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

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:

 

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).

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 Agreements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

 

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Item 5.07 – Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders, Vishay's stockholders elected three directors 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, 2017, voted on an advisory basis to approve Vishay's executive compensation, voted on an advisory basis to submit executive compensation to an advisory vote on a triennial basis, and approved the amended and restated Vishay Intertechnology Section 162(m) Cash Bonus Plan.

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 2020

 

		For				Withheld				Broker Non-Votes
Dr. Abraham Ludomirski
Common stock			90,229,947				22,088,520				8,856,279
Class B common stock			12,039,494				18,021				262
Total voting power			210,624,887				22,268,730				8,858,899
Ronald Ruzic
Common stock			107,066,204				5,252,263				8,856,279
Class B common stock			12,039,494				18,021				262
Total voting power			227,461,144				5,432,473				8,858,899
Raanan Zilberman
Common stock			111,343,995				974,472				8,856,279
Class B common stock			12,057,515				-				262
Total voting power			231,919,145				974,472				8,858,899

 

Ratification of Appointment of Independent Registered Public Accounting Firm

 

		For				Against				Abstain				Broker Non-Votes
Common stock			117,305,931				3,772,604				96,211				-
Class B common stock			12,057,777				-				-				-
Total voting power			237,883,701				3,772,604				96,211				-

 

Advisory Vote on Executive Compensation

 

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Item 8.01 – Other Events.

Cash Dividend Declaration

On May 23, 2017, Vishay declared a quarterly cash dividend of $0.0625 per share of common stock and Class B common stock outstanding payable on June 29, 2017 to stockholders of record at the close of business on June 15, 2017. 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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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 23, 2017