Visteon (VC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, at Grace Lake Corporate Center, Michigan, with voting on director elections, auditor ratification, and executive compensation approval.

• 2024 financial highlights: $3.87B net sales, $474M adjusted EBITDA, $300M adjusted free cash flow, and 4% growth over market.

• $6.1B in new business wins, 95 new products launched, and continued focus on digitalization and electrification.

• Strategic priorities include technology innovation, long-term growth, and balanced capital allocation, including a $300M share repurchase program through 2026.

Voting matters and shareholder proposals

• Proposals: elect nine directors, ratify Deloitte & Touche LLP as independent auditor for 2025, and advisory approval of executive compensation.

• Majority voting standard for directors in uncontested elections; plurality in contested elections.

• Shareholder proposals for 2026 must be submitted by December 24, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of nine nominees, eight of whom are independent; diversity and relevant industry experience emphasized.

• Board leadership structure separates Chairman and CEO roles; non-executive Chairman presides over meetings.

• Four standing committees: Audit, Corporate Sustainability and Governance, Organization and Compensation, and Technology, all composed of independent directors.

• Annual board and committee evaluations, proxy access rights, and majority voting for directors.