Form 8-K - Current report

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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 10, 2024 (June 6, 2024)

VISTEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-15827

38-3519512

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. 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 communications 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $.01 per share			VC			The NASDAQ Stock Market LLC

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. o

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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 6, 2024.

(b)     At the annual meeting, the stockholders elected the Company’s nine nominees for director to serve for a one-year term beginning at the 2024 annual meeting and expiring at the 2025 annual meeting of stockholders. The stockholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024, approved the Company’s executive compensation, voted in favor of providing an advisory vote on the Company’s executive compensation annually, and approved an amendment to the Company's 2020 Incentive 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
James J. Barrese			22,977,063			737,153			16,551			1,223,653
Naomi M. Bergman			23,632,184			82,163			16,420			1,223,653
Jeffrey D. Jones			22,776,303			937,953			16,511			1,223,653
Bunsei Kure			22,875,514			838,715			16,538			1,223,653
Sachin S. Lawande			23,323,307			390,997			16,643			1,223,653
Joanne M. Maguire			23,537,676			176,637			16,454			1,223,653
Robert J. Manzo			19,544,673			4,169,476			16,618			1,223,653
Francis M. Scricco			23,255,606			458,722			16,439			1,223,653
David L. Treadwell			23,130,027			584,392			16,348			1,223,653

(2)     Ratification of the appointment of Deloitte & Touche LLP:

Shares For			Shares Against			Shares Abstain			Broker Non-Votes
24,770,632			167,526			16,262			N/A

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

Shares For			Shares Against			Shares Abstain			Broker Non-Votes
23,047,079			619,910			63,778			1,223,653

(4) Provide advisory approval of the frequency of the advisory vote on the Company’s executive compensation:

Shares For 1 Year			Shares For 2 Years			Shares For 3 Years			Shares Abstain			Broker Non-Votes
22,881,221			1,683			676,630			171,233			1,223,653

(5) Provide approval of an amendment to the Company’s 2020 Incentive Plan:

Shares For			Shares Against			Shares Abstain			Broker Non-Votes
22,745,734			813,533			171,500			1,223,653

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SECTION 8 - OTHER EVENTS

Item 8.01. Other Events.

On June 6, 2024, 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.

			VISTEON CORPORATION
			By:			/s/Brett D. Pynnonen
						Brett D. Pynnonen
						Senior Vice President and Chief Legal Officer

Date: June 10, 2024                    

Document and Entity Information Document	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	VISTEON CORPORATION
Entity Central Index Key	0001111335
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-15827
Entity Address, Address Line One	One Village Center Drive,
Entity Address, City or Town	Van Buren Township,
Entity Tax Identification Number	38-3519512
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48111
City Area Code	800
Local Phone Number	VISTEON
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	VC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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