Visteon (VC) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 11, 2026, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• 2025 financial highlights: $3.77B net sales, $492M adjusted EBITDA (13.1% margin), $292M adjusted free cash flow, and $472M net cash.

• Achieved strong sales in display products, record new business wins, and margin expansion.

• Returned $70M to shareholders via buybacks and dividends; $7.4B in new business wins.

Voting matters and shareholder proposals

• Shareholders to vote on electing eight directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Majority voting standard for directors; advisory say-on-pay received 89% support in 2025.

Board of directors and corporate governance

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

• Board leadership structure separates Chair and CEO roles; independent Chair presides.

• Four standing committees: Audit, Corporate Sustainability and Governance, Organization and Compensation, and Technology—all fully independent.

• Annual board and committee evaluations; robust director stock ownership guidelines.