Form 8-K

VISTEON CORPORATION

Date: June 14, 2017

/s/ Brett D. Pynnonen

Brett D. Pynnonen

Senior Vice President and General Counsel

0001193125-17-203561.txt : 20170614 0001193125-17-203561.hdr.sgml : 20170614 20170614164656 ACCESSION NUMBER: 0001193125-17-203561 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170608 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20170614 DATE AS OF CHANGE: 20170614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISTEON CORP CENTRAL INDEX KEY: 0001111335 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 383519512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15827 FILM NUMBER: 17911609 BUSINESS ADDRESS: STREET 1: ONE VILLAGE CENTER DRIVE CITY: VAN BUREN TOWNSHIP STATE: MI ZIP: 48111 BUSINESS PHONE: 800-847-8366 MAIL ADDRESS: STREET 1: ONE VILLAGE CENTER DRIVE CITY: VAN BUREN TOWNSHIP STATE: MI ZIP: 48111 8-K 1 d363383d8k.htm FORM 8-K 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 14, 2017 (June 8, 2017)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07 Submission of Matters to a Vote of Security

(a)	The annual meeting of stockholders of the Company was held on June 8, 2017.

(b) At the annual meeting, the stockholders elected the Company’s ten nominees for director to serve for a one-year term beginning at the 2017 annual meeting and expiring at the 2018 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 2017 and approved the Company’s executive compensation. The final voting results are set forth below.

(1)

Election of directors (majority voting):


Nominee	Shares For	Shares Against	Shares Abstain	Broker Non-Votes
James J. Barrese	27,846,036	3,588	4,094	1,056,045
Naomi M. Bergman	27,847,240	2,512	3,966	1,056,045
Jeffrey D. Jones	27,191,773	658,036	3,909	1,056,045
Sachin S. Lawande	27,845,439	4,182	4,097	1,056,045
Joanne M. Maguire	27,846,012	3,883	3,823	1,056,045
Robert J. Manzo	27,275,260	574,383	4,075	1,056,045
Francis M. Scricco	27,846,225	3,471	4,022	1,056,045
David L. Treadwell	26,715,721	1,134,213	3,784	1,056,045
Harry J. Wilson	27,207,561	642,377	3,780	1,056,045
Rouzbeh Yassini-Fard	27,844,851	4,890	3,977	1,056,045

(2)

Ratification of the appointment of Ernst & Young LLP:

Shares For

Shares
Against

Shares
Abstain

Broker
Non-Votes

27,519,808

1,383,236

6,719

N/A

(3)

Provide advisory approval of the Company’s executive compensation:


Shares For	Shares Against		Shares Abstain		Broker Non-Votes
26,154,777		1,686,751		12,190		1,056,045

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SECTION 8 – OTHER EVENTS

Item 8.01. Other Events.

On June 8, 2017, the Board of Directors of the Company re-appointed Mr. Francis M. Scricco as the non-executive Chairman of the Board of the Company.

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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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