UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the
Securities Exchange Act of 1934
i VISTEON
CORPORATION
(Exact name of registrant as specified in its charter)
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| | | | |
i Delaware | | i 38-3519512 |
(State
or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | |
i One Village Center Drive, | i Van
Buren Township, | i Michigan | i 48111 |
(Address of Principal Executive Offices) | (Zip
Code) |
Registrant's telephone number, including area code ( i 800)- i 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:
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:
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| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
i Common
Stock, par value $.01 per share | i VC | i 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 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 2.05 Costs Associated With Exit Or Disposal Activities.
On April 9, 2020, Visteon Corporation (the “Company”) informed
all currently affected employees of a restructuring plan approved by management on March 27, 2020 to improve the Company’s efficiency and rationalize its footprint (the “Plan”). Under the Plan, the Company will reduce the number of employees at various sites. The plan is expected to lower the Company’s cost base, improve its financial performance and cash flow generation, and create a simplified organization best positioned to deliver on its key financial and operational priorities.
In connection with the Plan, the
Company currently expects to incur cash costs of between $11 million and $15 million. The total expected costs include employee severance, retention and termination costs. The Company does not anticipate any capital expenditures nor non-cash expenses. The Company also expects to incur minimal other transition costs. These actions under the Plan are expected to be substantially completed by mid-2021. The actual timing, costs and savings of the Plan may differ materially from the Company’s current expectations and estimates.
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 April 5, 2020, the Organization and Compensation Committee of the Company approved a temporary decrease to the base salary of certain of its salaried employees to address the impacts of the novel coronavirus (COVID-19) pandemic. The amount of the decrease will range from 20% to 40% depending on each employee’s organizational level and location. The salary decreases will be effective
beginning May 1, 2020, or as soon after as permitted under local regulations, and last four months at which time the Company will review whether to continue such program. Specific reductions for the Named Executive Officers are as follows: a 40% reduction for Sachin Lawande, President and Chief Executive Officer, and a 30% reduction for Jerome Rouquet, Senior Vice President and Chief Financial Officer; Brett Pynnonen, Senior Vice President and General Counsel; and Robert Vallance, Senior Vice President, Customer Business Groups and Marketing. In addition, the Company is also suspending its contributions under the Visteon Investment Plan (401K), Supplemental Executive Retirement Plan, and Savings Parity Plan from May
1, 2020 until September 30, 2020.
SECTION 7 - REGULATION FD
Item 7.01. Regulation FD Disclosures
In addition to the officer and employee actions described above, the
Company is also reducing the cash retainer fees paid to non-employee directors by 30%.
Given uncertainties in the global economy due to the coronavirus pandemic, the Company is withdrawing the financial guidance that was provided on February 20, 2020.
This Current Report on Form 8-K includes forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s goals, beliefs, plans and expectations about its prospects
for the future and other future events. The forward-looking statements included in this Current Report on Form 8-K are made as of the date hereof or as of the date specified and are based on management’s current expectations and beliefs. Such statements are subject to a number of important assumptions, risks, uncertainties and other factors that may cause the Company’s actual performance to differ materially from that described in or indicated by the forward-looking statements. Those risks include, but are not limited to, the duration and severity of the novel coronavirus (COVID-19) outbreak, risks that the Company may be unable to implement the restructuring plan as anticipated on a timely basis or at all, that the expected amount of expenses and cash expenditures associated with the restructuring
plan may exceed the Company’s projections, and that the Company may be unable to realize the full amount of estimated savings from the restructuring plan. The foregoing risks should be read in conjunction with other cautionary statements included herein, as well as in the Company’s annual report on Form 10-K for the year ended December 31, 2019 and subsequent reports filed with the Securities and Exchange Commission. Except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect any change in its expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
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.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits
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Exhibit No. | | Description |
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99.1 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| VISTEON CORPORATION |
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| By: | |
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| | Senior Vice President and General Counsel |
