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
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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:
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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
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Emerging growth company
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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
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
CEO Retirement and Succession Plan
On February 22, 2022, Vishay Intertechnology, Inc. issued a press release announcing the decision of Dr. Gerald Paul, President and Chief
Executive Officer, to retire effective December 31, 2022 and announcing the succession plan.
Dr. Paul intends to stand for re-election as a Class I Director at the 2022 annual meeting of stockholders, and, if elected, he will resign from
the Board effective December 31, 2022. The Board intends to appoint his successor as CEO to the Board of Directors effective January 1, 2023.
The Board of Directors, upon the recommendation of its independent Nominating and Corporate Governance Committee, has appointed Mr. Joel Smejkal,
age 55, to succeed Dr. Paul as President and Chief Executive Officer. In addition, on that Committee’s recommendation, the Board has appointed Mr. Jeff Webster, age 51, to the position of Chief Operating Officer, reporting to the Chief
Executive Officer. Both Messrs. Smejkal and Webster will assume their new roles on January 1, 2023.
Joel Smejkal has served as Executive Vice President, Corporate Business Development since July 1, 2020. He has held various positions of
increasing responsibility since joining Vishay in 1990, including Executive Vice President, Business Head Passive Components (2017-2020) and Senior Vice President Global Distribution Sales (2012-2016). His experience with Vishay includes
worldwide and divisional leadership roles in engineering, marketing, operations, and sales.
Jeff Webster has served as Executive Vice President, Business Head Passive Components since July 1, 2020. He has held various positions of
increasing responsibility since joining Vishay in 2000, including Senior Vice President Global Quality (2014-2019) and Vice President Global Quality – Actives (2000-2014).
During the transition period, the Company’s Compensation Committee intends to review and adjust the compensation arrangements and employment
agreements of Messrs. Smejkal and Webster as appropriate considering their new positions. The Company intends to file a copy or summary of the material terms of such arrangements and agreements promptly following their adoption.
Except as disclosed herein, Mr. Smejkal was not appointed to his new position pursuant to any arrangement or understanding between Mr. Smejkal
and any other person. There are no family relationships between Mr. Smejkal and the directors or other executive officers of the Company.
Except as disclosed herein, Mr. Webster was not appointed to his new position pursuant to any arrangement or understanding between Mr. Webster
and any other person. There are no family relationships between Mr. Webster and the directors or other executive officers of the Company.
A copy of the press release is attached as Exhibit 99.1 to this report.
Retirement of Director and Appointment of New Chair of Audit Committee
On February 22, 2022, Director Thomas C. Wertheimer notified the Board of Directors of his decision to retire from the Board effective immediately
prior to the commencement of the 2022 annual meeting of stockholders, and not to stand for re-election at that meeting. Mr. Wertheimer will continue to serve on the Board of Directors, as Chair of its Audit Committee and as a member of its
Compensation Committee, through the end of his term. Vishay expresses its gratitude and appreciation for the many years of exemplary service that Mr. Wertheimer provided to Vishay and its stockholders. Mr. Wertheimer has not expressed any
disagreements with Vishay with respect to any matter relating to Vishay's operations, policies, or practices.
Upon the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board of Directors appointed Mr. Jeffrey H. Vanneste, a
current Board member and member of the Audit Committee, as Chair of the Audit Committee effective upon Mr. Wertheimer’s retirement. Mr. Vanneste qualifies as an Audit Committee financial expert under rules of the Securities and Exchange
Commission.
Base Salaries
On February 22, 2022, the Compensation Committee of Vishay's Board of Directors approved the 2022 base salaries for Vishay's executive officers.
The base salaries for 2022 are set forth below, with approximate U.S. dollar equivalents based on the average exchange rate for 2021:
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2022 Base Salary |
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Marc Zandman
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ILS 4,096,583 (approximately $1,270,000) (1)
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Dr. Gerald Paul
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€1,135,850 (approximately $1,340,000) (2)
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Lori Lipcaman
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€475,555 (approximately $560,000) (2)
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Johan Vandoorn
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€534,091 (approximately $630,000) (2)
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Joel Smejkal
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$596,190
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David Valletta
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$582,332
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Clarence Tse
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TWD 20,019,720 (approximately $710,000) (3)
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Jeff Webster
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ILS 1,689,857 (approximately $520,000) (1)
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Andreas Randebrock
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€344,801 (approximately $410,000) (2)
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(1) Salary will be paid in Israeli shekels
(2) Salary will be paid in euro
(3) Salary will be paid in new Taiwan dollars
Item 8.01 – Other Events
Cash Dividend Declaration
On February 22, 2022, Vishay declared a quarterly cash dividend of $0.10 per share of common stock and Class B common stock outstanding payable on March 30, 2022 to
stockholders of record at the close of business on March 17, 2022. A copy of the press release announcing the dividend declaration is attached as Exhibit 99.2 to this report.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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| 99.1 | Press release announcing CEO retirement and
succession plan dated February 22, 2022 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: February 22, 2022
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VISHAY INTERTECHNOLOGY, INC.
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By:
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/s/ Lori Lipcaman
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Name:
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Lori Lipcaman
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Title:
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Executive Vice President and
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Chief Financial Officer
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Exhibit 99.1
Vishay Intertechnology Announces CEO Retirement and Succession Plan
Dr. Gerald Paul to Retire at the End of 2022
Joel Smejkal to become Chief Executive Officer
Jeff Webster to become Chief Operating Officer, a Newly Created Position
Malvern, PA, February 22, 2022 – Vishay Intertechnology, Inc., (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and
passive electronic components, announced that Dr. Gerald Paul has decided to retire as President and Chief Executive Officer and as a member of the Board of Directors on December 31, 2022. The Board of Directors has appointed Joel Smejkal,
Executive Vice President, Corporate Business Development, to succeed Dr. Paul as President and Chief Executive Officer. The Board also intends to appoint Mr. Smejkal to the Board of Directors, effective upon Dr. Paul’s retirement. In addition,
the Board has appointed Jeff Webster, Executive Vice President, Business Head Passive Components, to the newly created position of Chief Operating Officer, reporting to the Chief Executive Officer. Both Messrs. Smejkal and Webster will assume
their new roles on January 1, 2023.
“On behalf of the Board, I want to thank Gerald for his exemplary commitment to Vishay over the course of his 44-year career at the Company and, as CEO
since 2005, his outstanding stewardship of Vishay’s financial stability and market leadership positions. We are very grateful for his service and wish him the best in his retirement,” said Marc Zandman, Executive Chair of the Board.
In anticipation of Dr. Paul’s eventual retirement, the Board’s independent Nominating and Corporate Governance Committee, in conjunction with the Board of
the Directors, has been engaged in succession planning for some time to ensure a smooth evolution of Vishay’s strategic priorities. Both Mr. Smejkal and Mr. Webster are veteran executives at Vishay who were promoted to their current positions in
2020. Commenting on their new appointments, Mr. Zandman added, “Joel possesses the right combination of attributes to assume the reins of the Company: extensive experience in engineering, marketing, operations, and sales gained over the past 32
years at Vishay; proven leadership skills; and, more recently, involvement in developing the Company’s growth strategies. In creating a Chief Operating Officer position at Vishay, the Board will be leveraging Jeff’s deep knowledge of Vishay’s
global operations and accomplishments as head of our passive components business. The Board is confident that the promotions of these two executives will serve Vishay well as it enters the next chapter in its 60-plus year history.”
Commented Dr. Paul, “Having enjoyed a rewarding career at Vishay, I have informed the Board of my decision to retire at the end of the year and begin
preparing for a change in leadership at the Company. It has been a privilege to serve as the Company’s Chief Executive Officer and I want to thank our customers, partners, employees, stockholders, and the Board for their support over the past 17
years. I wish to congratulate Joel and Jeff on their appointments and look forward to working with them for the balance of the year on an orderly transition of executive responsibilities. Under their leadership, I am confident Vishay will
continue to thrive.”
Joel Smejkal has served as Executive Vice President, Corporate Business Development since July 1, 2020. He has held various positions of increasing
responsibility since joining Vishay in 1990, including Executive Vice President, Business Head Passive Components and Senior Vice President Global Distribution Sales. His experience with Vishay includes worldwide and divisional leadership roles in
engineering, marketing, operations, and sales.
Jeff Webster has served as Executive Vice President, Business Head Passive Components since July 1, 2020. He has held various positions of increasing
responsibility since joining Vishay in 2000 including Senior Vice President Global Quality and Vice President Global Quality - Actives.
About Vishay
Vishay manufactures one of the world’s largest portfolios of discrete
semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets. Serving customers worldwide, Vishay is The DNA of tech.™ Vishay Intertechnology, Inc. is a Fortune 1,000
Company listed on the NYSE (VSH). More on Vishay at www.Vishay.com.
Statements contained herein that relate to the Company's executive leadership, succession planning and composition of the Board of Directors are
forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words such as "will be," "will," "plan," “assume,” "intend," or other similar words or expressions often identify forward-looking
statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general
business and economic conditions; manufacturing or supply chain interruptions or changes in customer demand because of COVID-19 or otherwise; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding
our manufacturing capacities; an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological
changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired
businesses; changes in U.S. and foreign trade regulations and tariffs, and uncertainty regarding the same; changes in applicable domestic and foreign tax regulations, and uncertainty regarding the same; changes in applicable accounting standards
and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The DNA of tech ™ is a trademark of Vishay Intertechnology.
Contact:
Vishay Intertechnology, Inc.
Peter Henrici
Senior Vice President, Corporate Communications
+1-610-644-1300
Peter Henrici
Senior Vice President, Corporate Communications
+1-610-644-1300
Exhibit 99.2
VISHAY INTERTECHNOLOGY DECLARES QUARTERLY DIVIDEND
MALVERN, Pa., February 22, 2022 - Vishay Intertechnology, Inc. (NYSE:VSH), one of the world's largest
manufacturers of discrete semiconductors and passive components, announced today that the Company’s Board of Directors declared a dividend of $0.10 per share of common stock and Class B common stock to be paid March 30, 2022 to stockholders of
record as of the close of business on March 17, 2022. Future dividends will be subject to Board approval.
About Vishay
Vishay manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic
components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets. Serving customers worldwide, Vishay is The DNA of tech.TM Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH). More on Vishay at www.vishay.com.
Forward-Looking Statements
Statements contained herein that relate to the Company's future cash dividends on its common stock and Class B common stock are forward-looking statements within the safe harbor provisions of Private Securities
Litigation Reform Act of 1995. Words such as "to be," "will be," or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties
and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those
anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; manufacturing or supply chain interruptions or changes in customer demand because of
COVID-19 or otherwise; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; an inability to attract and retain highly qualified personnel; changes in foreign currency
exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition
candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in U.S. and foreign trade regulations and tariffs, and uncertainty regarding the same; changes in applicable
domestic and foreign tax regulations, and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including
our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The DNA of tech™ is a trademark of Vishay Intertechnology.
Contact:
Vishay Intertechnology, Inc.
Peter Henrici
Senior Vice President, Corporate Communications
+1-610-644-1300
Peter Henrici
Senior Vice President, Corporate Communications
+1-610-644-1300