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  4. [8-K] VISTEON CORP Reports Material Event

Visteon (NASDAQ: VC) investors approve board, auditor and pay plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Visteon Corporation reported the results of its 2026 annual stockholders meeting held on June 11, 2026. Shareholders elected all eight director nominees for one-year terms, with most nominees receiving over 23 million votes in favor and limited opposition or abstentions.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 with about 25.4 million votes in favor, and gave advisory approval to the company’s executive compensation. The Board re-appointed Francis M. Scricco as non-executive Chairman of the Board.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Meeting date June 11, 2026 Date of annual stockholders meeting
Director votes for Marjorie T. Sennett 24,366,588 shares for Election of directors, Item 5.07
Director votes for Sachin S. Lawande 24,248,819 shares for Election of directors, Item 5.07
Auditor ratification votes for 25,424,068 shares for Ratification of Deloitte & Touche LLP
Auditor ratification votes against 43,952 shares against Ratification of Deloitte & Touche LLP
Say-on-pay votes for 23,047,216 shares for Advisory approval of executive compensation
Say-on-pay votes against 1,234,131 shares against Advisory approval of executive compensation
broker non-votes financial
"Shares For | Shares Against | Shares Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory approval of the Company’s executive compensation financial
"Provide advisory approval of the Company’s executive compensation"
non-executive Chairman of the Board financial
"re-appointed Mr. Francis M. Scricco as the non-executive Chairman of the Board of the Company"
majority voting financial
"Election of directors (majority voting)"
Majority voting is a rule for corporate elections that requires a candidate to receive more than half of the votes cast to win a board seat or for a proposal to pass. Think of it like choosing a class representative: the winner must get a clear majority rather than just the largest share. It matters to investors because it strengthens shareholder influence over board composition and accountability, affecting management decisions and long-term company value.
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Understanding 8-K Material Events →
0001111335false00011113352026-06-112026-06-11


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 15, 2026 (June 11, 2026)

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareVCThe 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 5.07. Submission of Matters to a Vote of Security.

(a)     The annual meeting of stockholders of the Company was held on June 11, 2026.

(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 2026 annual meeting and expiring at the 2027 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 2026 and approved the Company’s executive compensation. The final voting results are set forth below.

(1)    Election of directors (majority voting):

Nominee
Shares For
Shares Against
Shares Abstain
Broker Non-Votes
Jeffrey D. Jones
23,558,641867,4309,4521,039,861
Bunsei Kure23,873,191553,3918,9411,039,861
Sachin S. Lawande
24,248,819177,7068,9981,039,861
Joanne M. Maguire
24,251,364174,8379,3221,039,861
Robert J. Manzo
23,033,6221,392,6559,2461,039,861
Marjorie T. Sennett24,366,58862,9985,9371,039,861
Francis M. Scricco
23,756,619662,94015,9641,039,861
David L. Treadwell
23,762,377663,8849,2621,039,861

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

Shares For
Shares Against
Shares Abstain
Broker Non-Votes
25,424,06843,9527,364N/A

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

Shares For
Shares Against
Shares Abstain
Broker Non-Votes
23,047,2161,234,131154,1761,039,861








SECTION 8 - OTHER EVENTS

Item 8.01. Other Events.

On June 11, 2026, 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 15, 2026                    


Source: View Original Filing on SEC EDGAR

FAQ

What did Visteon (VC) stockholders approve at the 2026 annual meeting?

Visteon stockholders elected eight directors, ratified Deloitte & Touche LLP as independent auditor, and approved the company’s executive compensation on an advisory basis. These actions confirm support for the current board composition, audit firm, and pay practices for fiscal year 2026.

How did Visteon (VC) shareholders vote on director elections in 2026?

Shareholders elected all eight director nominees under majority voting, with each receiving more than 23 million votes for. Opposition and abstentions were relatively low, and there were over 1 million broker non-votes recorded for each director nominee in the election results.

What were the 2026 auditor ratification vote results for Visteon (VC)?

Stockholders ratified Deloitte & Touche LLP as Visteon’s independent registered public accounting firm for fiscal 2026, with 25,424,068 votes for, 43,952 against, and 7,364 abstentions. No broker non-votes were reported for this item, indicating broad support for the auditor choice.

How did Visteon (VC) shareholders vote on executive compensation in 2026?

In the advisory vote on executive compensation, 23,047,216 shares voted for, 1,234,131 against, and 154,176 abstained, with 1,039,861 broker non-votes. This indicates shareholders provided advisory approval of Visteon’s executive pay program for the period covered by the vote.

Who is the Chairman of the Board at Visteon (VC) after the 2026 meeting?

On June 11, 2026, Visteon’s Board of Directors re-appointed Francis M. Scricco as non-executive Chairman of the Board. This means he continues to lead the board in a non-management role, separate from the company’s day-to-day executive leadership team.

When and where was Visteon’s 2026 annual stockholders meeting held?

Visteon held its 2026 annual meeting of stockholders on June 11, 2026. The company’s principal executive offices are located at One Village Center Drive, Van Buren Township, Michigan 48111, which provides the corporate base for its governance and administrative functions.

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