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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On June 14, 2007, the Board of Directors of Visteon Corporation (the “Company”) approved amendments to the Visteon Corporation 2004 Incentive Plan (the “Incentive Plan”) and the Visteon Corporation Employees Equity Incentive Plan (the “EEI Plan”; and, together with the Incentive Plan, the “Plans”). The amendments to the Plans add flexibility in the consideration the Company may accept upon exercise of employee stock options, including the surrender of shares of common stock of the Company that have been held for less than six months, to reflect recent changes to applicable accounting rules.

     The foregoing description of the amendments to the Plans is qualified in its entirety by reference to the text of the respective amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Amendment to the Visteon Corporation 2004 Incentive Plan, effective as of June 14, 2007.
10.2		Amendment to the Visteon Corporation Employees Equity Incentive Plan, effective as of June 14, 2007.

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
10.1		Amendment to the Visteon Corporation 2004 Incentive Plan, effective as of June 14, 2007.
10.2		Amendment to the Visteon Corporation Employees Equity Incentive Plan, effective as of June 14, 2007.

Exhibit 10.1

Amendment to

Visteon Corporation 2004 Incentive Plan
(Effective as of June 14, 2007)

     Subsection 7(f)(2)of the Visteon Corporation 2004 Incentive Plan is hereby amended to read as follows:

     (2) Subject to applicable law and/or accounting expense implications, the consideration to be paid for shares of Stock purchased upon exercise of an Option granted hereunder shall be determined by the Committee, which, in addition to any other types of consideration the Committee may so determine, may include the acceptance of the following: (i) cash, (ii) the delivery or surrender of shares of Stock (including the withholding of Stock otherwise deliverable upon exercise of the Option), (iii) a “cashless” sale and remittance procedure executed through a broker-dealer, or (iv) any combination of the foregoing methods of payment. Any such shares of Stock so delivered or surrendered shall be valued at their Fair Market Value on the date of such exercise. The Committee shall determine whether and if so the extent to which actual delivery of share certificates to the Company shall be required.

Exhibit 10.2

Amendment to

Visteon Corporation Employees Equity Incentive Plan
(Effective as of June 14, 2007)

     Subsection 4(e)(2) of the Visteon Corporation Employees Equity Incentive Plan is hereby amended to read as follows:

     (2) Subject to applicable law and/or accounting expense implications, the consideration to paid for shares of Stock purchased upon exercise of an Option granted hereunder shall be determined by the Administrator, which, in addition to any other types of consideration the Administrator may so determine, may include the acceptance of the following: (i) cash, (ii) the delivery or surrender of shares of Stock (including the withholding of Stock otherwise deliverable upon exercise of the Option), (iii) a “cashless” sale and remittance procedure executed through a broker-dealer, or (iv) any combination of the foregoing methods of payment. Any such shares of Stock so delivered or surrendered shall be valued at their Fair Market Value on the date of such exercise. The Administrator shall determine whether and if so the extent to which actual delivery of share certificates to the Company shall be required.