VISTEON CORP NASDAQ false 0001111335 0001111335 2019-09-20 2019-09-20





Washington, D. C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 25, 2019 (September 20, 2019)



(Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


One Village Center Drive, Van Buren Township, Michigan



(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.01 per share




The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 20, 2019, Christian A. Garcia notified Visteon Corporation (the “Company”) that he would resign as Executive Vice President and Chief Financial Officer of the Company effective as of October 31, 2019. On September 25, 2019, the Company issued a press release related to the resignation, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Mr. Garcia’s resignation is not related to any issues involving the Company’s operations, financial statements, internal controls, policies or practices.

On September 25, 2019, the Company also announced the election of William M. Robertson as its interim Chief Financial Officer effective November 1, 2019. Mr. Robertson will serve as interim Chief Financial Officer until his successor is chosen and qualified, or until his earlier resignation or removal. The Company is in the process of conducting a search for a permanent Chief Financial Officer and will name Mr. Robertson’s successor at the completion of the search. Mr. Robertson will act as the Company’s principal financial officer and principal accounting officer during the time that he is serving as interim Chief Financial Officer.

Mr. Robertson, 58, previously served as the Company’s Vice President and Treasurer from August 2018 until his departure from the Company in June 2019. Prior to that he served as Vice President, Operations Finance & IR since October 2016; Corporate Controller from June 2015 to October 2016; and interim Chief Financial Officer from March 2016 to October 2016. Prior to June 2015, Mr. Robertson was Director, Corporate Finance since 2003; Manager, Corporate Finance since April 2001; and Operations Manager since joining the Company in May, 2000. Mr. Robertson will receive an annual base salary of $540,000, a restricted stock unit award value at $200,000, and other employee benefits offered to the Company’s executive officers as substantially described in the 2019 proxy statement.

There is no arrangement or understanding between Mr. Robertson and any other person pursuant to which he was selected as an officer of the Company and there are no family relationships between Mr. Robertson and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Robertson has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.


Item 9.01. Financial Statements and Exhibits.








Press release dated September 25, 2019.




Cover Page Interactive Data File (embedded within the Inline XBRL document).

- 2 -


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.





Date: September 25, 2019





/s/ Brett D. Pynnonen




Brett D. Pynnonen




Senior Vice President and General Counsel

- 3 -


Exhibit 99.1



Visteon Announces Departure of Chief Financial Officer

VAN BUREN TOWNSHIP, Mich., Sept. 25, 2019 — Visteon Corporation (NASDAQ: VC) today announced that Christian Garcia, executive vice president and chief financial officer, has resigned from the company to accept another position based in Houston, Texas. Garcia will continue in his current position through Oct. 31, 2019, to ensure a smooth transition for the company. Visteon’s board of directors has unanimously approved the appointment of William Robertson, former vice president and treasurer of the company, as interim CFO during the search for a permanent replacement.

“On behalf of the board and executive team, I would like to thank Christian for his dedicated service and partnership over the last three years at Visteon. He has been a valuable contributor to the Visteon management team and we all wish him well in his future endeavors,” said Sachin Lawande, president and CEO. “I would also like to welcome Bill back to Visteon in this interim role as the company searches for a permanent replacement.”

Garcia said: “Leaving the company has been a difficult decision. While this is the right personal choice, I will miss working with the Visteon team and I am confident the company’s next stage of growth is firmly underway. It has been a pleasure to be part of Visteon through a period of significant transformation, and I wish the entire team continued success.”

Garcia’s resignation is not related to any issues involving the company’s operations, financial statements, internal controls, policies or practices. The company has disclosed information about the transition in a Form 8-K filed with the Securities and Exchange Commission today.

About Visteon

Visteon is a global technology company that designs, engineers and manufactures innovative cockpit electronics and connected car solutions for the world’s major vehicle manufacturers. Visteon is driving the smart, learning, digital cockpit of the future, to improve safety and the user experience. Visteon is a global leader in cockpit electronic products including digital instrument clusters, information displays, infotainment, head-up displays, telematics, SmartCore cockpit domain controllers, and the DriveCore autonomous driving platform. Visteon also delivers artificial intelligence-based technologies, connected car, cybersecurity, interior sensing, embedded multimedia and smartphone connectivity software solutions. Headquartered in Van Buren Township, Michigan, Visteon has approximately 10,000 employees at more than 40 facilities in 18 countries. Visteon had sales of approximately $3 billion in 2018. Learn more at www.visteon.com.



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