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) May 14, 2019
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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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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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☐
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of exchange on which registered
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Common stock, par value $0.10 per share
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VSH
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New York Stock Exchange
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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.
(e) Compensatory Arrangements of Certain Officers
On May 14, 2019, the Compensation Committee of the Board of Directors approved an increase to the base salary of Joel Smejkal, Executive Vice President Business Head Passive
Components, to $448,511, effective June 1, 2019.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
Vishay Intertechnology, Inc. ("Vishay") held its Annual Meeting of Stockholders on May 14, 2019. At the Annual Meeting of Stockholders, Vishay's
stockholders elected three directors to hold office until the 2022 annual meeting and one director to hold office until the 2020 annual meeting, ratified the appointment of Ernst & Young LLP as Vishay's independent registered public accounting
firm for the year ending December 31, 2019, voted on an advisory basis to approve Vishay's executive compensation, and voted on an advisory basis to submit executive compensation to an advisory vote on an annual basis.
Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes.
The results of the votes of stockholders on each matter set forth at the Annual Meeting are as follows:
Election of Directors to Hold Office until 2022
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For
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Withheld
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Broker Non-Votes
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Dr. Gerald Paul
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Common stock
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105,392,171
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4,645,484
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9,598,365
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Class B common stock
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11,974,611
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18,021 |
262
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Total voting power
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225,138,281
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4,825,694
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9,600,985
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Timothy V. Talbert
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Common stock
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108,374,471
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1,663,184
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9,598,365
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Class B common stock
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11,974,611
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18,021
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262
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Total voting power
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228,120,581
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1,843,394
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9,600,985
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Thomas C. Wertheimer
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Common stock
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92,030,337
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18,007,318
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9,598,365
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Class B common stock
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11,974,611
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18,021
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262
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Total voting power
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211,776,447
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18,187,528
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9,600,985
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Election of Director to Hold Office Until 2020
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For
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Withheld
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Broker Non-Votes
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Michael Cody
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Common stock
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109,339,944
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697,711
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9,598,365
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Class B common stock
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11,992,632
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262
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Total voting power
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229,266,264
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697,711
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9,600,985
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Ratification of Appointment of Independent Registered Public Accounting Firm
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For
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Against
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Abstain
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Broker Non-Votes
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Common stock
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116,202,927
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3,281,923
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151,170
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Class B common stock
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11,958,550
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34,344
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-
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Total voting power
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235,788,427
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3,281,923
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494,610
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Advisory Vote on Executive Compensation
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For
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Against
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Abstain
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Broker Non-Votes
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Common stock
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104,884,799
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3,848,415
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1,304,441
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9,598,365 | ||||||||||||
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Class B common stock
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11,958,288
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34,344
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262
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Total voting power
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224,467,679
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3,848,415
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1,647,881
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9,600,985 | ||||||||||||
Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation
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Annually
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Biannually
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Triennially |
Abstain
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Common stock
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97,369,619
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162,413
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12,403,116
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102,507 | |||||||||||
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Class B common stock
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11,958,288
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-
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34,344
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Total voting power
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216,952,499
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162,413
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12,403,116
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445,947 | |||||||||||
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: May 14, 2019
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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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