s Restated Certificate of Incorporation authorizes the issuance of 26,000,000 shares of Class B Common Stock, par value $0.10 per share (the “Class B Common Stock”).
SECOND: The Board of Directors of the Corporation has adopted a resolution retiring 25,641,545 shares of Class B Common Stock (the “Retired Shares”).
THIRD: Article Fourth of the Corporation’s Restated Certificate of Incorporation prohibits the reissuance of the Retired Shares.
FOURTH: Pursuant to the provisions of Section 243 of the Delaware General Corporation Law, the authorized number of shares of Class B Common Stock is hereby reduced from 26,000,000 to 358,455 and the total number of authorized shares of stock of the Corporation is hereby reduced accordingly.
FIFTH: That this Certificate of Retirement shall be effective on April 19, 2013.
[Signature page follows]
IN WITNESS WHEREOF, Navistar International Corporation has caused this certificate to be signed by its duly authorized officer on the date set forth below.
| NAVISTAR INTERNATIONAL CORPORATION | ||
| By: | /s/ Curt A. Kramer | |
Name: Title: | Curt A. Kramer Secretary | |
| Dated: | April 19, 2013 | |
