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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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.
(e) Compensatory Arrangements of Certain Officers
Base Salaries
On February 23, 2021, the Compensation Committee of Vishay Intertechnology, Inc.'s ("Vishay") Board of Directors approved the 2021 base salaries
for Vishay's executive officers.
The base salaries for 2021 are set forth below, with approximate U.S. dollar equivalents based on the average exchange rate for 2020:
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2021 Base Salary |
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Marc Zandman
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ILS 3,977,265 (approximately $1,160,000) (1)
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Dr. Gerald Paul
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€1,102,767 (approximately $1,260,000) (2)
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Lori Lipcaman
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€461,704 (approximately $530,000) (2)
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Johan Vandoorn
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€518,535 (approximately $590,000) (2)
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David Valletta
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$565,371
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Joel Smejkal
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$578,825
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Clarence Tse
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TWD 19,436,622 (approximately $660,000) (3)
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Jeff Webster
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ILS 1,571,960 (approximately $460,000) (1)
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Andreas Randebrock
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€334,758 (approximately $380,000) (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
Changes to Employment Agreements of Executive Officers
On February 23, 2021, the Compensation Committee of the Board of Directors also approved changes to increase the long-term equity incentive
compensation component of total compensation awarded to Vishay’s executive officers other than Marc Zandman, Executive Chairman of the Board, and Dr. Gerald Paul, Vishay’s Chief Executive Officer. Long-term equity incentive compensation is
awarded as a percentage of each executive officer’s base salary, which percentages have been increased, as listed below:
| Name |
Percentage |
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Lori Lipcaman
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70%
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Johan Vandoorn
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50%
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David Valletta
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50%
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Joel Smejkal
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50%
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Clarence Tse
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40%
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Jeff Webster
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40%
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Andreas Randebrock
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40%
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These changes will be included in amendments to the respective employment agreements of the executive officers.
Changes to Employment Agreement of Executive Chairman
Also on February 23, 2021, the Compensation Committee of the Board of Directors approved certain changes to the employment agreement (as previously
amended on August 8, 2010 and August 30, 2011) of Mr. Zandman as described below:
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Mr. Zandman’s medical coverage (before and after his retirement) is expanded to include his dependents (regardless of age), as well as
their future spouses and children, up to an annual health insurance premium cap of $50,000. If the health insurance premiums in respect of Mr. Zandman, his spouse, and his dependent children under age 26 (the formerly covered group)
increase in future years, the annual health insurance premium cap will be increased accordingly, but there will be no increase in the cap if the premiums in respect of his children age 26 and over and their spouses and children
increase.
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The amendment removes Mr. Zandman’s contractual right to reimbursement by Vishay of any excise tax payable by him personally on
compensation paid upon a change of control of Vishay. Under the amendment, if Mr. Zandman would otherwise receive “excess parachute payments” on a change of control of Vishay, he would receive only whichever of the following two
options would yield a greater after-tax benefit to him: (i) accepting all of the intended payments and paying the excise tax personally, or (ii) waiving the payments over the excise tax threshold such that no excise tax is payable.
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The amendment also adds standard language under Section 409A of the Internal Revenue for US taxpayers providing for a six-month required
delay of certain payments made to key employees in connection with a separation from service.
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These changes will be included in an amendment to Mr. Zandman’s employment agreement.
Item 8.01 - Other Events
Stock Ownership Guidelines
Also on February 23, 2021, Vishay's Board of Directors adopted stock ownership guidelines for Vishay’s executive officers other than Mr. Zandman
and Dr. Paul ("Covered Executive"). Each Covered Executive is required to own shares of Vishay’s common stock having an aggregate market value equal to or greater than one (1) time the Covered Executive’s base salary as of the measurement
date (the first trading day in March of each calendar year), subject to a five-year phase in period. For the purposes of the guidelines, "ownership" includes shares underlying time-based restricted stock and restricted stock unit awards
(whether or not vested), shares underlying vested performance-based restricted stock and performance-based restricted stock units, and shares held outright or benefically owned by the executive and/or his or her immediate family members.
Furthermore, Vishay's Board of Directors adopted modifications to the Non-Employee Director stock ownership guidelines to include in "ownership"
shares underlying time-vested restricted stock and restricted stock unit awards (whether or not vested) and shares held outright or benefically owned by the director and/or his or her immediate family members.
Cash Dividend Declaration
Also on February 23, 2021, Vishay declared a quarterly cash dividend of $0.095 per share of common stock and Class B common stock outstanding
payable on March 30, 2021 to stockholders of record at the close of business on March 17, 2021. A copy of the press release announcing the dividend declaration is attached as Exhibit 99.1 to this report.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
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Description |
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Press
release dated February 23, 2021 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 23, 2021
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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 DECLARES QUARTERLY DIVIDEND
MALVERN, Pa., February 23, 2021 - 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 $0.095 per share of common stock and Class B common stock to be paid March 30, 2021 to stockholders of record as of the
close of business on March 17, 2021. 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; 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