vc-20200814

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) August 17, 2020 (August 14, 2020)

VISTEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-15827

38-3519512

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. 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 communications 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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	VC	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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. o

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 August 14, 2020, the Company appointed Ms. Abigail S. Fleming as Vice President and Chief Accounting Officer of the Company effective as of August 20, 2020. Prior to joining Visteon, Ms. Fleming was Executive Director and Assistant Controller of Tenneco Inc. (formerly Federal-Mogul, LLC) from March 2017 to August 2020, and Director, Capital Markets and Accounting Advisory Services at PricewaterhouseCoopers LLP from March 2015 to March 2017. Ms. Fleming began her career at PricewaterhouseCoopers in August 2004, and is a certified public accountant. None of Tenneco, Federal-Mogul or PricewaterhouseCoopers is a parent, subsidiary or affiliate of the Company.

Ms. Fleming will receive an annual base salary of $235,000 and be eligible for awards under the Company’s annual incentive bonus and long-term incentive program at target opportunities of 35% and 50% of her annual base salary, respectively. Ms. Fleming will receive a cash sign-on bonus of $70,000, subject to a pro-rated clawback in the event she leaves the Company under certain conditions within twenty-four months of the payment date, and a sign-on equity award with a grant date value of $35,000. She will also participate in the other existing plans and benefit programs of the Company.

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

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

			By:			/s/Brett D. Pynnonen
						Brett D. Pynnonen
						Senior Vice President and General Counsel

Date: August 17, 2020