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) May 16, 2007
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-15827
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38-3519512 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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One Village Center Drive, Van Buren Township, Michigan
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48111 |
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(Address of principal executive offices)
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(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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2007, the Board of Directors of Visteon Corporation (the Company) appointed
Michael J. Widgren to the position of Vice President, Corporate Controller and Chief Accounting
Officer, effective as of May 16, 2007. The Companys press release relating to the foregoing is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. In connection with the
appointment, Mr. Widgren will receive an annual base salary of $280,000 and his 2007 annual
incentive bonus opportunity will be increased to 50% of his eligible base salary. Also, the
Company awarded Mr. Widgren 7,500 restricted stock units, which will vest after three years, and
15,000 stock appreciation rights, which will vest annually in equal one-third increments. Mr.
Widgren also will receive other benefits that are consistent with the Companys compensation
policies for similarly situated officers.
Mr. Widgren, age 39, was previously the Companys Assistant Corporate Controller, a position
he held since joining the Company in October 2005. Before joining the Company, he was the Chief
Accounting Officer of Federal-Mogul Corporation since January 2005, and the Director of Accounting
and Reporting of Federal-Mogul Corporation prior thereto.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Stockholders of the Company held on May 16, 2007, the stockholders
approved amendments to the Companys Amended and Restated Certificate of Incorporation, as
described in the Companys Proxy Statement dated April 9, 2007 relating to the Annual Meeting (the
Proxy Statement), to provide for the phased elimination over three years of the Companys
classified Board of Directors and certain ancillary changes to reflect the absence of a classified
Board (the Declassification Amendment). The Declassification Amendment was submitted to the State
of Delaware by the Company on May 17, 2007 and became effective upon filing. A copy of the Amended
and Restated Certificate of Incorporation of the Company reflecting the Declassification Amendment
is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Effective upon the adoption of the Declassification Amendment, the Companys Amended and
Restated By-Laws (the By-Laws) were amended to reflect the phased elimination over three years of
the Companys classified Board as described in the Proxy Statement. Prior to their amendment, the
By-Laws permitted removal of directors only for cause and required the affirmative vote of at least
a majority of the outstanding shares. Upon adoption of the Declassification Amendment, the By-Laws
were amended so that these requirements will continue to apply to the Class II and Class III
directors during the remainder of their terms expiring in 2008 and 2009, respectively. The By-Laws
were also amended: to provide that the directors elected at the Annual Meeting held on May 16,
2007, and at future annual meetings, will be removable with or without cause upon the affirmative
vote of the holders of a majority of the outstanding shares; and to make certain ancillary changes.
A copy of the Amended and Restated By-Laws of the Company reflecting these changes is attached
hereto as Exhibit 3.2 and is incorporated herein by reference.