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VC > SEC Filings for VC > Form 8-K on 17-Jun-2013All Recent SEC Filings

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Form 8-K for VISTEON CORP


17-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securi


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On June 12, 2013, the Organization and Compensation Committee of the Board of
Directors of Visteon Corporation (the "Company") approved merit-based increases
in the annual base salaries for certain officers of the Company effective July
1, 2013, including the following named executive officers:



                                            Current Annual         Revised Annual
  Name and Position                        Base Salary Rate       Base Salary Rate
  Timothy D. Leuliette
  President and Chief Executive Officer   $        1,150,000     $        1,184,500

  Jeffrey M. Stafeil
  Executive Vice President
  and Chief Financial Officer             $          650,000     $          669,500

  Robert C. Pallash
  Senior Vice President and President,
  Global Customer Group                             276,900               285,207



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 13, 2013.

(b) At the annual meeting, the stockholders elected the Company's eight nominees for director to serve for a one-year term beginning at the 2013 annual meeting and expiring at the 2014 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 2013, approved the Company's executive compensation and approved an amendment to the Visteon Corporation Non-Employee Director Stock Unit 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
Duncan H. Cocroft                 39,437,937              1,746,162                  3,454                2,752,463
Jeffrey D. Jones                  39,779,844              1,404,167                  3,542                2,752,463
Timothy D. Leuliette              41,129,296                 55,075                  3,182                2,752,463
Robert J. Manzo                   41,071,139                112,926                  3,488                2,752,463
Francis M. Scricco                41,147,792                 36,130                  3,631                2,752,463
David L. Treadwell                40,191,574                992,580                  3,399                2,752,463
Harry J. Wilson                   40,820,374                363,683                  3,496                2,752,463
Yuen Kam Ho, George               41,124,699                 59,604                  3,250                2,752,463

(2) Ratification of the appointment of Ernst & Young LLP:

Shares For Shares Against Shares Abstain Broker Non-Votes 43,558,985 380,444 587 N/A

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

Shares For Shares Against Shares Abstain Broker Non-Votes 29,832,290 11,349,547 5,716 2,752,463

(4) Approve an amendment to the Visteon Corporation Non-Employee Director Stock Unit Plan:

Shares For Shares Against Shares Abstain Broker Non-Votes 40,147,903 1,036,632 3,018 2,752,463

- 2 -




Item 8.01. Other Events.

On June 13, 2013, the Board of Directors of the Company re-appointed Mr. David Treadwell as the non-executive Chairman of the Board and made the following committee assignments.

Audit Committee: Duncan H. Cocroft (Chair), Robert J. Manzo and David L. Treadwell.

Organization and Compensation Committee: David L. Treadwell (Chair), Duncan H. Cocroft and Yuen Kam Ho, George.

Corporate Governance and Nominating Committee: Robert J. Manzo (Chair), Jeffrey D. Jones and Harry J. Wilson.

Finance and Corporate Strategy Committee: Harry J. Wilson (Chair), Jeffrey D. Jones and Yuen Kam Ho, George.

- 3 -


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