vishayintertech_8k.htm
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
Date of Report (Date
of earliest event reported): June 16, 2010
| |
Vishay Intertechnology, Inc. |
|
| (Exact name of registrant as specified
in its charter) |
| Delaware |
|
1-7416 |
|
38-1686453 |
| (State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File Number) |
|
Identification
No.) |
| 63 Lancaster
Avenue |
|
|
| Malvern, PA |
|
19355-2143 |
| (Address of principal executive
offices) |
|
(Zip
Code) |
Registrant’s telephone
number, including area code: 610-644-1300
| |
| (Former
name or former address, if changed since last
report.) |
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:
| o |
|
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
|
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| o |
|
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17
CFR 240.14a-12) |
|
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|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02 – Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 16, 2010, the
Compensation Committee of the Board of Directors of Vishay Intertechnology, Inc.
(“Vishay”) approved certain changes in the employment arrangements of Dr. Gerald
Paul, Vishay’s President and Chief Executive Officer, and, upon the
recommendation of the Compensation Committee, the Board of Directors approved
certain changes in the employment arrangements of Dr. Felix Zandman, Vishay’s
Executive Chairman of the Board and Chief Technical and Business Development
Officer, Mr. Marc Zandman, Vishay’s Vice-Chairman of the Board and Chief
Administration Officer, and Dr. Lior Yahalomi, Vishay’s Executive Vice President
and Chief Financial Officer. These changes are expected to be included in
amendments to the employment agreements of these executive officers.
The terms of the
executives’ restricted stock units (“RSUs”) and performance-vested restricted
stock units or performance stock units (“PSUs”) were modified such that in the
event of (i) the termination of the executive’s employment under certain
circumstances, the executive’s outstanding RSUs shall immediately vest and the
outstanding PSUs shall vest on their normal vesting date to the extent
applicable performance criteria are realized; and (ii) a change of control of
Vishay, all of such executive’s outstanding RSUs and PSUs shall immediately
vest. Each of Dr. Gerald Paul’s and Mr. Marc Zandman’s employment arrangements
will also be modified such that upon any termination (other than for cause)
after attaining age 62, the executive would be entitled to the same payments and
benefits they would have received if their respective employment were terminated
by Vishay without cause or by the respective executive for good
reason.
Item 5.07 – Submission of Matters to a Vote of
Security Holders.
Vishay held its Annual
Meeting of Stockholders on June 16, 2010, at which stockholders voted on the
election of three directors to hold office until 2013, the ratification of the
appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2010, and a stockholder
proposal.
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 |
|
|
|
|
|
|
|
For |
|
Withheld |
|
|
| Dr. Felix Zandman |
|
|
|
|
|
| Common stock |
78,974,900 |
|
62,173,580 |
|
|
| Class B common
stock |
14,041,206 |
|
- |
|
|
| Total voting
power |
219,386,960 |
|
62,173,580 |
|
|
| Dr. Gerald Paul |
|
|
|
|
|
| Common stock |
81,974,189 |
|
59,174,291 |
|
|
| Class B common
stock |
14,041,206 |
|
- |
|
|
| Total voting
power |
222,386,249 |
|
59,174,291 |
|
|
| Frank D. Maier |
|
|
|
|
|
| Common stock |
136,548,675 |
|
4,599,805 |
|
|
| Class B common
stock |
14,041,206 |
|
- |
|
|
| Total voting
power |
276,960,735 |
|
4,599,805 |
|
|
| |
|
|
| Ratification of Independent Registered
Public Accounting Firm |
| |
|
|
|
|
For |
|
Against |
|
Abstain |
| Common stock |
154,102,831 |
|
5,695,178 |
|
174,472 |
| Class B common
stock |
14,041,758 |
|
- |
|
- |
| Total voting
power |
294,520,411 |
|
5,695,178 |
|
174,472 |
| |
|
|
|
|
|
| Stockholder
Proposal |
|
|
|
|
|
| |
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
| Common stock |
4,140,115 |
|
136,759,662 |
|
248,703 |
| Class B common
stock |
- |
|
14,041,206 |
|
- |
| Total voting
power |
4,140,115 |
|
277,171,722 |
|
248,703 |
| |
|
|
|
|
|
Item 8.01 – Other Events.
On June 16, 2010, Vishay
issued a press release announcing the timing and details of its spin-off of
Vishay Precision Group, Inc.
A copy of the press
release regarding this announcement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
|
99.1
|
|
Press Release
dated June 16, 2010.
|
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: June 21, 2010
| VISHAY INTERTECHNOLOGY,
INC. |
| |
| By: |
/s/ Lior E. Yahalomi |
|
| Name: |
Dr. Lior E. Yahalomi |
| Title: |
Executive Vice President and
Chief
Financial Officer |