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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Date of Report (Date of earliest event reported) November 27, 2018
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Vishay Intertechnology, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-7416
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38-1686453
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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63 Lancaster Avenue
Malvern, PA 19355-2143
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19355-2143
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(Address of Principal Executive Offices)
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Zip Code
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Registrant's telephone number, including area code 610-644-1300
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(Former name or former address, if changed since last report.)
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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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (§240.12b-2 of this chapter).
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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 Section 13(a) of the Exchange Act. ☐
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 November 27, 2018, the Board of Directors of Vishay Intertechnology, Inc. ("Vishay"), acting on the recommendation of its Nominating and Corporate Governance Committee, elected Mr. Michael J. Cody to the Vishay Board, effective immediately. Mr. Cody's term will expire at the 2019 Annual Meeting of Stockholders, at which time Mr. Cody will stand for election to the Vishay Board. The Board of Directors has concluded that Mr. Cody will qualify as an independent director pursuant to the New York Stock Exchange corporate governance standards. Mr. Cody has not been appointed to any Board committees.
Mr. Cody will be compensated on the same terms as our other non-management directors with his cash compensation pro-rated for the remainder of 2018. Compensation arrangements for directors are described under the heading "Director Compensation" in Vishay's Proxy Statement.
The press release announcing Mr. Cody's election is attached as Exhibit 99.1 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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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: November 27, 2018
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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 Appoints Michael J. Cody to Its Board of Directors
Malvern, PA, November 27, 2018 – Vishay Intertechnology, Inc., (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive electronic components, announced the appointment, effective November 27, 2018, of a new independent member to its Board of Directors, Mr. Michael J. Cody.
Marc Zandman, Executive Chairman and Chief Business Development Officer, said of the appointment, "We are excited to have Michael join the Board. He brings to the Board extensive knowledge and experience with technology and defense businesses as well as mergers and acquisitions. Additionally, Mr. Cody's experience as a director of publicly traded and private companies allows him to bring an important perspective to the Board. We look forward to the benefits his expertise and insights will provide."
Mr. Cody served, from 2009 until his retirement in 2017, as the Vice President of Corporate Development at Raytheon Company, a technology company specializing in defense, civil government and cybersecurity solutions. At Raytheon, Mr. Cody was responsible for overseeing all corporate development and merger and acquisition activity for Raytheon Company, where he executed 18 transactions aggregating in excess of $4.3 billion in transaction value. From 2007-2009, Mr. Cody was a founding partner of Meadowood Capital LLC, a private equity firm focused on technology companies. From 1997 to 2007, Mr. Cody was Vice President of Corporate Development at EMC Corporation, a developer and provider of information infrastructure technology. Mr. Cody has previously served on the boards of Safeguard Scientific, Inc., a NYSE listed private equity and venture capital firm; and MTI Ltd., a private company in the UK specializing in cloud, security, and infrastructure. Mr. Cody holds a Bachelor of Business Administration in Economics from the University of Massachusetts and a Master of Business Administration from Columbia University – Columbia Business School.
About Vishay
Vishay Intertechnology, Inc., a Fortune 1000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, MOSFETs, and infrared optoelectronics) and passive electronic components (resistors, inductors, and capacitors). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, power supplies, and medical markets. Vishay's product innovations, successful acquisition strategy, and "one-stop shop" service have made it a global industry leader. Vishay can be found on the Internet at www.vishay.com.
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