Current Report Filing (8-k)
June 08 2018 - 4:33PM
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 8, 2018 (June 6, 2018)
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
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(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
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(Address of principal executive offices)
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(Zip Code)
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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:
☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in 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
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Submission of Matters to a Vote of Security
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(a) The annual meeting of
stockholders of the Company was held on June 6, 2018.
(b) At the annual meeting, the stockholders elected the Companys
ten nominees for director to serve for a
one-year
term beginning at the 2018 annual meeting and expiring at the 2019 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 2018, approved the Companys executive compensation and voted in favor of providing an advisory vote on the Companys executive
compensation annually. The final voting results are set forth below.
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(1)
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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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James J. Barrese
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25,909,358
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7,173
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470,165
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864,075
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Naomi M. Bergman
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25,615,171
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301,227
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470,298
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864,075
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Jeffrey D. Jones
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25,511,450
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404,943
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470,303
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864,075
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Sachin S. Lawande
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25,913,474
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2,825
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470,397
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864,075
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Joanne M. Maguire
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25,898,181
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18,227
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470,288
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864,075
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Robert J. Manzo
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25,402,706
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513,759
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470,231
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864,075
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Francis M. Scricco
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25,913,191
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3,098
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470,407
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864,075
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David L. Treadwell
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25,244,191
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672,340
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470,165
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864,075
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Harry J. Wilson
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25,527,384
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389,071
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470,241
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864,075
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Rouzbeh Yassini-Fard
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25,896,544
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19,341
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470,811
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864,075
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(2)
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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
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25,988,488
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793,180
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469,103
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N/A
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(3)
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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
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24,286,311
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1,626,268
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474,117
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864,075
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-2-
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(4)
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Provide advisory vote on the frequency of votes on executive compensation:
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Shares For 1 Year
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Shares For 2 Years
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Shares for 3 Years
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Shares Abstain
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Broker Non-Votes
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24,970,818
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3,278
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935,755
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476,845
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864,075
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Consistent with the voting results above, the Company intends to include the advisory vote on the Companys executive
compensation in its proxy materials annually until the next required vote on the frequency of shareholder votes on executive compensation is proposed and evaluated.
SECTION 8 OTHER EVENTS
On June 6, 2018, the Board of Directors of the Company
re-appointed
Mr. Francis M. Scricco as the
non-executive
Chairman of the Board of the Company.
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 8, 2018
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By:
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/s/ Brett D. Pynnonen
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Brett D. Pynnonen
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Senior Vice President and General Counsel
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