SCHEDULE 14ADR
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
VISHAY INTERTECHNOLOGY, INC.
----------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
|_| $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
|X| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid: $125
(2) Form, schedule or registration statement no.: Preliminary Proxy
(3) Filing party: Registrant
(4) Date filed: April 15, 1996
April 15, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Vishay Intertechnology, Inc. (the "Company") to be held at 10:30
a.m. Philadelphia time on the 16th day of May, 1996, at The Four Seasons Hotel,
Ballroom, Lobby Level, One Logan Square, Philadelphia, Pennsylvania 19103. Your
Board of Directors looks forward to greeting personally those stockholders able
to be present.
At the Annual Meeting (the "Annual Meeting") you will be asked to
elect eleven Directors and to approve the appointment of Ernst & Young LLP as
Auditors for the Company's next audited fiscal year.
The Board of Directors unanimously recommends that you vote FOR
the election of all eleven nominees as Directors, and FOR the approval of the
appointment of the Auditors.
Regardless of the number of shares you may own, it is important
that they are represented and voted at the Annual Meeting. Therefore, please
sign, date and mail the enclosed proxy in the return envelope provided.
At the Annual Meeting, we will also report to you on the Company's
current operations and outlook. Members of the Board and management will be
pleased to respond to any questions you may have.
Your cooperation is appreciated.
Sincerely,
William J. Spires
Secretary
VISHAY INTERTECHNOLOGY, INC.
63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355-2120
-------------------
NOTICE OF ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD MAY 16, 1996
-------------------
Notice is hereby given that the Annual Meeting of Stockholders of
Vishay Intertechnology, Inc. (the "Company") will be held at The Four Seasons
Hotel, Ballroom, Lobby Level, One Logan Square, Philadelphia, Pennsylvania
19103, on the 16th day of May, 1996 at 10:30 a.m. Philadelphia time, for the
following purposes:
1. to elect eleven Directors for a term of one year and until
their successors are elected and qualified; and
2. to approve the appointment of Auditors for the Company's next
audited fiscal year.
Action will also be taken upon such other business, if any, as may
properly come before the meeting. The Board of Directors is not presently aware
of any such other business.
The stockholders of record at the close of business on April 4,
1996 will be entitled to vote at the Annual Meeting or at any adjournment
thereof. If you do not expect to attend the meeting in person, please complete,
date and sign the enclosed proxy and return it without delay in the enclosed
envelope which requires no additional postage if mailed in the United States.
By Order of the Board of Directors,
William J. Spires
Secretary
Malvern, Pennsylvania
April 15, 1996
VISHAY INTERTECHNOLOGY, INC.
63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355-2120
-------------------
PROXY STATEMENT
-------------------
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of
VISHAY INTERTECHNOLOGY, INC. ("Vishay" or the "Company") for use at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held at The Four Seasons
Hotel, Ballroom, Lobby Level, One Logan Square, Philadelphia, Pennsylvania
19103, on the 16th day of May, 1996, at 10:30 a.m. Philadelphia time, and any
adjournments thereof. Stockholders of record at the close of business on April
4, 1996 shall be entitled to vote at the Annual Meeting.
A list of stockholders entitled to vote at the Annual Meeting will
be available for examination by stockholders of the Company during ordinary
business hours for a period of ten days prior to the Annual Meeting at the
offices of the Company, 63 Lincoln Highway, Malvern, Pennsylvania 19355-2120. A
stockholder list will also be available for examination at the Annual Meeting.
The cost of solicitation of proxies will be borne by the Company.
The Board of Directors may use the services of the Company's Directors, Officers
and other regular employees to solicit proxies personally or by telephone.
Arrangements will be made with brokerage houses and other custodians, nominees
and fiduciaries to forward solicitation material to the beneficial owners of the
shares held of record by such fiduciaries, and the Company will reimburse them
for the reasonable expenses incurred by them in so doing.
The shares represented by the accompanying proxy will be voted as
directed with respect to the election of Directors, and with respect to the
approval of the appointment of Ernst & Young LLP as independent auditors of the
Company (the "Auditors"), OR, if no direction is indicated, will be voted FOR
the election as Directors of the nominees listed below, and FOR the appointment
of the Auditors. Each proxy executed and returned by a stockholder may be
revoked at any time thereafter by giving written notice of such revocation to
the Secretary of the Company, by delivering to the Company a properly executed
and timely submitted proxy bearing a later date or by attending the Annual
Meeting and electing to vote in person, except as to any matter or matters upon
which, prior to such revocation, a vote shall have been cast pursuant to the
authority conferred by such proxy.
This Proxy Statement was preceded or is accompanied by the
Company's Annual Report to Stockholders for the fiscal year ended December 31,
1995. This Proxy Statement and the enclosed form of proxy are being furnished
commencing on or about April 15, 1996.
VOTING OF SHARES
The holders of a majority of the outstanding shares entitled to
vote, present in person or represented by proxy, will constitute a quorum for
the transaction of business. Shares represented by proxies that are marked
"abstain" will be counted as shares present for purposes of determining the
presence of a quorum on all matters. Brokers holding shares for beneficial
owners in "street name" must vote those shares according to specific
instructions they receive from the owners. If instructions are not received,
brokers may vote the shares, in their discretion, depending on the type of
proposals involved. "Broker non-votes" result when brokers are precluded by the
New York Stock Exchange from exercising their discretion on certain types of
proposals. However, brokers have discretionary authority to vote on all the
proposals being submitted hereby to the stockholders. Shares that are voted by
brokers on some but not all of the matters will be treated as shares present for
purposes of determining the presence of a quorum on all matters, but will not be
treated as shares entitled to vote at the annual meeting on those matters as to
which authority to vote is withheld by the broker.
2
The election of each nominee for Director requires a plurality of
votes cast. Accordingly, abstentions and Broker nonvotes will not affect the
outcome of the election. The affirmative vote of the holders of a majority of
the votes cast is required for the approval of appointment of the Auditors.
Because Broker non-votes will not be treated as shares that are present and
entitled to vote with respect to a specific proposal a Broker non-vote will have
no effect on the outcome.
The Company has appointed an inspector to act at the Annual
Meeting who shall: (1) ascertain the number of shares outstanding and the voting
powers of each; (2) determine the shares represented at the Annual Meeting and
the validity of the proxies and ballots; (3) count all votes and ballots; (4)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determinations by such inspector; and (5) certify his
determination of the number of shares represented at the Annual Meeting and his
count of all votes and ballots.
Dr. Felix Zandman and a trust created by Mr. Alfred Slaner by an
agreement dated January 15, 1987 beneficially own in the aggregate 60.5% of the
total voting power of the Company's shares and intend to vote FOR the election
of the eleven nominees as Directors, and FOR the approval of the appointment of
the Auditors. Such shares are sufficient to approve each proposal regardless of
how the other shares are voted.
3
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
On April 8, 1996, the Company had outstanding 51,161,076 shares of
Common Stock, par value $.10 per share ("Common Stock"), each of which entitles
the holder to one vote, and 7,222,035 shares of Class B Common Stock, par value
$.10 per share ("Class B Stock"), each of which entitles the holder to ten
votes. Voting is not cumulative.
The following table provides certain information, as of April 8,
1996, as to the beneficial ownership of the Common Stock or the Class B Stock of
the Company for (a) each Director and nominee, (b) each Executive Officer named
in the Summary Compensation Table, (c) the Directors and Executive Officers of
the Company as a group and (d) any person owning more than 5% of the Common
Stock.
COMMON STOCK CLASS B STOCK
-------------------- -------------------
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF PERCENT
BENEFICIAL PERCENT BENEFICIAL PERCENT OF TOTAL
NAME OWNERSHIP OF CLASS OWNERSHIP OF CLASS VOTING POWER
- ---- --------- -------- --------- -------- ------------
Felix Zandman
63 Lincoln Highway
Malvern, PA 19355 984 * 4,050,124 56.1% 32.8%
Donald G. Alfson 20,614 * - - *
Avi D. Eden 18,378 * - - *
Robert A. Freece 47,800 * - - *
Richard N. Grubb 13,836 * - - *
Eliyahu Hurvitz 2,100 * - - *
Henry V. Landau 54,244 * - - *
Gerald Paul 13,874 * - - *
Edward B. Shils 33,300 * - - *
Luella B. Slaner(1) 3,078,672 6.0% 3,113,204 43.1% 27.7%
Mark I. Solomon 4,200 * - - *
Jean-Claude Tine 4,032 * - - *
All Directors and Executive Officers
as a group (14 persons) 3,299,314 6.4% 7,163,328 99.2% 60.7%
American Express Company(2)
American Express Tower 7,311,379 14.3% - - 5.9%
World Financial Center
New York, NY 10285
- --------------------
* Represents less than 1% of the outstanding shares of such class.
(1) Mrs. Slaner is trustee of a trust, created by Mr. Alfred Slaner, a
co-founder of the Company, who passed away in March 1996. The trust
beneficially owns 3,078,086 shares of Common Stock and 3,113,204 shares
of Class B Stock. Accordingly, Mrs. Slaner may also be deemed to
beneficially own such Common Stock and Class B Stock. In addition, Mrs.
Slaner beneficially owns 586 shares of Common Stock.
(2) American Express Company, a parent holding company, reported on a
Schedule 13G, dated December 31, 1995, together with its subsidiary,
American Express Financial Corporation, IDS Tower 10, Minneapolis, MN
55440, a registered investment advisor, that together they have shared
dispositive power over 7,311,379 shares of Common Stock, and of such
shares of Common Stock, has shared voting power of 4,002,502 shares.
4
PROPOSAL 1 - ELECTION OF DIRECTORS
It is proposed to elect a Board of eleven Directors for the following
year and until their successors are elected and qualified. Although the
Company's By-laws provide for up to 12 Directors, the Board has determined that
it is in the Company's best interest for no more than 11 Directors to serve at
this time in order to give the Board of Directors flexibility to appoint an
additional Director if the need arises. Accordingly, proxies may not be voted
for a greater number of persons than the number of nominees named. All of the
nominees, set forth in the table below, are currently members of the Board of
Directors. It is intended that the accompanying form of proxy will be voted for
the election of the eleven nominees unless other instructions are given. Voting
is not cumulative. If any nominee should become unavailable, discretionary
authority is reserved by the individuals named in the proxy to vote for a
substitute. The following sets forth information regarding principal occupation,
and other major affiliations during the past five years, as well as the age of
each of the nominees.
DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTORS
YEAR
FIRST
PRINCIPAL OCCUPATION ELECTED
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR
- ---- --- ----------------------- --------
Felix Zandman(1)........67 Chairman of the Board, President 1962
and Chief Executive Officer of the
Company. President and Chief
Executive Officer since the
Company's inception. Chairman of
the Board since 1989.
Donald G. Alfson........50 Vice President of the Company since 1992
1993. President - Vishay Electronic
Components, North America and Asia,
since April 1992. Employed since
1972 by Dale Electronics, Inc., a
subsidiary of the Company.
Avi D. Eden(1)..........48 Attorney engaged in private 1987
practice. General Counsel to the
Company for more than the past five
years.
Robert A. Freece(1).....55 Senior Vice President of the 1972
Company since May 1994. Vice
President, Treasurer and Chief
Financial Officer of the Company
from 1972 until 1994.
Richard N. Grubb(1).....49 Vice President, Treasurer and Chief 1994
Financial Officer of the Company
since May 1994. Has been associated
with the Company in various
capacities for over 20 years.
Eliyahu Hurvitz.........63 President and Chief Executive 1994
Officer, Teva Pharmaceutical
Industries Ltd. for more than the
past five years.
Gerald Paul.............47 Vice President of the Company since 1993
1993. President - Vishay Electronic
Components, Europe since January
1994. Managing Director since
January 1991 of Draloric Electronic
GmbH, a subsidiary of the Company.
Employed by Draloric since February
1978.
Edward B. Shils
(2)(3)(4)(5)............80 Consultant; Ph.D.; Director - 1981
Wharton Entrepreneurial Center and
George W. Taylor Professor Emeritus
of Entrepreneurial Studies, The
Wharton School, University of
Pennsylvania.
Luella B. Slaner........76 Investor for more than the past 1989
five years.
Mark I. Solomon
(2)(3)(4)(5)............56 Chairman of CMS Companies for more 1993
than the past five years.
Jean-Claude Tine........77 Investor for more than the past 1988
five years.
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Employee Stock Plan Committee.
(4) Member of the Compensation Committee.
(5) Member of the Stock Option Committee.
5
COMPENSATION OF DIRECTORS
Directors who received annual compensation for their services as
Directors are Dr. Shils and Messrs. Hurvitz, Solomon and Tine who each received
$2,500 for each Board meeting attended. In addition, Dr. Shils and Mr. Solomon
received $2,500 for each Audit Committee and each Compensation Committee meeting
attended. Directors who are also employees of the Company do not receive any
compensation for their role as Directors and are compensated as other executive
officers and key management as described under "Compensation Committee and
Employee Stock Plan Committee Report on Executive Compensation -- Executive
Officers and Key Management".
Mr. Eden is counsel to the Company and receives fees for his
services in amounts that management believes are comparable to those that the
Company would pay to unaffiliated attorneys for such services. Mr. Eden received
fees in the amount of approximately $165,000 from Vishay for the year ended
December 31, 1995. In addition, Mr. Eden received a restricted stock award of
$111,900 and options under the 1995 Stock Option Program.
COMMITTEES OF THE BOARD OF
DIRECTORS AND MEETING ATTENDANCE
The Board of Directors met four times during the twelve months
ended December 31, 1995. The Executive Committee met once during the same
period. The Executive Committee is authorized to exercise all functions of the
Board of Directors in the intervals between meetings of the Board of Directors
to the extent permitted by Delaware law.
The Audit Committee met twice during the twelve months ended
December 31, 1995. The functions of the Audit Committee include recommending
independent auditors to the Board of Directors, reviewing with the independent
auditors the scope and results of the auditing engagement, reviewing the
independence of the auditors, considering the range of audit and non-audit fees
and reviewing the adequacy of the Company's systems of internal accounting
controls.
The Employee Stock Plan Committee met twice during the twelve
months ended December 31, 1995. The Employee Stock Plan Committee is authorized,
within the limits of the 1986 stock plans of the Company and its subsidiary,
Dale Electronics, Inc. (the "Stock Plans"), to determine the individuals who are
to receive grants and the vesting requirements with respect to the Stock Plans
and to administer and interpret the Stock Plans.
The Compensation Committee met once during the twelve months ended
December 31, 1995. The Compensation Committee is authorized to establish and
approve management compensation. See "Compensation Committee and Employee Stock
Plan Committee Report on Executive Compensation".
The Stock Option Committee met once during the twelve months ended
December 31, 1995.
The Board does not have a nominating committee.
No Director attended less than 75% of the meetings of the Board
and any committees on which such Director served.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
The two members of the Employee Stock Plan Committee and the Stock
Option Committee are Dr. Shils and Mr. Solomon, who are independent Directors of
the Company and who also may not be awarded Common Stock under the Stock Plans
and the Stock Option Program. Dr. Shils and Mr. Solomon are also the two members
of the Compensation Committee.
LEGAL PROCEEDING
An indictment relating to tax issues has been filed by the
Jerusalem district attorney's office against Promedico Ltd. ("Promedico"), as
well as certain of its officers, including Mr. Eli Hurvitz, a member of the
Board of Directors of the Company and the President and CEO of Teva
Pharmaceutical Industries Ltd. ("Teva"), who served during the period in which
Promedico was owned by Teva (1980-1986) as the chairman of Promedico. The
charges allege: failure to report commissions allegedly received by
6
Promedico, failure to register such commissions in Promedico's books, failure to
pay taxes which may be due on such commissions and fraudulent actions regarding
the foregoing. The charges are attributed to Mr. Hurvitz by reason of his
serving as the chairman of the board of directors of Promedico between the years
1980-1986. Mr. Hurvitz denies any culpability in regard to this matter, and the
board of directors of Teva has expressed its fullest confidence and support of
his ability to continue managing Teva and that Mr. Hurvitz will be fully and
completely exonerated.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth all reportable compensation for the
fiscal years ended December 31, 1995, 1994 and 1993 awarded or paid to the Chief
Executive Officer and the individuals who, in fiscal 1995, were the other four
highest paid executive officers of the Company (collectively the "Five Named
Officers").
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------------- -----------------------------------------------
RESTRICTED
NAME AND CAPACITIES OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
IN WHICH SERVED YEAR SALARY BONUS(1) COMPENSATION AWARDS $ SARS (#) PAYOUTS COMPENSATION
- --------------- ---- ------ -------- ------------ -------- -------- ------- ------------
Felix Zandman 1995 $787,500 $839,470 (2) None 504,000 None $3,000(3)
Chairman of the Board, 1994 $600,000 $600,000 (2) None None None $3,000(3)
President and Chief 1993 $600,000 $341,479 (2) None None None $4,717(3)
Executive Officer
Donald G. Alfson 1995 $180,000 $165,000 (2) $45,750 126,000 None $3,000(3)
Director, Vice President, 1994 $164,231 $185,250 (2) None None None $3,000(3)
President of Vishay 1993 $153,461 $164,750 (2) None None None $4,717(3)
Electronic Components,
North America and Asia
Richard N. Grubb(4) 1995 $160,000 $ 56,900 (2) $65,000 126,000 None $1,600(3)
Director, Vice President, 1994 $160,000 $112,100 (2) None None None None
Treasurer and Chief 1993 -- -- -- -- -- -- --
Financial Officer
Henry V. Landau 1995 $139,856 $194,862 (2) None None None $8,391(5)
Vice President 1994 $132,500 $156,296 (2) None None None $7,944(5)
of the Company; 1993 $127,500 $116,461 (2) None None None $7,645(5)
President and Chief
Executive Officer of
Measurements Group, Inc.,
a subsidiary of
the Company
Gerald Paul(6) 1995 $282,400 $53,500 (2) $45,750 126,000 None None
Director, Vice President, 1994 $246,800 $80,450 (2) None None None None
President of Vishay 1993 $216,400 $55,800 (2) None None None None
Electronic Components,
Europe, and
Managing Director-Draloric
Electronic GmbH,
a subsidiary of the Company
(1) See "Compensation Committee and Employee Stock Plan Committee Report on
Executive Compensation", which describes performance-based bonuses
awarded to the Five Named Officers. Bonuses paid in any fiscal year are
based on results of the previous year.
(2) The Company has concluded that the aggregate amount of perquisites and
other personal benefits paid in such period did not exceed the lesser of
10% of such officer's total annual salary and bonus for each of 1995,
1994 and 1993, respectively, or $50,000. Such perquisites have not been
included in the table.
(3) Represents amounts contributed in 1995, 1994, and 1993 under the
Company's 401(k) plan under which the Company matches, up to the annual
federally mandated maximum amounts, an employee's contributions of up to
2% of such employee's annual salary.
(4) Mr. Grubb became an executive officer of the Company during 1994. The
amount listed under his 1994 salary combines amounts paid to him as an
employee of the Company and as a consultant. Mr. Grubb received
consulting fees of $220,000 for 1993, which management believes were
amounts comparable to those which the Company would have paid to
unaffiliated consultants for such services.
(5) Contributed for the benefit of Mr. Landau under a qualified money
purchase pension plan established for certain employees of Measurements
Group, Inc., a subsidiary of the Company, Mr. Landau is the only
executive officer or Director of the Company to receive benefits under
such plan.
(6) Amounts are paid in foreign currency and converted into U.S. dollars at
the weighted average exchange rate for each 12-month period.
7
RETIREMENT PLANS
Dale Electronics, Inc., a wholly owned subsidiary of the Company
("Dale"), maintains a defined benefit plan for substantially all of its U.S.
full-time employees. The benefits under the plan are based on the employees'
compensation and mandatory contributions to the plan during all years of
participation. For each year of participation, an employee accrues an annual
benefit equal to 2.1% of earnings up to $10,000 and 2.64% of earnings in excess
of $10,000. The plan requires a mandatory contribution by the employee equal to
3.5% of earnings up to $10,000 and 4.4% of earnings in excess of $10,000, up to
the maximum allowable federal limit. Mr. Alfson is the only executive officer or
Director of the Company to participate in the plan. In 1995, Mr. Alfson
contributed $6,510 to the plan and Dale contributed $5,715. The estimated annual
benefit payable upon Mr. Alfson's retirement at age 65, assuming Mr. Alfson (i)
continues to be employed by the Company, (ii) continues to earn the same
compensation he earned in 1995 and (iii) makes all mandatory contributions to
the plan, would be $86,388.
The Company maintains a nonqualified defined benefit retirement plan for certain
highly compensated employees in the United States. The plan essentially
replicates the Dale Electronics Retirement Plan described above. Mr. Grubb is
the only executive officer named in the Summary Compensation Table to
participate in the plan. Mr. Grubb elected to participate in the plan as of July
1, 1995. Mr. Freece and Mr. Spires have also elected to participate in the plan.
During 1995, Mr. Grubb deferred compensation of $3,520 under the plan and
additionally the Company accrued a liability of $2,162. The estimated annual
benefit payable upon Mr. Grubb's retirement at age 65, assuming Mr. Grubb (i)
continues to be employed by the Company, (ii) continues to earn the same
compensation he earned in 1995 and (iii) makes all mandatory contributions under
the plan, would be $60,051.
Draloric Electronic GmbH, a German subsidiary of the Company
("Draloric"), has a noncontributory defined benefit pension plan governed under
German law covering its management and executive employees. The pension benefit
is 15% of accrued premiums paid by the employer, plus earnings on plan assets;
each annual premium is 5.5% of annual salary and bonus of up to DM 24,000
($16,754*). The estimated annual benefit payable upon Dr. Paul's retirement at
age 65 is DM 14,962 ($10,445). Dr. Paul also has an individual contractual
pension arrangement with Draloric that will pay an annual benefit upon
retirement at age 65 based on his years of service (up to 25) and average salary
and bonus in the highest 3 of his final 10 years of employment ("final average
compensation"). The retirement benefit will not exceed 40% of such final average
compensation. This pension is reduced by the amount of the pension benefit
described above. Dr. Paul has voluntarily agreed to a maximum limit of DM
350,000 per year in respect of such final average compensation. Dr. Zandman may,
however, in his sole discretion, elect to increase the DM 350,000 limitation to
reflect Dr. Paul's actual salary and bonus, to take into account cost of living
adjustments, or as he may otherwise deem appropriate. The following table shows
the annual pension payable at age 65 based on years of service and level of
final average compensation. At December 31, 1995, Dr. Paul had 18 years of
service.
Pensionable Years of Service of
Final Average Compensation 10 15 20 25 30 35
----------------------------------------------------------------------------------
100% of pensionable income in 1995 $ 67,125 $ 80,553 $ 93,906 $107,393 $124,498 $144,327
110% of pensionable income in 1995 $ 73,837 $ 88,608 $103,296 $118,132 $136,948 $158,760
120% of pensionable income in 1995 $ 80,550 $ 96,663 $112,687 $128,871 $149,398 $173,193
150% of pensionable income in 1995 $100,691 $120,821 $140,959 $161,097 $186,756 $216,501
200% of pensionable income in 1995 $134,249 $161,097 $187,946 $214,794 $249,005 $288,665
- --------
* All U.S. dollar amounts relating to Dr. Paul's retirement plans,
including those listed on the following chart, have been converted
at the weighted average exchange rate for the 12 months ended
December 31, 1995.
8
STOCK OPTIONS
The following table sets forth certain information regarding
stock options granted to certain executive officers named in the Summary
Compensation Table (the "Named Executive Officers") during the Company's 1995
fiscal year.
OPTION GRANTS IN FISCAL YEAR 1995(1)
Potential Realizable Value
at Assumed Annual
Approximate Rates of Stock Price
Securities % of Total Options Exercise Appreciation for
Underlying Granted to Employees Price Option Term(2)
Options in Fiscal Per Expiration -------------------------
Name Granted(3) Year Share(3) Date 5% 10%
- -------------------------------------------------------------------------------------------------------------------------------
Felix Zandman............. 168,000 15.97% $26.49 3/1/00 $2,304,000 $4,073,000
168,000 15.97% $33.33 3/1/00 1,154,000 2,923,000
168,000 15.97% $47.62 3/1/00 0 523,000
Donald G. Alfson.......... 42,000 3.99% $26.49 3/1/00 $ 576,000 $1,018,000
42,000 3.99% $33.33 3/1/00 289,000 731,000
42,000 3.99% $47.62 3/1/00 0 131,000
Richard N. Grubb.......... 42,000 3.99% $26.49 3/1/00 $ 576,000 $1,018,000
42,000 3.99% $33.33 3/1/00 289,000 731,000
42,000 3.99% $47.62 3/1/00 0 131,000
Gerald Paul............... 42,000 3.99% $26.49 3/1/00 $ 576,000 $1,018,000
42,000 3.99% $33.33 3/1/00 289,000 731,000
42,000 3.99% $47.62 3/1/00 0 131,000
- ---------------------------
(1) Each Named Executive Officer listed in the table received a grant of three
options on March 19, 1995, each at a different exercise price, pursuant to
the Company's 1995 Stock Option Program approved by the stockholders on May
19, 1995. The options are fully vested. Prior to March 1, 1998, no option
may be exercised upon less than six months advance notice. In addition, the
right to exercise any option expires and terminates immediately if the
recipient is terminated from the Company's services for cause or
voluntarily leaves the Company. If a recipient leaves the Company for any
reason other than cause or voluntary termination, then options may be
exercised by that recipient after 24 months have elapsed from the date of
termination, provided the recipient adheres to a non-competition agreement.
If such recipient fails to comply, his options expire and terminate
immediately. Any of these foregoing provisions, however, may be waived at
the discretion of the Stock Option Committee.
(2) The assumed rates of growth, as applied to the stock price as of December
31, 1995 ($31.50), were selected by the Securities and Exchange Commission
for illustration purposes only and are not intended to predict or forecast
future stock prices.
(3) Adjusted for 2:1 stock split on June 16, 1995.
No stock options were exercised by any of the executive officers
named in the Summary Compensation Table during the Company's 1995 fiscal year.
COMPENSATION COMMITTEE AND EMPLOYEE STOCK PLAN COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors, comprised
of two independent Directors, is responsible for establishing and approving the
compensation and benefits provided to the Chief Executive Officer and certain
other executive officers and key management of the Company. The Employee Stock
Plan Committee of the Board of Directors, comprised of two independent
Directors, recommends awards under the Stock Plans and whether such stock should
be restricted.
The Company's executive officers and key management generally
receive a base salary and a performance-based annual cash and/or stock
(restricted and unrestricted) bonus. This compensation formula is designed to
attract and retain management talent capable of achieving the Company's business
objectives, while motivating management to lead the Company to meet or exceed
annual performance goals, thereby enhancing stockholder value. On March 3, 1995,
the Board of Directors approved a stock option program (the "Stock Option
Program") for certain selected individuals, including the Chief Executive
Officer, which was approved by the stockholders at the Company's 1995 annual
meeting. The plan provided specified individuals believed to be key to the
success of the Company with a
9
one time grant of options to purchase shares of the Company's Common Stock at
various exercise prices. The purpose of the program is to enhance the long-term
performance of the Company and to provide selected individuals an incentive to
remain in the service of the Company by acquiring an additional proprietary
interest in the Company.
Chief Executive Officer
Dr. Zandman's compensation is determined under the terms of his
employment contract (see "Employment Contract") and under a performance-based
compensation plan for the Chief Executive Officer (the "162(m) Cash Bonus Plan")
recommended by the Compensation Committee and approved by the Company's
stockholders in 1994.
Dr. Zandman's base salary is determined primarily by considering
(i) the Company's financial performance in view of the performance of companies
similar in size and character, (ii) the compensation of officers of companies
similar in size and character, including some of the companies listed as peer
group companies, (iii) Dr. Zandman's 32 years of dedication and service to the
Company from the date of its incorporation and (iv) the Company's financial
performance in comparison to previous years. For 1996, Dr. Zandman's base salary
will be $850,000.
Under the 162(m) Cash Bonus Plan, the Chief Executive Officer's
performance bonus has been structured so that Dr. Zandman's aggregate annual
compensation will depend in large part on the annual after-tax profits of the
Company. The Compensation Committee has focused in recent years particularly on
the net earnings of the Company because the Committee believes net earnings to
be a strong gauge of the growth and success of the Company. From 1990 through
1995 Vishay's net earnings grew by approximately 299%. In 1995, Vishay realized
record net earnings of $92,667,000 which reflected a 57% increase over 1994's
net earnings.
Under the formula approved by the Compensation Committee for 1996,
Dr. Zandman will be awarded a cash performance bonus if the Company achieves
after-tax profits above $75 million. The new threshold of $75 million represents
an increase from the previous threshold of $25 million. The bonus will be a cash
amount equal to 3% of net after-tax profits above $75 million. Applying this
formula, the cash bonus has been capped at $1,000,000 for 1996. If, however, the
Company's after-tax profits are $75 million or less, Dr. Zandman's base salary
shall be reduced by 15%. The Compensation Committee set these after-tax profit
targets by considering the Company's historical growth and setting thresholds in
relation thereto that it believes will allow the Chief Executive Officer to earn
a base salary at or above the median for surveyed companies with an opportunity
to attain levels generally higher than those of Chief Executive Officers for
surveyed companies if Vishay achieves certain after-tax profits. This formula
may only be adjusted or waived by the Board of Directors upon recommendation of
the Compensation Committee following each fiscal year.
Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code ("Section 162(m)")
limits to $1 million the annual tax deduction for compensation paid to the Chief
Executive Officer and any of the four highest paid other executive officers
unless certain requirements for performance-based compensation are met. The
Compensation Committee considered these requirements and designed the 162(m)
Cash Bonus Plan of the Chief Executive Officer and the Stock Option Program
accordingly, although the changes required to the already existing performance
bonus plan for the Chief Executive Officer were minimal. The Committee currently
intends to continue to comply with the requirements of Section 162(m) but
reserves the right to alter the 162(m) Cash Bonus Plan and the Stock Option
Program if doing so would be in the best interests of the Company and its
stockholders.
Executive Officers and Key Management
For the other executive officers and certain key management of
Vishay, base salaries are set annually essentially by considering the average
compensation of similarly situated officers of companies similar in size and
character including some of the companies listed as peer group companies.
Performance bonuses are also awarded annually to these individuals. For those
executive officers who manage discrete business units of the Company, such as
Messrs. Alfson and Landau and Dr. Paul, the bonus is primarily tied to a preset
combination of operating and after-tax profit goals of the business unit that
such executive officer manages, which are determined by Dr. Zandman, in his sole
discretion. In addition, from time to time, Dr. Zandman may, together with an
executive who manages a discrete business unit, devise a project, the goal of
which, if achieved, would entitle the executive to an additional bonus. For key
personnel who work out of the Company's headquarters, such as Mr. Grubb, the
performance bonus is
10
primarily based upon the after-tax profits of the Company as a whole. Under the
formula approved for 1996, these key personnel will be entitled to performance
bonuses equal to 0.4% of after tax profits above $75 million. Any bonus awarded
may be granted in cash and/or in Common Stock of the Company. The Common Stock
is available through the Stock Plans. The portion of each bonus paid in cash and
the portion awarded in stock (which may be either restricted or unrestricted
stock) is determined by the Employee Stock Plan Committee, in its discretion,
relying in large part, however, upon the recommendation of Dr. Zandman. The base
salaries and performance bonuses are structured to balance the Company's desire
to give the executive officers and key management the incentive to maximize the
operating and after-tax profits of the discrete business units and the after-tax
profits of the Company as a whole with optimum fiscal efficiency. Accordingly,
base salaries are set at or below the median for the surveyed companies, with an
opportunity for total compensation at or above the median when after-tax profit
targets are met.
Respectfully submitted,
THE COMPENSATION COMMITTEE THE EMPLOYEE STOCK PLAN COMMITTEE
Edward B. Shils Edward B. Shils
Mark I. Solomon Mark I. Solomon
EMPLOYMENT CONTRACT
On March 15, 1985, the Company and Dr. Zandman entered into a
long-term employment agreement. The agreement, which was for an initial term of
seven years, provides for automatic annual extensions through 1996 of such
seven-year period. The agreement also provides that the Board of Directors may
increase Dr. Zandman's compensation (including his bonus) from time to time as
it deems advisable, subject to certain parameters, including a required
comparison every three years of Dr. Zandman's compensation to that of officers
of companies of similar size and character. Dr. Zandman's compensation under the
agreement may not be less than $250,000 per year. The agreement may terminate
prior to its expiration date in the event of death, disability or cause. In the
event that the agreement is terminated other than as a result of death,
disability, cause or pursuant to voluntary termination by Dr. Zandman, or as a
result of a breach of the agreement by the Company, Dr. Zandman will be entitled
to a royalty from the date of such termination or breach to the later to occur
of (i) the tenth anniversary of such date or (ii) Dr. Zandman's 75th birthday.
The amount of such royalty, based on the gross sales by the Company of products
incorporating any inventions made by Dr. Zandman after the date of the
agreement, payable quarterly, shall be equal to 5% of the gross sales, less
returns and allowances, for each such year of products of the Company that
incorporate Dr. Zandman's inventions after the date of the agreement.
11
PERFORMANCE GRAPH
The line graph below compares the cumulative total shareholder
return on the Company's Common Stock over a 5-year period with the return on the
Standard & Poor's 500 Stock Index and with the return on a peer group of
companies selected by Westergaard Research Corp. utilizing BRIDGE Information
Systems, Inc. Network I275 industry grouping. The peer group is made up of 24
publicly-held manufacturers of semiconductors, capacitors, resistors and other
electronic components, including the Company.(1) The return of each peer issuer
has been weighted according to the respective issuer's stock market
capitalization. The line graph assumes that $100 had been invested at December
31, 1989 and assumes that all dividends were reinvested.
[GRAPHIC OMITTED]
==========================================================================================================================
1990 1991 1992 1993 1994 1995
- ---------------------------------------------------------------------------------------------------------------------------
Vishay Intertechnology, Inc. $100.00 $134.99 $268.71 $290.43 $425.40 $574.29
- ---------------------------------------------------------------------------------------------------------------------------
S&P 500 $100.00 $130.47 $140.41 $154.56 $156.60 $215.45
- ---------------------------------------------------------------------------------------------------------------------------
Peer Group(1) $100.00 $ 97.19 $120.32 $168.41 $230.59 $275.94
===========================================================================================================================
(1) Advanced Micro Devices, Inc., Alpha Industries, American Annuity Group,
American Technical Ceramics Corp., Analog Devices, Inc., Appian Technology
Inc. (bankrupt), CTS Corp., Cypress Semiconductor Corp., Dallas
Semiconductor Corporation, Dense-Pac Microsystems Inc., Diodes Inc., EA
Industries (formerly Electronic Associates Inc.), International Rectifier
Corporation, Jetronic Industries Inc., Kyocera Corp., LSI Logic
Corporation, M/A Com Inc., National Semiconductor Corporation, Semtech
Corp., Solitron Devices Inc., Texas Instruments Incorporated, Unitrode
Corporation, Varian Associates Inc., Vishay Intertechnology, Inc.
12
PROPOSAL 2 - ELECTION OF INDEPENDENT AUDITORS
The Board of Directors recommends that the public accounting firm
of Ernst & Young LLP be appointed independent auditors of the Company for the
Company's next audited fiscal year ending December 31, 1996. Ernst & Young LLP
have been the Company's auditors since 1968. Representatives of Ernst & Young
LLP are expected to be present at the Annual Meeting to respond to appropriate
questions from the Company's stockholders and will have the opportunity to make
a statement at the Annual Meeting if they desire to do so.
OTHER BUSINESS
As of the date of this Proxy Statement, the only business which
the Board of Directors intends to present and knows that others will present at
the Annual Meeting is that hereinabove set forth. If any other matter or matters
are properly brought before the Annual Meeting or any adjournment thereof, it is
the intention of the person named in the accompanying form of proxy to vote the
proxy on such matters in accordance with their judgment on such matters.
AVAILABILITY OF FORM 10-K
Information regarding the executive officers of the Company is
hereby incorporated by reference to the Company's most recent Report on Form
10-K. The Company will provide to any stockholder, upon written request and
without charge, a copy of such report, including the financial statements and
schedules thereto, as filed with the Securities and Exchange Commission. All
requests for such reports should be directed to Richard N. Grubb, Vice
President, Vishay Intertechnology, Inc., 63 Lincoln Highway, Malvern,
Pennsylvania 19355-2120, telephone number (610) 644-1300.
PROPOSALS OF SECURITY HOLDERS
Any stockholder proposal intended to be presented at the
Company's 1997 Annual Meeting should be sent to the Company at 63 Lincoln
Highway, Malvern, Pennsylvania 19355-2120 and must be received on or prior to
December 23, 1996, to be eligible for inclusion in the Company's Proxy Statement
and form of proxy to be used in connection with the 1997 Annual Meeting.
William J. Spires
Secretary
April 15, 1996
13
VISHAY INTERTECHNOLOGY, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Felix Zandman and Richard N. Grubb, or
if only one is present, then that individual, with full power of substitution,
to vote all shares of VISHAY INTERTECHNOLOGY, INC. (the "Company"), which the
undersigned is entitled to vote at the Company's Annual Meeting to be held at
The Four Seasons Hotel, Ballroom, Lobby Level, One Logan Square, Philadelphia,
Pennsylvania 19103, on the 16th day of May, 1996 at 10:30 a.m. Philadelphia
time, and at any adjournment thereof, hereby ratifying all that said proxies or
their substitutes may do by virtue hereof, and the undersigned authorizes and
instructs said proxies to vote as follows:
1. ELECTION OF DIRECTORS: To elect the nominees for Director below for a term
of one year;
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(except as marked to
the contrary below) |_| to vote for all nominees listed below |_|
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Felix Zandman, Donald G. Alfson, Avi D. Eden, Robert A. Freece, Richard
N. Grubb, Eliyahu Hurvitz, Gerald Paul, Edward B. Shils, Luella B.
Slaner, Mark I. Solomon, Jean-Claude Tine
2. APPROVAL OF AUDITORS: To approve the appointment of Ernst & Young LLP as
auditors of the Company for the fiscal year ended December 31, 1996;
FOR |_| AGAINST |_| ABSTAIN |_|
and in their discretion, upon any other matters that may properly come before
the meeting or any adjournments thereof.
(Continued and to be dated and signed on the other side.)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
Receipt of the Notice of Annual Meeting and of the Proxy Statement
and Annual Report of the Company accompanying the same is hereby acknowledged.
Dated: _____________________________, 1996
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of Stockholder)
Your signature should appear the same as
your name appears herein. If signing as
attorney, executor, administrator, trustee
or guardian, please indicate the capacity
in which signing. When signing as joint
tenants, all parties to the joint tenancy
must sign. When the proxy is given by a
corporation, it should be signed by an
authorized officer.