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

VISTEON CORPORATION

(Exact name of registrant as specified in its charter)

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)

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:

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))

 

 

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SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

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

(b) Effective December 14, 2006, Marla C. Gottschalk resigned from Board of Directors of Visteon Corporation (the “Company”).

(d) On December 14, 2006, Richard J. Taggart and Donald J. Stebbins, the Company’s President and Chief Operating Officer, were elected to the Company’s Board of Directors effective as of December 15, 2006. The Company’s press release relating to the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Mr. Taggart has been appointed to the Audit and Finance Committees of the board. Mr. Taggart will receive an annual board retainer paid equally in cash and stock units as well as an annual cash retainer paid to members of the Audit Committee, each as described in the Company’s 2006 proxy statement.

(e) On December 14, 2006, the Organization and Compensation Committee of the Company’s Board of Directors approved amendments to the Visteon Corporation Pension Parity Plan, the Visteon Corporation Executive Separation Allowance Plan and the Visteon Corporation Supplemental Executive Retirement Plan (collectively, the “Plans”). These deferred compensation plans and programs are more fully described in the Company’s 2006 proxy statement. The amendments provide that, effective December 14, 2006 for benefits commencing on and after January 1, 2007, the benefits payable to an eligible participant (or where applicable, surviving spouse) under the Plans shall be paid in the form of a single lump sum payment on the first day of the seventh month following the participant’s separation from service, or as soon thereafter as practicable; such lump sum payment to be determined by using the discount rates and mortality tables that were used to calculate the obligations for the Plans as disclosed in the Company’s audited financial statements for the year ended immediately prior to the year in which the distribution is paid. The changes were adopted in response to the American Jobs Creation Act of 2004 and related IRS transition guidance.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1

Press release dated December 15, 2006.

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.

EXHIBIT INDEX

Exhibit No.		Description		Page
99.1		Press Release dated December 15, 2006.

Exhibit 99.1

NEWS RELEASE

Visteon names Richard J. Taggart and Donald J. Stebbins to board of directors

VAN BUREN TOWNSHIP, Mich., Dec. 15, 2006 — Visteon Corporation (NYSE: VC) announced today that Richard J. Taggart , executive vice president and chief financial officer for Weyerhaeuser Co, and Donald J. Stebbins, Visteon President and Chief Operating Officer, have been elected to the company’s board of directors, effective Dec. 15, 2006.

Taggart, 64, has spent nearly 30 years in positions of increasing responsibility at Weyerhaeuser, North America’s largest forest products company with 2005 revenue of $22.6 billion. Taggart was named to his current position at Weyerhaeuser in 2003 after serving as vice president, finance; vice president and treasurer; and vice president, investor relations.

“Richard Taggart is an insightful business leader with strong financial knowledge and background,” said Michael F. Johnston, Visteon chairman and chief executive officer. “He will bring a wealth of experience to serve our shareholders well.”

Stebbins, 48, brings more than 20 years business experience in a number of financial and operational roles. He joined Visteon in 2005 from Lear where he last served as president and chief operating officer of the company’s operations in Europe, Asia and Africa. During his tenure at Lear, Stebbins progressed through a variety of senior leadership roles, including serving as senior vice president and chief financial officer.

“Don’s solid understanding of the business dynamics that Visteon must address to succeed has led to significant improvements in our operations,” Johnston said. “He will add valuable perspective to the board as we continue to execute our three-year plan to position Visteon for sustainable success.”

Visteon also announced that Marla C. Gottschalk will be stepping down from the board. Gottschalk, chief executive officer of The Pampered Chef, Inc., has been a Visteon director since March 2003.

“Marla has been a valued member of our board, and Visteon has benefited from her contributions,” Johnston said.

As Visteon’s board of directors continues to evaluate its composition, it expects to increase its size to accommodate another addition to the board in 2007.

Visteon Corporation is a leading global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen, Germany; the company has more than 170 facilities in 26 countries and employs about 46,000 people.

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Visteon news releases, photographs and product specification details
are available at www.visteon.com

Contact(s):
Media Inquiries		Investor Inquiries		Visteon Corporation
Kimberley Goode		Derek Fiebig		One Village Center Drive
734-710-5000		734-710-5800		Van Buren Township, MI 48111
kgoodei@visteon.com		dfiebig@visteon.com		USA