UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) May 11, 2005
VISTEON CORPORATION
Delaware | 1-15827 | 38-3519512 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
One Village Center Drive, Van Buren Township, Michigan |
48111 | |||
(Address of principal executive offices) |
(Zip Code) |
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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
- 2 -
SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
In connection with his retirement as the registrants Chairman of the Board, Mr. Peter J. Pestillo will be entitled to post-retirement benefits, such as pension, health care and life insurance, on the same terms and conditions as other salaried employees of the registrant retiring at the same time or as otherwise previously disclosed in the registrants 2005 Proxy Statement. In addition, pursuant to the Visteon 2004 Incentive Plan, Mr. Pestillo will continue to be able to exercise his outstanding stock options until their scheduled expiration date and will receive upon their scheduled vesting a pro rata portion of any restricted stock and restricted stock units previously awarded.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
On May 11, 2005, the registrant issued a press release regarding the election by the registrants Board of Directors on May 11, 2005 of Mr. Michael F. Johnston, President and Chief Executive Officer of the registrant, as Chairman of the Board of Directors effective as of June 1, 2005. Mr. Peter J. Pestillo, Chairman of the Board of Directors of the registrant, will retire from the registrant and resign from the registrants Board of Directors effective as of May 31, 2005. The press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.
A description of certain retirement benefits and compensation for Mr. Pestillo is described under Item 1.01 above and is incorporated herein by this reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
|
Description | |
99.1
|
Press release dated May 11, 2005 |
- 3 -
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 |
||||
Date: May 17, 2005 | By: | /s/ William G. Quigley III | ||
William G. Quigley III | ||||
Vice President, Corporate Controller and Chief Accounting Officer |
Exhibit 99.1
NEWS
RELEASE For Immediate Release
|
Johnston Elected New Chairman of Visteon Board of Directors
VAN BUREN TOWNSHIP, Mich., May 11, 2005 Michael F. Johnston, 57, president and chief executive officer of Visteon Corporation (NYSE: VC), was elected chairman of the board, effective June 1, 2005, by the Visteon Board of Directors at its regularly scheduled meeting. Johnstons new title will be chairman, chief executive officer and president.
Johnston replaces Chairman Peter J. Pestillo, 67, who will retire effective May 31, 2005, and depart from Visteons Board of Directors. Pestillo has served as Visteons chairman since January 2000.
Mike Johnston is one of the most respected executives in the automotive industry. His leadership, integrity and vision will serve Visteon well as the company transitions itself for long-term success in these most challenging times, said William H. Gray, III, chair of the corporate governance and nominating committee of the Visteon Board of Directors. We believe Mikes drive to improve operational performance and his focus on customer service will move Visteon forward to future success. We also want to express our appreciation and gratitude to Pete Pestillo for his leadership through the companys early years.
Johnston was named president and CEO of Visteon in July 2004 after serving as president and chief operating officer since he joined Visteon in 2000. Johnston was elected to the Board of Directors in April 2002.
With nearly three decades of experience in the automotive supplier and aerospace industries, Johnston has extensive expertise in manufacturing, product development, sales and customer relations. He has established a strong track record of delivering on business commitments and improving shareholder value. Prior to joining Visteon in September 2000, Johnston had been with Johnson Controls Inc. since 1989 and held leadership positions of progressively increased responsibility.
Visteon Corporation is a leading, full-service supplier that delivers consumer-driven technology solutions to automotive manufacturers worldwide and through multiple channels within the global automotive aftermarket. Visteon has about 70,000 employees and a global delivery system of more than 200 technical, manufacturing, sales and service facilities located in 24 countries.
Visteon news releases, photographs and product specification details
are available at www.visteon.com
Contact(s): | ||||||
Media Inquiries | Analyst Inquiries | Visteon Corporation | ||||
Kim Welch | Derek Fiebig | One Village Center Drive | ||||
Off.: 734-710-5593 | 734-710-5800 | Van Buren Twp., Mich., 48111 | ||||
Cell: 734-625-8600 | dfiebig@visteon.com | |||||
kwelch5@visteon.com |