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) December 7, 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(d) On December 7, 2016, the Board of Directors of Visteon Corporation (the “Company”) approved the election of Mr. James Barrese to the Board with an effective date of January 2, 2017. The Company’s press release relating to the foregoing is attached hereto as Exhibit 99.1.
Mr. Barrese was also appointed to serve on the Technology Committee of the Board with an effective date of January 2, 2017. Mr. Barrese 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 2016 proxy statement.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| 99.1 | Press release dated December 13, 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: December 13, 2016 |
By: | /s/ Brett D. Pynnonen | ||||
| Brett D. Pynnonen | ||||||
| Vice President and General Counsel | ||||||
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EXHIBIT INDEX
| Exhibit |
Description |
Page |
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| 99.1 | Press Release dated December 13, 2016. | |||||
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Exhibit 99.1
NEWS RELEASE
Visteon Names James Barrese to Board of Directors
Experienced Silicon Valley technologist and former PayPal CTO to join board of leading automotive cockpit electronics company
DETROIT, Mich., Dec. 13, 2016 – Visteon Corporation (NYSE: VC), a global leader in vehicle cockpit electronics, today announced the election of James Barrese to its board of directors, effective Jan. 2, 2017. A native of Silicon Valley, Barrese is a highly skilled technology executive with deep expertise in cloud, platform strategy and execution.
Barrese was chief technology officer and senior vice president, payment services, for PayPal from 2012 to June 2016, leading PayPal’s global technology organization, including technology strategy, product engineering, program management, data management, system operations and professional services. He previously spent nearly 10 years in executive technology roles at eBay Marketplaces, most recently as vice president of technology.
“We are thrilled to welcome James to our board of directors,” said Francis M. Scricco, chairman of Visteon’s board of directors. “Developing an effective cloud and platform strategy is critical to the future of automotive electronics, and James brings unique experience and insight in these areas. At PayPal, he executed a very difficult and successful platform transformation; this experience makes him well-suited to join our board as Visteon develops next-generation platforms that will solidify our standing as a top-tier technology company.”
Barrese said: “Visteon has established a leading position in one of the fastest-growing segments of automotive technology, and has a compelling vision to be an even more influential player in cockpit electronics and connected car solutions. I look forward to working with Visteon’s board and executive team to continue to advance Visteon’s technology.”
“It is our distinct privilege to also nominate James as key member of the Visteon Technology Committee,” said Dr. Rouzbeh Yassini, chair of the Technology Committee and a board member. “Converging on rapid autonomous driving technology-based innovation is a perfect opportunity to have James involved.”
During his career, Barrese has served in multiple leadership roles defining and driving technology strategies and next-generation platforms during phases of both rapid growth and successful business turnarounds. Earlier in his career, he was vice president of engineering at Charitableway, a lead architect and manager at Accenture PLC (formerly Andersen Consulting), and a programmer in the materials science department at Stanford University. He got his start in technology with the Signal Corps in the U.S. Army. Barrese has a bachelor of science degree in mechanical engineering from Stanford University.
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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, telematics and SmartCore™ cockpit domain controllers. Visteon also supplies embedded multimedia and smartphone connectivity software solutions to the global automotive industry. Headquartered in Van Buren Township, Michigan, Visteon has approximately 10,000 employees at more than 40 facilities in 18 countries. Visteon had sales of $3.25 billion in 2015. Learn more at www.visteon.com.
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Contacts:
Media:
Jim Fisher
734-710-5557
734-417-6184 – mobile
jfishe89@visteon.com
Investors:
Bill Robertson
734-710-8349
william.robertson@visteon.com
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