Date of Report (date of earliest event reported) June 14, 2023 (June 8, 2023)
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
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, 2023.
(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 2023 annual meeting and expiring at the 2024 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 2023 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
25,141,854
580,050
26,882
705,324
Naomi M. Bergman
25,491,855
230,085
26,846
705,324
Jeffrey D. Jones
24,784,461
934,468
29,857
705,324
Bunsei Kure
25,141,741
580,195
26,850
705,324
Sachin S. Lawande
25,499,410
223,387
25,989
705,324
Joanne M. Maguire
25,530,126
191,809
26,851
705,324
Robert J. Manzo
21,967,410
3,751,518
29,858
705,324
Francis M. Scricco
25,324,420
397,424
26,942
705,324
David L. Treadwell
25,180,790
541,146
26,850
705,324
(2) Ratification of the appointment of Deloitte & Touche LLP:
Shares For
Shares Against
Shares Abstain
Broker Non-Votes
25,427,308
1,012,596
14,206
N/A
(3) Provide advisory approval of the Company’s executive compensation:
Shares For
Shares Against
Shares Abstain
Broker Non-Votes
25,089,679
647,817
11,290
705,324
SECTION 8 - OTHER EVENTS
Item 8.01. Other Events.
On June 8, 2023, 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.