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
Date of Report (Date of earliest event reported) June 12, 2014
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) |
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:
¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
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 Companys President and Chief Executive Officer, entered into an amendment to Mr. Leuliettes 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. Leuliettes 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 Companys 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 Companys independent registered public accounting firm for fiscal year 2014, and approved the Companys executive compensation. 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 |
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 Companys 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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SECTION 8 OTHER EVENTS
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.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
Exhibit |
Description | |
10.1 | Amendment to Employment Agreement, dated June 12, 2014, between Visteon Corporation and Timothy D. Leuliette. |
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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: June 16, 2014 | By: | /s/ Peter M. Ziparo | ||||
Peter M. Ziparo | ||||||
Vice President and General Counsel |
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EXHIBIT INDEX
Exhibit |
Description |
Page | ||
10.1 | Amendment to Employment Agreement, dated June 12, 2014, between Visteon Corporation and Timothy D. Leuliette. |
- 5 -
EXHIBIT 10.1
VISTEON CORPORATION
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the Amendment) is made and entered into on June 12, 2014, by and between Visteon Corporation, a Delaware corporation (the Company) and Timothy D. Leuliette (the Employee).
RECITALS
WHEREAS, the Company and the Employee entered into an Employment Agreement on September 30, 2012 (the Agreement); and
WHEREAS, the Company and the Employee now wish to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follow:
1. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings ascribed to such terms in the Agreement.
2. The first three sentences of Section 2 of the Agreement (Employment Term) are hereby amended and restated to read as follows:
The Company agrees to employ the Employee pursuant to the terms of this Agreement, and the Employee agrees to be so employed, for a term commencing on the Effective Date and extending through December 31, 2017 (the Term). Notwithstanding the forgoing, the Employees employment hereunder may be earlier terminated in accordance with Section 7 hereof, subject to Section 8 hereof. If the Term is not earlier terminated in accordance with Section 7 hereof, it will automatically terminate on December 31, 2017 without further action by the Company or the Employee unless they have, before that date, mutually agreed to an extension of the Term.
3. Section 3 of the Agreement (Base Salary) is hereby amended by adding the following sentence to the end thereof:
Effective as of January 1, 2016, the Company will increase the base salary in effect as of such date by an annual rate of $30,000.
4. The first sentence of Section 4 of the Agreement (Annual Incentive Opportunity) is hereby amended and restated to read as follows:
During the Employment Term, the Employee shall have an annual incentive opportunity, under the Companys annual incentive plan in effect from time to time for its senior officers, based on a target incentive opportunity of at least 125% of the Employees Base Salary, subject to the attainment of one or more pre-established performance goals established by the Board (or a committee thereof) in its sole discretion.
5. Section 5 of the Agreement (Initial Equity Grant and Sign-on Payment) is hereby amended by adding new paragraph (c) as follows:
(c) The Employee shall be eligible to receive long-term incentive awards under the Companys long-term incentive program to be granted in each of 2016 and 2017, based on a target incentive opportunity of at least $5 million. Such long-term incentive awards are to be comprised of 50% performance stock units, 25% time-based restricted stock units (together, the LTI Units) and 25% stock options (which shall expire on December 31, 2020) (the LTI Options). Notwithstanding anything to the contrary, so long as the Employees employment shall have continued through December 31, 2017, upon the Employees termination from the Company other than for Cause (i) the LTI Units shall continue to vest in accordance with their terms and (ii) the LTI Options shall continue to vest and be exercisable in accordance with their terms.
6. The last sentence of Section 6(b) of the Agreement (Perquisites) is hereby amended and restated to read as follows:
In addition, during the Employment Term, the Employee shall participate in the Companys Executive Perquisite Program up to a maximum of $60,000 per calendar year (the Perquisite Payment), in accordance with the terms and conditions of such program as in effect from time to time; provided, however, that the Employee shall no longer receive Perquisite Payments after December 31, 2015.
7. Except as modified by this Amendment, the Agreement shall remain in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
COMPANY | ||
By: | /s/ Peter M. Ziparo | |
Its: | Vice President & General Counsel | |
EMPLOYEE | ||
/s/ Timothy D. Leuliette | ||
TIMOTHY D. LEULIETTE |