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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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. ☐
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.
(b) Departure of Directors
On February 25, 2020, Director Ronald Ruzic notified the Board of Directors of Vishay Intertechnology, Inc. (the "Company") that he
intends to retire and not stand for re-election when his term expires at the 2020 annual meeting of stockholders. Mr. Ruzic will continue to serve on the Board of Directors and its Audit and Nominating and Corporate Governance Committees through
the end of his term. The Company expresses its gratitude and appreciation for the many years of exemplary service that Mr. Ruzic provided to the Company and its stockholders. Mr. Ruzic has not expressed any disagreements with the Company with
respect to any matter relating to the Company's operations, policies or practices.
(e) Compensatory Arrangements of Certain Officers
Base Salaries
On February 28, 2020, the Compensation Committee of Vishay's Board of Directors approved the 2020 base salaries for Vishay's Executive Officers.
The base salaries for 2020 are set forth below, with approximate U.S. dollar equivalents based on the average exchange rate for 2019:
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Name
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2020 Base Salary
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Marc Zandman
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ILS 3,861,423 (approximately $1,080,000) (1)
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Dr. Gerald Paul
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€1,070,648 (approximately $1,200,000) (2)
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Lori Lipcaman
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€448,256 (approximately $500,000) (2)
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Johan Vandoorn
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€503,432 (approximately $570,000) (2)
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David Valletta
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$548,903
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Clarence Tse
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TWD 18,870,506 (approximately $610,000) (3)
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Joel Smejkal
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$461,966
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Werner Gebhardt
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€ 260,026 (approximately $290,000) (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
Amendment to Employment Agreement
Also on February 28, 2020, the Compensation Committee of the Board of Directors approved changes in the value of the long-term incentive compensation
(equity-based compensation) for Ms. Lipcaman. Beginning in 2020, Ms. Lipcaman will receive an annual restricted stock units grant equal to 60% of her base salary. This change was included in an amendment to Ms. Lipcaman’s employment agreement,
filed as exhibit 10.1 to this Form 8-K and incorporated herein by reference.
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: February 28, 2020
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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 10.1
First Amendment to the Employment Agreement of Lori Lipcaman
THIS FIRST AMENDMENT (this “First Amendment”) is made as of February 28, 2020 (the “Effective
Date”) to the Employment Agreement (the “Agreement”) made as of February 15, 2018 by and between Vishay Europe GmbH, a company with limited
liability organized under the laws of Germany (“Vishay Europe”), Vishay Intertechnology, Inc., a Delaware corporation (“Vishay”), and LORI LIPCAMAN (“Executive”) (collectively the “Parties”).
WITNESSETH:
WHEREAS, the Parties may amend
the Agreement by agreement in writing; and
WHEREAS, the Parties desire to
amend the Agreement as set forth in this First Amendment.
NOW THEREFORE, in consideration
of the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 4.3(a) of the Agreement is hereby amended by replacing “40%” in the first sentence with “60%”.
2. Except as set forth in this First Amendment, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect.
4. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute the same instrument.
IN WITNESS WHEREOF, Executive
has executed this First Amendment, and Vishay Europe and Vishay have each caused this First Amendment to be executed in its name and on its behalf, on the date(s) below indicated.
[Signatures on next page.]
VISHAY EUROPE GMBH
By: /s/ Werner Gebhardt
Name: Werner Gebhardt
Title: Managing Director
Date: February 28, 2020
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Gerald Paul
Name: Dr. Gerald Paul
Title: Chief Executive Officer
Date: February 28, 2020
EXECUTIVE
/s/ Lori Lipcman
Lori Lipcaman
Date: February 28, 2020