Edgar Filing: VISTEON CORP

VISTEON CORPORATION

Date: June 17, 2013

/s/ Michael K. Sharnas

Michael K. Sharnas

Senior Vice President and General Counsel

FORM 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) June 12, 2013

VISTEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-15827

38-3519512

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


One Village Center Drive, Van Buren Township, Michigan		48111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (800)-VISTEON

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 communication 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))

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2013, the Organization and Compensation Committee of the Board of Directors of Visteon Corporation (the “Company”) approved merit-based increases in the annual base salaries for certain officers of the Company effective July 1, 2013, including the following named executive officers:


Name and Position	Current Annual Base Salary Rate		Revised Annual Base Salary Rate
Timothy D. Leuliette President and Chief Executive Officer	$	1,150,000	$	1,184,500

Jeffrey M. Stafeil Executive Vice President and Chief Financial Officer	$	650,000	$	669,500

Robert C. Pallash Senior Vice President and President, Global Customer Group	£	276,900	£	285,207

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of stockholders of the Company was held on June 13, 2013.

(b) At the annual meeting, the stockholders elected the Company’s eight nominees for director to serve for a one-year term beginning at the 2013 annual meeting and expiring at the 2014 annual meeting of stockholders. The stockholders also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2013, approved the Company’s executive compensation and approved an amendment to the Visteon Corporation Non-Employee Director Stock Unit Plan. The final voting results are set forth below.

(1) Election of directors (majority voting):


Nominee	Shares For		Shares Against		Shares Abstain		Broker Non-Votes
Duncan H. Cocroft		39,437,937		1,746,162		3,454		2,752,463
Jeffrey D. Jones		39,779,844		1,404,167		3,542		2,752,463
Timothy D. Leuliette		41,129,296		55,075		3,182		2,752,463
Robert J. Manzo		41,071,139		112,926		3,488		2,752,463
Francis M. Scricco		41,147,792		36,130		3,631		2,752,463
David L. Treadwell		40,191,574		992,580		3,399		2,752,463
Harry J. Wilson		40,820,374		363,683		3,496		2,752,463
Yuen Kam Ho, George		41,124,699		59,604		3,250		2,752,463

(2) Ratification of the appointment of Ernst & Young LLP:


Shares For	Shares Against	Shares Abstain	Broker Non-Votes
43,558,985	380,444	587	N/A

(3) Provide advisory approval of the Company’s executive compensation:


Shares For	Shares Against	Shares Abstain	Broker Non-Votes
29,832,290	11,349,547	5,716	2,752,463

(4) Approve an amendment to the Visteon Corporation Non-Employee Director Stock Unit Plan:


Shares For	Shares Against	Shares Abstain	Broker Non-Votes
40,147,903	1,036,632	3,018	2,752,463

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SECTION 8 – OTHER EVENTS

Item 8.01.

Other Events.

On June 13, 2013, the Board of Directors of the Company re-appointed Mr. David Treadwell as the non-executive Chairman of the Board and made the following committee assignments.

Audit Committee: Duncan H. Cocroft (Chair), Robert J. Manzo and David L. Treadwell.

Organization and Compensation Committee: David L. Treadwell (Chair), Duncan H. Cocroft and Yuen Kam Ho, George.

Corporate Governance and Nominating Committee: Robert J. Manzo (Chair), Jeffrey D. Jones and Harry J. Wilson.

Finance and Corporate Strategy Committee: Harry J. Wilson (Chair), Jeffrey D. Jones and Yuen Kam Ho, George.

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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.

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