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) December 23, 2008
Vishay Intertechnology, Inc.
| (Exact name of registrant as specified in its charter) |
| Delaware | 1-7416 | 38-1686453 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 63 Lancaster Avenue | |
| Malvern, PA 19355 | 19355-2143 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 610-644-1300
| (Former name or former address, if changed since last report.) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.02 – | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |
(d) Election of Directors
On December 23, 2008, the Board of Directors of Vishay Intertechnology, Inc. elected Ronald M. Ruzic to fill the vacancy on the Board of Directors created by the anticipated resignation of Mark I. Solomon, effective January 1, 2009.
Mr. Ruzic will serve as a Class II director whose term will expire at the 2011 annual meeting of stockholders. The Board of Directors has not yet determined the committees of the Board to which Mr. Ruzic will be named.
Except as disclosed herein, Mr. Ruzic was not selected pursuant to any arrangement or understanding between Mr. Ruzic and any other person. Earlier in 2008, Vishay nominated Mr. Ruzic to the Board of Directors of International Rectifier Corporation as part of Vishay’s attempt to acquire all of the outstanding shares of International Rectifier. There are no family relationships between Mr. Ruzic and the directors or executive officers of Vishay.
The Board of Directors has concluded that Mr. Ruzic will qualify as an independent director pursuant to the New York Stock Exchange corporate governance standards.
The press release announcing Mr. Ruzic’s election is attached as Exhibit 99 to this report.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99 | Press release dated December 23, 2008 |
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.
Date: December 23, 2008
| VISHAY INTERTECHNOLOGY, INC. | |
| By: | /s/ Lior E. Yahalomi |
| Name: | Dr. Lior E. Yahalomi |
| Title: | Executive Vice President and |
| Chief Financial Officer | |
Exhibit 99
VISHAY ELECTS RONALD M. RUZIC TO BOARD OF DIRECTORS
Malvern, Pennsylvania – December 23, 2008 – Vishay Intertechnology, Inc. (NYSE:VSH) today announced the election of Ronald M. Ruzic to its board of directors, effective January 1, 2009, to fill the vacancy created by the resignation of director Mark I. Solomon.
Prior to retiring in 2003, Mr. Ruzic was Executive Vice President of BorgWarner Inc. since 1992 and Group President of BorgWarner Automotive Inc. since 1989. Previously, he held various executive positions with BorgWarner. After joining BorgWarner in 1968 as a senior manufacturing engineer for its subsidiary Morse Chain, Mr. Ruzic progressed through engineering and management positions and managed various BorgWarner operations in Italy, Mexico, Germany and the United States. Mr. Ruzic formerly served on the boards of directors of Guilford Mills Inc., AG Kühnle Kopp & Kausch, Magneti Marelli S.p.A. and Citation Corporation.
Mr. Ruzic will serve as a Class II director whose term will expire at the 2011 annual meeting of stockholders. The board of directors has not yet determined the committees of the board to which Mr. Ruzic will be named.
Commenting on the election of Mr. Ruzic, Dr. Felix Zandman, Vishay’s Executive Chairman, said, “We are very pleased that Mr. Ruzic has accepted our invitation to join the board. He brings a new perspective and a diverse background from the automotive industry, one of our main markets, and we look forward to his contributions as an independent member of our board.”
Commenting on the resignation of Mr. Solomon, Dr. Zandman continued, “We thank Mark for his many years of dedicated service to Vishay and his valuable contributions. We wish him well in retirement.”
Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, rectifiers, transistors, and optoelectronics and selected ICs) and passive electronic components (resistors, capacitors, inductors, sensors, and transducers). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets. Its product innovations, successful acquisition strategy, and ability to provide "one-stop shop" service have made Vishay a global industry leader. Vishay can be found on the Internet at http://www.vishay.com.
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