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) March 4, 2016
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)) |
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.
(b) On March 4, 2016, Visteon Corporation (the “Company”) approved the departure from the Company of Mr. Peter M. Ziparo, Vice President and General Counsel, effective as of March 31, 2016. Mr. Ziparo will receive the benefits as provided under his Change in Control Agreement and other existing plans and award agreements of the Company, as substantially described in the Company’s 2015 proxy statement. Mr. Ziparo will also agree to certain non-disparagement, confidentiality, non-solicitation and non-competition covenants.
(e) On March 4, 2016, the Organization and Compensation Committee of the Board of Directors of the Company approved merit-based increases to the annual base salaries for certain officers of the Company effective April 1, 2016, including a 3% increase for Mr. Sachin Lawande, the Company’s President and Chief Executive Officer. In addition, on March 4, 2016, the committee approved an increase in the annual incentive bonus target opportunity for Mr. Lawande to 110% from 100% (as a percentage of his annual base salary), commencing with the 2016 annual incentive bonus cycle.
SECTION 8 – OTHER EVENTS
Item 8.01. Other Events.
On March 9, 2016, the Company announced the appointment of Mr. Brett Pynnonen to the position of Vice President and General Counsel of the Company effective as of March 14, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release dated March 9, 2016. | |
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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: March 9, 2016 | By: | /s/ Peter M. Ziparo | ||||
| Peter M. Ziparo | ||||||
| Vice President and General Counsel | ||||||
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EXHIBIT INDEX
| Exhibit |
Description |
Page | ||
| 99.1 | Press release dated March 9, 2016. | |||
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Exhibit 99.1
|
NEWS RELEASE |
Visteon Names Brett Pynnonen Vice President and General Counsel
VAN BUREN TOWNSHIP, Michigan, March 9, 2016 — Visteon Corporation (NYSE: VC) has named Brett Pynnonen vice president and general counsel, with responsibility for the company’s global legal and compliance activities, effective March 14. He replaces Peter Ziparo, Visteon’s general counsel since April 2014, who is leaving the company after more than 13 years of service.
Pynnonen joins Visteon from Federal-Mogul Holdings Corporation, a global automotive supplier, based in Southfield, Michigan, where he was senior vice president, general counsel and corporate secretary. Prior to joining Federal-Mogul in 2007, Pynnonen was general counsel and secretary of Covansys Corporation. Before that, he was an attorney at the law firm of Butzel Long, based in Detroit, Michigan.
“Brett’s extensive legal experience in the automotive industry, international experience and deep expertise in compliance and corporate transactions, along with his outstanding reputation, make him an excellent addition to our leadership team as we drive toward future growth,” said Visteon President and CEO Sachin Lawande. “I thank Peter for his many contributions to Visteon, particularly during our transformation to a technology-driven company focused on vehicle cockpit electronics.”
Pynnonen earned a bachelor’s degree in business administration from Western Michigan University, and a juris doctor from The Ohio State University.
About Visteon
Visteon is a global company that designs, engineers and manufactures innovative cockpit electronics products and connected car solutions for most of the world’s major vehicle manufacturers. Visteon is a leading provider of instrument clusters, head-up displays, information displays, infotainment, audio systems, and telematics solutions; its brands include Lightscape®, OpenAir® and SmartCore™. Headquartered in Van Buren Township, Michigan, Visteon has nearly 11,000 employees at 50 facilities in 19 countries. Visteon had sales of $3.25 billion in 2015. Learn more at www.visteon.com.
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Contact:
Media:
Jim Fisher
734-710-5557
734-417-6184 – mobile
jfishe89@visteon.com
Investors:
Bob Krakowiak
734-710-5793
bkrakowi@visteon.com