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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.
Senior executives of Visteon Corporation (the “Company”) are expected to make a presentation on June 16, 2021 to investors and security analysts at the Deutsche Bank Global Auto Industry Conference. The presentation
will include a discussion of the Company’s strategy, financial profile and related matters, including certain financial information. In connection with such presentation, the Company is making available the presentation slides attached hereto as Exhibit 99.1, which are incorporated herein by reference.
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.
On June 10, 2021, the Company
held its 2021 annual meeting of stockholders (the “Annual Meeting”). Following receipt of stockholder approval at the Annual Meeting as described in Item 5.07 of this Current Report on Form 8-K, the Company filed the Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 11, 2021, effective as of such date. The Third Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item
5.07. Submission of Matters to a Vote of Security.
(b) At the annual meeting, the stockholders elected the Company’s eight nominees for director to serve for a one-year term beginning at the 2021 annual meeting and expiring at the 2022 annual meeting of stockholders. The stockholders also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021, approved the
Company’s executive compensation, and approved the Company’s Third Amended and Restated Certificate of Incorporation. The final voting results are set forth below.
(1) Election of directors (majority voting):
Nominee
Shares For
Shares
Against
Shares Abstain
Broker Non-Votes
James J. Barrese
26,215,272
327,678
29,672
549,685
Naomi M. Bergman
26,492,768
50,358
29,496
549,685
Jeffrey D. Jones
25,795,942
740,340
36,340
549,685
Sachin
S. Lawande
26,498,653
44,382
29,587
549,685
Joanne M. Maguire
26,113,395
429,729
29,498
549,685
Robert J. Manzo
26,085,648
457,200
29,774
549,685
Francis
M. Scricco
26,469,683
70,404
32,535
549,685
David L. Treadwell
25,582,325
960,524
29,773
549,685
(2) Ratification of the appointment of Ernst & Young LLP:
2
Shares
For
Shares Against
Shares Abstain
Broker Non-Votes
26,403,111
690,614
28,565
N/A
(3) Provide advisory approval of the Company’s executive compensation:
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.