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) January 6, 2015
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:
| ¨ | 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)) |
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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.
(d) On January 6, 2015, Ms. Joanne M. Maguire and Dr. Rouzbeh Yassini-Fard were elected to the Board of Directors of Visteon Corporation (the “Company”). The Company’s press release relating to the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Ms. Maguire and Dr. Yassini-Fard are expected to be appointed to one or more committees of the Board at a subsequent date. Ms. Maguire and Dr. Yassini-Fard will receive stock unit awards under the Company’s Non-Employee Director Stock Unit Plan and annual cash retainers, each as described in the Company’s 2014 proxy statement.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated January 6, 2015.
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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: January 9, 2015 | By: | /s/ Peter M. Ziparo | ||||
| Peter M. Ziparo | ||||||
| Vice President and General Counsel | ||||||
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EXHIBIT INDEX
| Exhibit No. |
Description |
Page | ||
| 99.1 | Press Release dated January 6, 2015. | |||
Exhibit 99.1
NEWS RELEASE
Visteon Board, Eyeing Growth of Connected Car Market, Appoints Joanne M. Maguire and Rouzbeh Yassini-Fard as Directors
VAN BUREN TOWNSHIP, Mich., Jan. 6, 2015 — Visteon Corporation (NYSE: VC) announced today that Joanne M. Maguire and Rouzbeh Yassini-Fard have been appointed to the company’s board of directors, effective immediately.
Maguire, 60, served as executive vice president of Lockheed Martin Space Systems Company, a provider of advanced technology systems for national security, civil and commercial customers, from July 2006 until she retired in May 2013. Yassini-Fard, 56, an experienced entrepreneur in broadband technology, is the founder and CEO of YAS Capital Partners, a boutique firm specializing in broadband consulting, investment and research founded in 1997. He is known for his pioneering work in cable broadband technology and as the “father of the cable modem.”
“I am delighted to welcome Joanne and Rouzbeh to our board of directors,” said Timothy D. Leuliette, Visteon’s president and CEO. “Their exceptional experience and passion for innovation and technology aligns well with our focus as a global, technology-driven provider of automotive cockpit electronics and connected car services.”
Francis M. Scricco, non-executive chairman of Visteon’s board of directors, said, “Our company is looking for more aggressive ways the Internet of Things can fuel our drive to become a leader in the connected car space. These appointments are directly related to our strategy of continuing to explore additional ways to deliver value for our customers and shareholders.”
Maguire’s experience in the aerospace and defense industry spans three decades. Before joining Lockheed Martin in 2003, she held a succession of increasingly responsible technical and management roles at TRW – culminating as vice president of business development and deputy to the Sector CEO for TRW Space & Electronics, now part of Northrop Grumman.
Maguire also serves on the board of Freescale Semiconductor, Inc. and Charles Stark Draper Laboratory, an independent not-for-profit research and development company. She has a bachelor of science degree in electrical engineering from Michigan State University and a master’s in engineering from UCLA. She is a graduate of the executive program in management at UCLA’s Anderson School of Management and completed the Harvard Program for Senior Executives in National and International Security.
Yassini-Fard’s YAS Capital’s investment arm has successfully nurtured and assisted more than a dozen start-up companies to further fuel the connected world’s blending of data, voice and video services and applications. In addition to his role at YAS Capital Partners, Yassini-Fard is executive director of the University of New Hampshire Broadband Center of Excellence, an interdisciplinary initiative devoted to the advancement of broadband Internet technology and services. He is known for his pioneering work in cable broadband technology as the founder and CEO of LANcity and as a prominent contributor to the CableLabs Data over Cable Services Interface Specifications (DOCSIS), a pillar of today’s broadband industry.
Yassini-Fard has served as a member of the board of directors of LANcity, Broadband Access Systems and TrueChat (all of which have since been acquired by other companies), and Entropic Communications. He has an honorary doctorate in science and a bachelor of science in electrical engineering from West Virginia University, an honorary doctorate from Merrimack College, and an equivalent MBA from General Electric’s financial management program. He is the author of Planet Broadband (2004), a humanized look at broadband technology and its contributions to society.
With the appointments, Visteon’s board now consists of 10 directors, nine of whom are external and independent. Leuliette is the board’s only internal director.
About Visteon
Visteon Corporation is a global automotive supplier that designs, engineers and manufactures innovative products for nearly every vehicle manufacturer worldwide. Visteon delivers value for its customers and shareholders through two technology-focused core businesses: vehicle cockpit electronics and thermal energy management. Visteon owns 70 percent of Halla Visteon Climate Control Corp., one of only two global full-line automotive thermal management suppliers. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Chelmsford, UK; Visteon has approximately 26,000 employees at facilities in 29 countries. Visteon had sales of $7.4 billion in 2013. Learn more at www.visteon.com.
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Contact:
Media:
Jim Fisher
734-710-5557
jfishe89@visteon.com
Investors:
Bob Krakowiak
734-710-5793
bkrakowi@visteon.com