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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) June 10, 2024 (June 6, 2024)

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 (a) The annual meeting of stockholders of the Company was held on June 6, 2024.




SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07. Submission of Matters to a Vote of Security.


(b)     At the annual meeting, the stockholders elected the Company’s nine nominees for director to serve for a one-year term beginning at the 2024 annual meeting and expiring at the 2025 annual meeting of stockholders. The stockholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024, approved the Company’s executive compensation, voted in favor of providing an advisory vote on the Company’s executive compensation annually, and approved an amendment to the Company's 2020 Incentive Plan. 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
 22,977,063 737,153 16,551 1,223,653
Naomi M. Bergman
 23,632,184 82,163 16,420 1,223,653
Jeffrey D. Jones
 22,776,303 937,953 16,511 1,223,653
Bunsei Kure 22,875,514 838,715 16,538 1,223,653
Sachin S. Lawande
 23,323,307 390,997 16,643 1,223,653
Joanne M. Maguire
 23,537,676 176,637 16,454 1,223,653
Robert J. Manzo
 19,544,673 4,169,476 16,618 1,223,653
Francis M. Scricco
 23,255,606 458,722 16,439 1,223,653
David L. Treadwell
 23,130,027 584,392 16,348 1,223,653

(2)     Ratification of the appointment of Deloitte & Touche LLP:

Shares For
Shares Against
Shares Abstain
Broker Non-Votes
24,770,632 167,526 16,262 N/A

(3)    Provide advisory approval of the Company’s executive compensation:

Shares For
Shares Against
Shares Abstain
Broker Non-Votes
23,047,079 619,910 63,778 1,223,653

(4) Provide advisory approval of the frequency of the advisory vote on the Company’s executive compensation:

Shares For 1 Year
Shares For 2 Years
Shares For 3 Years
Shares Abstain
Broker Non-Votes
22,881,221
1,683
676,630
 171,233
1,223,653

(5) Provide approval of an amendment to the Company’s 2020 Incentive Plan:

Shares For
Shares Against
Shares Abstain
Broker Non-Votes
22,745,734
813,533
171,500
1,223,653








SECTION 8 - OTHER EVENTS

Item 8.01. Other Events.

On June 6, 2024, the Board of Directors of the Company re-appointed Mr. Francis M. Scricco as the non-executive Chairman of the Board of the Company.

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 Chief Legal Officer

Date: June 10, 2024