Current Report Filing (8-k)
June 15 2015 - 8:33AM
Edgar (US Regulatory)
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 11, 2015
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-15827 |
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38-3519512 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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One Village Center Drive, Van Buren Township, Michigan |
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48111 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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)) |
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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.
(b) On June 11, 2015, Visteon Corporation (the Company) approved the departure from the Company of Mr. Michael J.
Widgren, the Senior Vice President, Corporate Controller and Chief Accounting Officer, effective as of June 12, 2015.
Mr. Widgren will receive
the benefits as provided under his Change in Control Agreement, the 2012 Visteon Executive Severance Plan and other existing plans of the Company, as substantially described in the Companys 2015 proxy statement.
(c) On June 11, 2015, the Company appointed Ms. Stephanie Marianos as the Chief Accounting Officer of the Company effective as of June 11,
2015. Ms. Marianos will receive an annual base salary of $240,000 and be eligible for awards under the Companys annual incentive bonus and long-term incentive programs at target opportunities of 35% and 65% of her annual base salary,
respectively. Ms. Marianos will continue participate in the other existing plans and benefit programs of the Company.
Stephanie S Marianos has been
Visteons Chief Accounting Officer since June 11, 2015 and Assistant Corporate Controller since July 2014. Prior to that, she was Associate Director, Corporate Finance since May 2012, Associate Director, Corporate Accounting since April
2008 and Senior Manager, Corporate Accounting since joining the Company in September 2005. Before joining Visteon, she was an independent accounting consultant serving manufacturing, insurance and health care companies. Ms. Marianos began her
career at Ernst & Young LLP and is a certified public accountant.
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 11, 2015.
(b) At the annual meeting, the stockholders elected the Companys ten nominees for director to serve for a
one-year term beginning at the 2015 annual meeting and expiring at the 2016 annual meeting of stockholders. The stockholders also ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting
firm for fiscal year 2015, approved the Companys executive compensation, approved amendments to the 2010 Incentive Plan, and approved a non-binding shareholder proposal relating to proxy access. The Companys non-binding proposal relating
to proxy access was not approved at the meeting. The final voting results are set forth below.
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(1) |
Election of directors (majority voting): |
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Nominee |
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Shares For |
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Shares Against |
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Shares Abstain |
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Broker Non-Votes |
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Duncan H. Cocroft |
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31,496,481 |
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232,459 |
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18,585 |
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5,460,220 |
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Jeffrey D. Jones |
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31,657,908 |
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70,894 |
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18,723 |
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5,460,220 |
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Timothy D. Leuliette |
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31,716,206 |
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12,254 |
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19,065 |
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5,460,220 |
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Joanne M. Maguire |
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31,705,412 |
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23,442 |
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18,671 |
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5,460,220 |
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Robert J. Manzo |
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31,374,969 |
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353,877 |
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18,679 |
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5,460,220 |
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Francis M. Scricco |
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31,719,354 |
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9,427 |
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18,744 |
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5,460,220 |
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David L. Treadwell |
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31,488,425 |
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240,379 |
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18,721 |
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5,460,220 |
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Harry J. Wilson |
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31,563,318 |
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57,485 |
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126,722 |
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5,460,220 |
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Rouzbeh Yassini-Fard |
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31,718,632 |
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9,877 |
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19,016 |
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5,460,220 |
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Yuen Kam Ho, George |
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31,591,601 |
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137,068 |
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18,856 |
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5,460,220 |
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(2) |
Ratification of the appointment of Ernst & Young LLP: |
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Shares For |
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Shares Against |
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Shares Abstain |
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Broker Non-Votes |
36,185,920 |
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1,006,269 |
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15,556 |
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N/A |
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(3) |
Provide advisory approval of the Companys executive compensation: |
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Shares For |
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Shares Against |
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Shares Abstain |
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Broker Non-Votes |
30,716,547 |
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413,160 |
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617,818 |
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5,460,220 |
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(4) |
Approve amendments to the Visteon Corporation 2010 Incentive Plan: |
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Shares For |
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Shares Against |
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Shares Abstain |
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Broker Non-Votes |
30,788,722 |
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342,481 |
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616,322 |
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5,460,220 |
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(5) |
Approve the Companys non-binding proposal relating to proxy access: |
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Shares For |
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Shares Against |
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Shares Abstain |
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Broker Non-Votes |
6,584,307 |
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24,546,934 |
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616,284 |
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5,460,220 |
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(6) |
Consideration of a stockholders proposal relating to proxy access: |
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Shares For |
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Shares Against |
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Shares Abstain |
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Broker Non-Votes |
23,553,248 |
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7,574,138 |
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620,139 |
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5,460,220 |
SECTION 8 OTHER EVENTS
On June 11, 2015, the Board of Directors of the Company re-appointed
Mr. Francis M Scricco as the non-executive Chairman of the Board of Directors 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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VISTEON CORPORATION |
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Date: June 15, 2015 |
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By: |
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/s/ Peter M. Ziparo |
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Peter M. Ziparo |
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Vice President and General Counsel |
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