Hertz Global Holdings Inc. reached an agreement in principle with billionaire investor Carl Icahn to appoint three directors to the board of the rental-car company in place of current members.

Hertz will add Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi to the board, and three current directors will retire. Two of the new directors will be among five board members on a committee to search for a new chief executive officer.

In return, Icahn agreed not to seek board representation and to vote in favor of company nominees for election at Hertz’s 2015 annual meeting, the rental-car company said in a statement. As part of the settlement, the threshold for triggering the company’s shareholder-rights plan was raised to 20 percent from 10 percent. Icahn and associates hold about 8.5 percent.

The company said on Sept. 8 that its chief executive officer, Mark Frissora, stepped down after investors had pushed for his removal, citing accounting and operational missteps. Frissora left both the chairman and CEO roles for personal reasons, the Naples, Florida-based company said in a statement.

To contact the reporter on this story: Mark Clothier in Southfield, Michigan at mclothier@bloomberg.net.

To contact the editor responsible for this story: Jamie Butters at jbutters@bloomberg.net.

Photo Credit: A Hertz sign is seen outside a rental car office in Ferndale, Michigan, on May 9, 2011. Rebecca Cook / Reuters Rebecca Cook / Reuters