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3: EX-99.1 Miscellaneous Exhibit HTML 296K
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(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
iOne Village Center Drive,
iVan
Buren Township,
iMichigan
i48111
(Address of Principal Executive Offices)
(Zip
Code)
Registrant's telephone number, including area code (i800)-iVISTEON
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, par value $.01 per share
iVC
iThe
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 i☐
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 2 - FINANCIAL INFORMATION
Item 2.02. Results of Operations and Financial Condition.
The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2024, the Company entered into an Amendment (the “Amended Employment Agreement”) to the Amended and
Restated Employment Agreement with Sachin Lawande, the Company’s President and Chief Executive Officer, which amends the Amended and Restated Employment Agreement between the Company and Mr. Lawande dated as of October 22, 2020 (the “Prior Employment Agreement”). The term of the Prior Employment Agreement was scheduled to expire on September, 2025. Pursuant to the Amended Employment Agreement, the term of the Amended Employment Agreement was extended through September 30, 2030. All of the other terms and conditions of the Prior Employment Agreement remain in full force and effect. The foregoing description of the modification made in the Amended Employment
Agreement is qualified in its entirety by reference to (a) the full text of the Amended Employment Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference, and (b) the full text of the Prior Employment Agreement, attached as Exhibit 10.1 to the prior filed Current Report on Form 8-K, as originally filed by the Company on October 26, 2020.
On February 19, 2024, the Organization and Compensation Committee of Company approved compensation adjustments for Mr. Lawande consisting of an
annualized base salary in the amount of $1,150,000 effective as of April 1, 2024, annual incentive opportunity in the amount of $1,725,000, and long-term incentive opportunity in the amount of $8,850,000.
SECTION 7 - REGULATION FD
Item 7.01. Regulation FD Disclosure.
See “Item 2.02. Results of Operations and Financial Condition” above.
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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.
