UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): April 18, 2010
| 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 | 19355-2143 | |
| (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
April 18, 2010, the Board of Directors of Vishay Intertechnology, Inc.
(“Vishay”), acting on the recommendation of its Nominating and Corporate
Governance Committee, elected Mr. Frank D. Maier to the Vishay Board, effective
immediately, following the decision of Mr. Zvi Grinfas to resign from the Vishay
Board due to health reasons, effective May 31, 2010. Mr. Maier was
also elected to the Audit Committee and Strategic Affairs Committees of the
Board of Directors. Mr. Maier’s term will expire at the 2010 Annual
Meeting of Stockholders, scheduled for June 16, 2010, at which time Mr. Maier
will stand for election to the Vishay Board. The Board of Directors
has concluded that Mr. Maier will qualify as an independent director pursuant to
the New York Stock Exchange corporate governance standards.
In
connection with his appointment to the Board, and at the recommendation of its
Compensation Committee, the Board approved a grant of 7,500 restricted stock
units (“RSUs”) to Mr. Maier. The RSUs will vest on March 18, 2013,
with pro rata vesting upon earlier cessation of service. This grant is made
pursuant to the Vishay Intertechnology 2007 Stock Incentive
Program.
The
press release announcing Mr. Maier’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 April 19, 2010 | ||
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: | April 20, 2010 | ||||
| VISHAY INTERTECHNOLOGY, INC. | |||||
| By: | /s/ Lior E. Yahalomi | ||||
| Name: | Dr. Lior E. Yahalomi | ||||
| Title: | Executive Vice President and | ||||
| Chief Financial Officer | |||||
Exhibit 99
Vishay Intertechnology Appoints Frank D. Maier
to Board of Directors
MALVERN, PA – April 19,
2010 – Vishay Intertechnology, Inc. (“Vishay”) (NYSE: VSH) announced today that
Frank Dieter Maier, former Managing Director of TEMIC GmbH, a wholly-owned
subsidiary of Daimler Benz, has been appointed to Vishay’s Board of Directors,
effective immediately. This announcement follows the decision of Zvi Grinfas to
resign from the Vishay Board, effective May 31, 2010, due to health reasons. Mr.
Maier will also stand for election to the Vishay Board at the Company’s 2010
Annual Meeting of Shareholders which is scheduled for June 16,
2010.
“I am pleased to welcome
Mr. Maier to Vishay’s Board of Directors,” said Dr. Felix Zandman, Executive
Chairman of the Board and Chief Technical and Business Development Officer.
“Having known Mr. Maier through his more than ten years of valuable service to
the Board of Directors of Vishay Europe, I know he shares Vishay’s commitment to
profitable growth and building long-term shareholder value. Mr. Maier has an
in-depth knowledge of and experience in semiconductors and passive electronic
components and I look forward to his contribution to further strengthen Vishay’s
position as a global technology leader in discrete semiconductors and passive
components.”
Prior to his retirement
in 2002, Mr. Maier served as Managing Director of TEMIC GmbH where he was
responsible for the development and concentration of electronic activities
within Daimler, including the operations of 26 semiconductor and automotive
electronics plants. Prior to that Mr. Maier served as a member of the board of
management of Daimler Benz AG and as Managing Director of Telefunken Elektronik
GmbH.
Mr. Maier currently
serves as Deputy Chairman of the Board of Directors of Varta Microbattery GmbH,
Chairman of the Board of Directors and member of the Advisory Council of BASIC
AG, a director of Preh Gmbh and a member of the Advisory Council of BMK
GmbH.
About Vishay
Intertechnology
Following completion of
the previously-announced spin-off of its wholly-owned subsidiary Vishay
Precision Group, Inc. into an independent, publicly-traded company, Vishay
Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), will be
a pure-play discrete electronic components business and one of the world’s
largest manufacturers of discrete semiconductors (diodes, rectifiers,
transistors, and optoelectronics and selected ICs) and passive electronic
components (resistors, capacitors, and inductors). 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.
CONTACTS:
Vishay Intertechnology,
Inc.
Peter G. Henrici
Senior Vice President Corporate Communications
(610) 644-1300
Peter G. Henrici
Senior Vice President Corporate Communications
(610) 644-1300
Joele Frank, Wilkinson
Brimmer Katcher
Matthew Sherman / Andrea Priest
(212) 355-4449
Matthew Sherman / Andrea Priest
(212) 355-4449