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VC > SEC Filings for VC > Form 8-K on 16-Jun-2014All Recent SEC Filings

Show all filings for VISTEON CORP

Form 8-K for VISTEON CORP


16-Jun-2014

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


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

(e) On June 12, 2014, Visteon Corporation (the "Company") and Timothy D. Leuliette, the Company's President and Chief Executive Officer, entered into an amendment to Mr. Leuliette's employment agreement (the "Amendment") to the extend the term thereof through December 31, 2017. Pursuant to the Amendment, Mr. Leuliette will continue to be eligible for annual incentive opportunities, based on a target opportunity of at least 125% of his annual base salary, and will become eligible for long-term incentive opportunities beginning in 2016, based on a target opportunity of at least $5 million. Finally, the Amendment also provides for the elimination of the existing perquisite payment of $60,000 after December 31, 2015, but that Mr. Leuliette's salary would be increased by $30,000 at such time.

The foregoing description of Amendment is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.



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 12, 2014.

(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 2014 annual meeting and expiring at the 2015 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 2014, and approved the Company's executive compensation. The final voting results are set forth below.

(1) Election of directors (majority voting):

                                  Shares         Shares        Shares        Broker
        Nominee                    For           Against      Abstain       Non-Votes
        Duncan H. Cocroft        38,226,127       734,144        7,480       4,017,703
        Jeffrey D. Jones         38,797,340       162,422        7,989       4,017,703
        Timothy D. Leuliette     38,832,716       127,570        7,465       4,017,703
        Robert J. Manzo          38,297,697       662,576        7,478       4,017,703
        Francis M. Scricco       38,833,348       126,926        7,477       4,017,703
        David L. Treadwell       38,225,570       730,360       11,821       4,017,703
        Harry J. Wilson          38,828,999       132,876        5,876       4,017,703
        Yuen Kam Ho, George      38,646,833       313,283        7,635       4,017,703

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

Shares For Shares Against Shares Abstain Broker Non-Votes 41,749,404 1,191,713 44,337 N/A

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

Shares For Shares Against Shares Abstain Broker Non-Votes 34,295,597 4,338,689 333,465 4,017,703

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Item 8.01. Other Events.

On June 12, 2014, 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.



Item 9.01. Financial Statements and Exhibits.

Exhibit
No. Description

10.1 Amendment to Employment Agreement, dated June 12, 2014, between Visteon Corporation and Timothy D. Leuliette.

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