UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A

 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

 

Filed by the Registrant  o

 

Filed by a Party other than the Registrant  þ

 

Check the appropriate box:

 

þ  Preliminary Proxy Statement

o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o  Definitive Proxy Statement

o  Definitive Additional Materials

o  Soliciting Material Pursuant to §240.14a-12

 

INTERNATIONAL RECTIFIER CORPORATION

(Name of Registrant as Specified In Its Charter)

 

VISHAY INTERTECHNOLOGY, INC.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION
DATED SEPTEMBER [ • ], 2008

 

 

 

 

PROXY STATEMENT
OF
VISHAY INTERTECHNOLOGY, INC.

 

 

 

 

ANNUAL MEETING OF STOCKHOLDERS
OF
INTERNATIONAL RECTIFIER CORPORATION

 

 

This proxy statement and the accompanying BLUE proxy card are being furnished to you by Vishay Intertechnology, Inc., a Delaware corporation (“Vishay”), in connection with the solicitation of proxies from you, holders of common stock, par value $1.00 per share (the “Common Stock”), of International Rectifier Corporation, a Delaware corporation (the “Company”). Vishay intends to vote such proxies at the annual meeting of the Company’s stockholders scheduled to be held on October 10, 2008 at 10 a.m. (California time) at the Marriott Hotel located at 1400 Parkview Avenue, Manhattan Beach, California, including any adjournments or postponements thereof and any special meeting that may be called in lieu thereof (the “Annual Meeting”), in order to take the following actions:

 

(1) To vote FOR the election of Ronald M. Ruzic, William T. Vinson and Professor Yoram (Jerry) Wind (collectively, the “Nominees”) to serve as the Class One directors on the board of directors of the Company (the “Board”);

 

(2) To vote FOR the amendment of Section 2 of Article II of the Amended and Restated Bylaws of the Company (the “Bylaws”) to provide that the annual meeting of stockholders for the year 2008, and the election of the Class Two directors by stockholders at that meeting, shall be held not later than one month following the expiration of the third anniversary of the date on which the annual meeting of Company stockholders was held in 2005 (that is, not later than December 21, 2008);

 

(3) To vote FOR the amendment of Section 7 of Article II of the Bylaws to provide that any adjournment of a stockholders meeting at which a quorum is present may not be made unless such adjournment is approved by at least a majority of the shares present in person or represented by proxy at that meeting;

 

(4) To vote FOR the amendment of the Bylaws to repeal any and all new Bylaws and Bylaw amendments that are adopted by the Board after February 29, 2008 and prior to or on the date of the adoption of this resolution by the stockholders, unless and to the extent that any such new Bylaws or Bylaw amendments have been approved by holders of a majority of the outstanding common shares of the Company; and

 

(5) To vote FOR the Company’s proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2008.

 

In addition, the Company has indicated that it has received notice of the intention of a stockholder of the Company to present a proposal regarding a compensation recoupment policy, which is described in the section of this proxy statement entitled “Other Matters.” Unless your proxy card otherwise indicates, Vishay intends to ABSTAIN from voting on this proposal and makes no recommendation as to how to vote on this proposal.

 

THIS SOLICITATION IS BEING MADE BY VISHAY AND NOT ON BEHALF OF THE COMPANY’S BOARD OF DIRECTORS OR MANAGEMENT.

 

The Company has set September 19, 2008 as the record date for determining stockholders entitled to vote at the Annual Meeting. According to information provided to Vishay by the Company; there were 72,881,787 shares of Common Stock issued and outstanding as of the Record Date and entitled to vote at the Annual Meeting.

 

This proxy statement and the accompanying BLUE proxy card are first being sent or given on or about September [ • ], 2008 to all holders of record of Common Stock on the record date. On the record date, Vishay beneficially owned 1,100 shares of Common Stock, or less than one percent of the outstanding Common Stock. Vishay intends to vote all of its shares at the Annual Meeting FOR the election of its Nominees, FOR the three Bylaw amendment proposals listed above and FOR the Company’s proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2008. Unless your proxy card otherwise indicates, Vishay intends to abstain from voting on the stockholder proposal regarding a compensation recoupment policy.

 

Except as set forth above, Vishay does not know of any other business that will be presented at the Annual Meeting. If, however, other matters are properly presented and you have executed, dated and returned the enclosed BLUE proxy card, the persons named in the enclosed BLUE proxy card will vote the Common Stock represented thereby in accordance with their best judgment pursuant to the discretionary authority granted in the proxy.

 

Under rules of the U.S. Securities and Exchange Commission, Vishay and certain of its directors, officers and employees, along with the Nominees, may be deemed “participants” in the solicitation of proxies in connection with the Annual Meeting (collectively, the “Participants”). Information about the Participants is contained in this proxy statement under the headings “Proposal 1: Election of the Nominees,” “Solicitation of Proxies,” “Certain Information Regarding Vishay,” “Certain Litigation” and in Annex A to this proxy statement.

 

This proxy statement is dated September [ • ], 2008. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary. All information relating to any person other than the Participants is given only to the knowledge of Vishay. You are advised to read this proxy statement and other relevant documents when they become available because they will contain important information. You may obtain a free copy of this proxy statement and other relevant documents filed by Vishay at the SEC’s web site at http://www.sec.gov or by calling Innisfree M&A Incorporated at the address and phone numbers indicated below.

 

PLEASE NOTE THAT THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN OFFER WITH RESPECT THERETO. AS OF THE DATE OF THIS PRELIMINARY PROXY STATEMENT, VISHAY’S PROPOSED TENDER OFFER FOR THE OUTSTANDING SHARES OF COMPANY COMMON STOCK DESCRIBED IN THIS PROXY STATEMENT HAS NOT COMMENCED. ANY OFFERS TO PURCHASE OR SOLICITATION OF OFFERS TO SELL WILL BE MADE ONLY PURSUANT TO A TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) FILED WITH THE SEC. COMPANY STOCKHOLDERS ARE ADVISED TO READ THOSE DOCUMENTS AND ANY OTHER DOCUMENTS RELATING TO THE PROPOSED TENDER OFFER THAT ARE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS MAY OBTAIN COPIES OF THESE DOCUMENTS FOR FREE, WHEN AVAILABLE, AT THE SEC’S WEBSITE AT WWW.SEC.GOV OR BY CALLING INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE OFFER.

 

Please vote by telephone or via the Internet today (instructions are on your BLUE proxy card) or by signing, dating and mailing the enclosed BLUE proxy card in the postage-paid envelope provided.

 

Vishay has retained Innisfree M&A Incorporated to assist in this solicitation of proxies. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

 

INNISFREE M&A INCORPORATED
501 Madison Avenue, 20^th Floor
New York, NY 10022

 

Stockholders Call Toll-Free: (877) 456-3402

 

Banks and Brokers Call Collect: (212) 750-5833

TABLE OF CONTENTS

 

 

The following are some of the questions you may have as a stockholder of the Company, as well as the answers to those questions. The following is not a substitute for the information contained in this proxy statement, and the information contained below is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement. We urge you to read this proxy statement carefully and in its entirety.

 

Who is making this solicitation?

 

Vishay Intertechnology, Inc. is a Delaware corporation with principal executive offices located at 63 Lancaster Avenue, Malvern, Pennsylvania, 19355-2143. Vishay is one of the world’s largest manufacturers of discrete semiconductors and passive electronic components. These components are used in virtually all types of electronic devices and equipment in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets.

 

What is Vishay asking you to vote for?

 

Vishay is asking you to vote FOR the following actions:

 

(1) the election of Ronald M. Ruzic, William T. Vinson and Professor Yoram (Jerry) Wind to serve as the Class One directors on the board of directors of the Company;

 

(2) the amendment of Section 2 of Article II of the Company’s Bylaws to provide that the annual meeting of stockholders for the year 2008, and the election of the Class Two directors by stockholders at such meeting, shall be held not later than one month following the expiration of the third anniversary of the date on which the annual meeting of Company stockholders was held in 2005 (that is, not later than December 21, 2008);

 

(3) the amendment of Section 7 of Article II of the Bylaws to provide that any adjournment of a stockholders meeting at which a quorum is present may not be made unless such adjournment is approved by at least a majority of the shares present in person or represented by proxy at such meeting;

 

(4) the amendment of the Bylaws to repeal any and all new Bylaws and Bylaw amendments that are adopted by the Board after February 29, 2008 and prior to or on the date of the adoption of this resolution by the stockholders, unless and to the extent that any such new Bylaws or Bylaw amendments have been approved by holders of a majority of the outstanding common shares of the Company; and

 

(5) the Company’s proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2008.

 

In addition, the Company has indicated that it has received notice of the intention of a stockholder of the Company to present a proposal regarding a compensation recoupment policy, which is described in the section of this proxy statement entitled “Other Matters.” Unless your proxy card otherwise indicates, Vishay intends to ABSTAIN from voting on this proposal and makes no recommendation as to how to vote on this proposal.

 

Why are we soliciting your vote?

 

Vishay is soliciting your vote because Vishay believes that the current directors of the Company are not acting, and will not act, in what Vishay believes to be your best interests with respect to Vishay’s offer to acquire all of the outstanding shares of the Company’s common stock for $23.00 in cash per share (the “Offer”). This offer price represents a premium of 22% to the Company’s closing stock price on August 14, 2008, the last trading day prior to public disclosure of our original acquisition proposal, and a 30% premium over the Company’s average closing price for the 30 trading days preceding that announcement. The Board has, however, rejected the Offer and refused to meet with Vishay to discuss a potential acquisition transaction.

 

We are not seeking control of the Board at the Annual Meeting, and there can be no assurance that, if the Nominees are elected, they would cause the Board to approve the Offer or a business combination with

Vishay. However, Vishay believes that the election of the Nominees will send a strong signal to the Company that the stockholders would like the Board to undertake, subject to and in accordance with its fiduciary duties, a complete and comprehensive evaluation of Vishay’s acquisition proposal. Such an evaluation could allow Vishay to enter into negotiations with the Company and conduct any necessary due diligence on the Company which might facilitate the consummation of the Offer.

 

In addition, we anticipate that if the Nominees are elected, they would seek to maximize stockholder value and, in reviewing the Offer, would act in the best interests of the Company’s stockholders in accordance with their fiduciary duties. Such efforts could include taking steps to try to persuade the other Board members to support and facilitate the Offer and to take actions to satisfy the conditions and eliminate the impediments to consummation of the Offer. In short, we believe they will do a better job of ensuring that your best interests are being served.

 

We are submitting the proposed Bylaw amendments for your consideration because the Company has indicated that it intends to delay the 2008 annual meeting and the election of the Class Two directors, whose three-year terms expire on November 21, 2008, until sometime in early 2009. If adopted, our proposed Bylaw amendments will require the Company to hold the 2008 annual meeting and the election of Class Two directors no later than December 21, 2008. In addition, our proposed Bylaw amendments will limit the Board’s ability to adjourn a stockholders meeting if a quorum is present, unless the adjournment is approved by the stockholders.

 

If you elect our Nominees, are you agreeing to an acquisition of the Company by Vishay or agreeing to tender your shares to Vishay?

 

No. Although the election of our Nominees to the Board is an important step toward exploring a potential business combination with Vishay, we are not asking the Company’s stockholders to tender their shares of Common Stock by means of this proxy solicitation or to consent to or vote on a merger with Vishay at this time. Even if all three of our Nominees are elected at the delayed 2007 annual meeting, they will still only constitute a minority of the Board. We believe, however, that electing the Nominees will send a strong signal to the Company that the stockholders would like the Board to undertake, subject to and in accordance with its fiduciary duties, a complete and comprehensive evaluation of Vishay’s acquisition proposal. If our Nominees are elected at the delayed 2007 annual meeting, and the Board continues to refuse to explore the merits of a transaction with Vishay, it is our present intention to nominate candidates for election to the Board at the 2008 annual meeting.

 

Who are Vishay’s director nominees?

 

We are proposing that Ronald M. Ruzic, William T. Vinson and Professor Yoram (Jerry) Wind be elected as Class One directors of the Company. The Company’s Board currently consists of eight directors who are divided into three classes, with the three members of Class One to be elected at the Annual Meeting.

 

Vishay believes the Nominees are highly qualified to serve as directors on the Board and are independent within the meaning of the New York Stock Exchange corporate governance standards. We do not believe the payment of a customary nominee fee of $50,000 by Vishay to each of the Nominees provides a basis for concluding they would not, if elected, qualify as independent under these standards. None of the Nominees is affiliated with Vishay or any subsidiary of Vishay or has any relationship with Vishay (expect for his agreement to serve as a Nominee, as described in this proxy statement). The principal occupation and business experience of each Nominee is set forth in this proxy statement under the section entitled “Proposal 1: Election of the Nominees,” which we urge you to read.

 

Who can vote at the Annual Meeting?

 

If you owned shares of Common Stock at the close of business on September 19, 2008, the record date, you are entitled to vote at the Annual Meeting to elect our Nominees and to approve the other proposals described in this proxy statement.

How many shares must be voted in favor of Vishay’s nominees to elect them?

 

Directors of the Company are elected by a plurality of the votes cast with a quorum present. For this purpose, “plurality” means that the individuals receiving the largest number of votes are elected as directors, up to the maximum number of directors to be elected. Accordingly, at the Annual Meeting, the three persons who receive the greatest number of votes of the Company stockholders represented in person or by proxy at the Annual Meeting will be elected as directors.

 

How many shares must be voted in favor of the other proposals described in this proxy statement?

 

Each of Proposals 2, 3 and 4 described in this proxy statement, which relate to amendments to the Company’s Bylaws, requires the affirmative vote of a majority of the shares of Common Stock issued and outstanding and entitled to vote on the proposals at the Annual Meeting. Proposal 5 (ratification of the Company’s independent public accountants), and the stockholder proposal noted below in the section entitled “Other Matters,” each require the approval of a majority of the shares present, in person or by proxy, and entitled to vote on such proposals.

 

How do proxies work?

 

Vishay is asking you to appoint Larry W. Miller and Peter J. Walsh as your proxy holders to vote your shares of Common Stock at the Annual Meeting. You may make this appointment by using one of the voting methods described below. Giving us your proxy means that you authorize the proxy holders to vote your shares at the Annual Meeting according to the directions you provide on the proxy card. You may vote for all, some or none of Vishay’s director candidates. You may also vote for or against the other proposals described in this proxy statement, or abstain from voting.

 

What should you do in order to vote for Vishay’s director nominees and the other proposals?

 

Please vote by telephone or via the Internet today (instructions are on your BLUE proxy card) or by signing, dating and mailing the enclosed BLUE proxy card in the postage-paid envelope provided.

 

What happens if you return a signed proxy without voting instructions?

 

If you return a signed BLUE proxy card without providing voting instructions, your shares of Common Stock will be voted: (1) FOR the election of each of Vishay’s Nominees as a Class One director, (2) FOR Vishay’s three proposals to amend the Company’s Bylaws, as described above, and (3) FOR the Company’s proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal years 2008. In addition, you will be deemed to have given a direction to ABSTAIN from voting on the stockholder proposal regarding a compensation recoupment policy that is described in the section of this proxy statement entitled “Other Matters.”

 

Will any other matters be considered at the Annual Meeting?

 

Vishay does not know of any other matters to be presented for approval by the Company’s stockholders at the Annual Meeting. If, however, other matters are properly presented, the persons named in the enclosed BLUE proxy card will vote the shares represented thereby in accordance with their best judgment pursuant to the discretionary authority granted in the proxy.

 

What is the deadline for submitting proxies?

 

Proxies can be submitted until action on the director nominations and other proposals is taken at the Annual Meeting. However, to be sure that Vishay receives your proxy in time to utilize it, we request that you provide your proxy to us as early as possible.

Can you revoke your proxy?

 

You may revoke a proxy that you have given to either the Company or to Vishay at any time before it is exercised at the Annual Meeting by executing a proxy bearing a later date, by submitting a written revocation to the Secretary of the Company at 233 Kansas Street, El Segundo, California 90245, prior to the commencement of the Annual Meeting, or by voting in person at the Annual Meeting. Stockholders whose shares are held in “street name” should consult with their broker or nominee concerning the method for revoking their proxy.

 

Do you have any appraisal or similar dissenter’s rights?

 

Stockholders of the Company will not have rights of appraisal or similar dissenter’s rights with respect to any of the matters identified in this proxy statement to be acted upon at the Annual Meeting.

 

Whom should you call if you have any questions about the solicitation?

 

If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 456-3402 (from the U.S. and Canada). Banks and brokers and callers from other countries may call collect at (212) 750-5833.

 

Vishay proposes that the Company’s stockholders elect Ronald M. Ruzic, William T. Vinson and Professor Yoram (Jerry) Wind as the Class One directors of the Company at the Annual Meeting. According to publicly available information, the Company’s Board currently consists of eight directors who are divided into three classes, with each class to be elected for a three-year term on a staggered basis. The three members of Class One are up for election at the Annual Meeting. Each of Vishay’s Nominees, if elected at the Annual Meeting, would hold office until the annual meeting of Company stockholders for the year 2010, or until their respective successors have been elected and qualified. Each of the Nominees has consented to being named as a nominee and, if elected, to serving as a Company director.

 

Directors of the Company are elected by a plurality of the votes cast with a quorum present. At the Annual Meeting, the three persons who receive the greatest number of votes of the Company stockholders represented in person or by proxy at the Annual Meeting will be elected as directors. Stockholders may not vote their shares cumulatively for the election of directors. Abstentions are considered in determining the presence of a quorum, but will not affect the plurality vote required for the election of directors. If the three Nominees are elected to the Board, they will replace the incumbent Class One directors — Mary B. Cranston, Dr. Jack O. Vance and Tom Lacey. The Company has indicated that it is soliciting proxies to elect Ms. Cranston and Messrs. Vance and Lacey to the Board at the Annual Meeting to a three-year term.

 

Vishay believes the Nominees are highly qualified to serve as directors on the Board and are independent within the meaning of the New York Stock Exchange corporate governance standards. None of the Nominees is affiliated with Vishay or any subsidiary of Vishay or has any relationship with Vishay (expect for his agreement to serve as a Nominee, as described in this proxy statement).

 

In addition, the Nominees understand that, if elected as directors of the Company, each of them will have an obligation under Delaware law to discharge his duties as a director in good faith, consistent with his fiduciary duties to the Company and its stockholders. The only commitment given to Vishay by the Nominees with respect to their service on the Board, if elected, and the only such commitment Vishay has sought from the Nominees, is that they will exercise their independent judgment in all matters before the Board in accordance with their fiduciary duties.

 

Vishay is not seeking control of the Board at the Annual Meeting, and there can be no assurance that, if the Nominees are elected, they would cause the Board to approve the Offer or a business combination with Vishay. The Nominees, if elected, will serve with the Company’s other five directors and thus will not constitute a majority of the Board members. However, Vishay believes that the election of the Nominees will

send a strong signal to the Company that the stockholders would like the Board to undertake, subject to and in accordance with its fiduciary duties, a complete and comprehensive evaluation of Vishay’s acquisition proposal. Such an evaluation could allow Vishay to enter into negotiations with the Company and conduct any necessary due diligence on the Company that might facilitate the consummation of the Offer.

 

In addition, we anticipate that if the Nominees are elected, they would seek to maximize stockholder value and, in reviewing the Offer, would act in the best interests of the Company’s stockholders in accordance with their fiduciary duties. Such efforts could include taking steps to try to persuade the other Board members to support and facilitate the Offer and to take actions to satisfy the conditions and eliminate the impediments to consummation of the Offer. In short, we believe they will do a better job of ensuring that your best interests are being served.

 

To the maximum extent permitted by applicable law, Vishay reserves the right to nominate substitute or additional persons if the Company makes or announces any changes to the Bylaws or Certificate of Incorporation of the Company, or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any or all of the Nominees or increasing the number of directors up for election at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of the Vishay that any attempt to increase the size of the Board or disqualify any of the Nominees through bylaw amendments or otherwise constitutes unlawful manipulation of the Company’s corporate machinery. In any such case, the shares represented by the enclosed BLUE proxy card will be voted for such substitute or substitutes to the maximum extent permitted by applicable law.

 

Information Regarding the Nominees

 

The following table sets forth the name, age, business address, present principal occupation and business experience for the past five years and certain other information with respect to each of the Nominees. This information has been furnished to Vishay by the Nominees.

 

 

Arrangements between Vishay and the Nominees

 

Each Nominee is a party to an agreement with Vishay (a “Nominee Agreement”), pursuant to which each Nominee has agreed to serve as a nominee for election to the Board and, if elected or appointed, to serve as a director of the Company. Vishay has agreed to pay the costs of soliciting proxies in support of the election of each Nominee to the Board and to indemnify each Nominee with respect to certain costs and other liabilities that may be incurred by the Nominee in connection with the proxy contest relating to the Annual Meeting.

Each Nominee Agreement also provides that Vishay will pay the Nominee a fee of $50,000 in cash for agreeing to serve as a nominee and for agreeing to serve as a director of the Company if elected. Except as set forth in the Nominee Agreements, the Nominees will not receive any compensation from Vishay or its affiliates for serving as nominees or for their services as directors of the Company if elected.

 

Interests of the Nominees

 

If elected, Vishay expects that the Nominees will be entitled to such compensation from and indemnification by the Company as is consistent with the Company’s past practices for service of non-employee directors. The Nominees may be deemed to have an interest in their election to the Board by virtue of the compensation and indemnification they will receive from the Company as directors if elected.

 

The Nominees have furnished additional information located in Annex A of this proxy statement as required by the SEC.

 

 

 

Vishay is submitting for adoption by the stockholders a proposed Bylaw amendment that will require the Company to hold the 2008 annual meeting and the election of the Class Two directors in accordance with the schedule set forth in the Company’s Bylaws (which provides for classes of directors to serve for three-year terms) or within one month thereafter, rather than at some non-specific time which will result in extending the Class Two directors’ terms by an unspecified duration to be determined by the directors themselves. The Company has publicly stated its intention to delay the 2008 annual meeting until sometime in early 2009, without citing any reason for such delay, and thereby allow the Class Two directors to remain on the board for a term that is longer than the three-year term provided for in the Bylaws. As a result, Vishay believes it is important for the stockholders to adopt this proposed Bylaw amendment in order to send a strong message to the Board that it must timely hold the 2008 annual meeting and allow stockholders to exercise their voting rights.

 

The language of the Proposal 2 stockholder resolution and Bylaw amendment is as follows:

 

RESOLVED, that Section 2 of Article II of the Amended and Restated Bylaws of the Corporation be and hereby is amended to state as follows:

 

“SECTION 2. ANNUAL MEETINGS. The annual meetings of stockholders shall be held on the third Friday in November of each year at 10:00 a.m. (if not a legal holiday) and if a legal holiday, then on the next Friday thereafter ensuing which is a full business day or on such date and time as may be fixed by the Board; provided that the annual meeting of stockholders of the Company for the year 2008, and the election of the Class Two directors by the stockholders at such meeting, shall be held not later than one month following the third anniversary of the date on which the annual meeting of Company stockholders was held in 2005 (that is, December 21, 2008). At such meetings, directors shall be elected and any other proper business may be transacted.”

 

 

 

 

Vishay is submitting for adoption by the stockholders a proposed Bylaw amendment that will require stockholder approval in order for the Board to adjourn a stockholders meeting at which a quorum is present. Vishay believes this amendment will help to ensure that the Company cannot frustrate the voting rights of stockholders by adjourning the Annual Meeting if a quorum is present, unless such adjournment is approved by holders of shares entitled to a majority of the votes which are present in person or represented by proxy at such meeting.

 

The language of the Proposal 3 stockholder resolution and Bylaw amendment is as follows:

 

RESOLVED, that Section 7 of Article II of the Amended and Restated Bylaws of the Corporation be and hereby is amended to include the following sentence at the end of such Section 7:

 

“Notwithstanding the foregoing provisions of this Section 7 of Article II, a stockholders meeting at which a quorum is present may not be adjourned unless such adjournment is approved by at least a majority of the shares present in person or represented by proxy at such meeting.”

 

 

 

 

Article IX of the Bylaws provides that, with certain limited exceptions, the Bylaws may be amended by the Board, subject to the ability of the stockholders to change such action. Vishay believes that in order to ensure that the will of the Company’s stockholders with respect to this proxy solicitation is upheld, the stockholders should repeal any new Bylaw or amendment to the Bylaws which was adopted by the Board, without stockholder approval after February 29, 2008 (which is the date of the last publicly disclosed amendment to the Bylaws) and prior to or on the date of the adoption of this proposal by the stockholders of the Company.

 

We are not currently aware of any specific Bylaw provisions that would be repealed by the adoption of this Proposal. However, it is possible that prior to the date of the Annual Meeting, the Board has the ability to adopt Bylaw amendments which could impede the effectiveness of Vishay’s nomination of the Nominees, negatively impact Vishay’s ability to solicit and/or obtain proxies from stockholders, undermine the will of the stockholders expressed in those proxies or modify the Company’s corporate governance regime.

 

Although the adoption of this Proposal could have the effect of repealing previously undisclosed Bylaw amendments without considering the beneficial nature, if any, of such amendments to the stockholders, it would not repeal any such amendments that were approved by the stockholders.

 

 

 

 

The Company has proposed that stockholders ratify the selection by the Company’s Audit Committee of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2008. Vishay does not object to the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP and recommends that you vote “FOR” this proposal. Additional information regarding this proposal is contained in the Company’s proxy statement.

 

The Company has indicated that it has received notice of the intention of a stockholder of the Company to present the following proposal for voting at the Annual Meeting:

 

RESOLVED: The shareholders of International Rectifier Corporation (the “Company”) request the board of directors to adopt a policy whereby, in the event of a restatement of financial results, the board will review all bonuses and other awards that were made to senior executives on the basis of having met or exceeded performance goals during the period covered by a restatement and will, to the extent feasible, recoup for the company’s benefit such bonuses or awards to the extent that performance goals were not achieved.

 

The Company’s Board has recommended that stockholders vote AGAINST this proposal. Unless your proxy card otherwise indicates, Vishay intends to ABSTAIN from voting on this proposal and makes no recommendation as to how to vote on this proposal. The accompanying BLUE proxy card will be voted in accordance with your instruction on such card. Additional information regarding this proposal is contained in the Company’s proxy statement.

 

Except for the matters discussed above and in the foregoing sections of this proxy statement, the Participants know of no other matters to be presented for approval by the Company’s stockholders at the Annual Meeting. If, however, other matters are properly presented, the persons named in the enclosed BLUE proxy card will vote the shares represented thereby in accordance with their best judgment pursuant to the discretionary authority granted in the proxy. The persons named in the enclosed proxy card may exercise discretionary authority only as to matters unknown to the Participants a reasonable time before the date of this proxy statement.

 

Eligibility to Vote

 

According to publicly available information, the shares of Common Stock constitute the Company’s only class of outstanding voting securities. Each stockholder is entitled to one vote, in person or by proxy, for each share of Common Stock standing in his or her name on the books of the Company at the close of business on the record date on any matter submitted to the stockholders at the Annual Meeting. The Company’s Certificate of Incorporation or Bylaws do not authorize cumulative voting in the election of directors.

 

Quorum Requirements

 

The Company’s Bylaws provide that a majority of the shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or by proxy, will constitute a quorum for the conduct of business at the Annual Meeting. Votes withheld, abstentions and “broker non-votes” will be counted for purposes of determining the presence of a quorum.

 

Vote Requirements

 

Directors of the Company are elected by a plurality of the votes cast with a quorum present. For this purpose, “plurality” means that the individuals receiving the largest number of votes are elected as directors, up to the maximum number of directors to be elected. Accordingly, at the Annual Meeting, the three persons who receive the greatest number of votes of the Company stockholders represented in person or by proxy at the Annual Meeting will be elected as directors. Shares which are not voted, including broker non-votes and shares voted to “abstain” from such vote will not be taken into account in determining the outcome of the election of directors.

 

Each of Proposals 2, 3 and 4 described in this proxy statement, which relate to amendments to the Company’s Bylaws, requires the affirmative vote of a majority of the shares of Common Stock issued and outstanding and entitled to vote on the proposal at the Annual Meeting.

An abstention or broker non-vote with respect to any of Proposals 2, 3 or 4 will be included in the number of votes present and entitled to vote on that proposal and, accordingly, will have the effect of a vote cast “AGAINST” the proposal.

 

Proposal 5 (ratification of the Company’s independent public accountants), and the stockholder proposal noted above in the section entitled “Other Matters,” each require the approval of a majority of the shares present, in person or by proxy, and entitled to vote on such proposals. Accordingly, an abstention will be included in the number of votes present and entitled to vote on those proposals and, accordingly, will have the effect of a vote cast “AGAINST” those proposals. However, broker non-votes with respect to those proposals will not be included in the number of shares counted as being present for the purpose of voting on those proposals and, accordingly, will have the effect of reducing the number of affirmative votes required to approve the proposals and may affect whether the total votes cast on the proposals constitutes a majority of the shares entitled to vote on such matters.

 

Voting by Proxy

 

Please vote by telephone or via the Internet today (instructions are on your BLUE proxy card) or by signing, dating and mailing the enclosed BLUE proxy card in the postage-paid envelope provided.

 

If you return a signed BLUE proxy card without providing voting instructions, your shares of Common Stock will be voted: (1) FOR the election of each of Vishay’s Nominees as a Class One director, (2) FOR Vishay’s three proposals to amend the Company’s Bylaws, as described above, and (3) FOR the Company’s proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2008. In addition, unless your proxy card otherwise indicates, you will be deemed to have given a direction to ABSTAIN from voting on the stockholder proposal regarding a compensation recoupment policy that is described in the section of this proxy statement entitled “Other Matters.”

 

Vishay does not know of any other matters to be presented for approval by the Company’s stockholders at the Annual Meeting. If, however, other matters are properly presented, the persons named in the enclosed BLUE proxy card will vote the shares represented thereby in accordance with their best judgment pursuant to the discretionary authority granted in the proxy.

 

Revocation of Proxies

 

You may revoke a proxy that you have given to either the Company or to Vishay at any time before it is exercised at the Meeting by submitting a written revocation, or a duly executed proxy bearing a later date, to the Secretary of the Company at 233 Kansas Street, El Segundo, California 90245, prior to the commencement of the Annual Meeting, or by voting in person at the Annual Meeting. Stockholders whose shares are held in “street name” should consult with their broker or nominee concerning the method for revoking their proxy.

 

This proxy solicitation is being made by Vishay. Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, in person and by advertisements. Solicitations may be made by certain directors, officers and employees of Vishay listed on Annex A as well as by the Nominees (collectively, the “Participants”). Except with respect to the Nominees as described elsewhere in this proxy statement, none of the Participants will receive additional compensation for such solicitation. Additional information regarding the Participants is set forth in Annex A of this proxy statement.

 

Vishay has retained Innisfree M&A Incorporated (“Innisfree”) for solicitation and advisory services in connection with the solicitation, for which Innisfree is to receive a fee of up to $350,000. In addition, Innisfree will be reimbursed for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses. Innisfree will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. It is anticipated that Innisfree will employ approximately 50 persons to solicit the

Company’s stockholders for the Annual Meeting. None of the other Participants has individually retained any person to provide proxy solicitation or advisory services in connection with the solicitation.

 

Vishay will request banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. Vishay, or Innisfree acting on Vishay’s behalf, intends to reimburse these record holders for their reasonable out-of-pocket expenses in so doing.

 

The entire expense of soliciting proxies is being borne by Vishay. Vishay intends to seek reimbursement for the costs of this solicitation from the Company and does not expect to submit such reimbursement to a vote of Company’s stockholders. The costs of this solicitation of proxies, and other costs specifically related to this solicitation, are currently estimated to be approximately $2,000,000. Vishay estimates that through the date hereof, its total expenditures to date for, in furtherance of, or in connection with, this solicitation are approximately $500,000.

 

Banc of America Securities LLC (“Banc of America Securities”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) are acting as financial advisors to Vishay in connection with the proposed acquisition of the Company, for which services Banc of America Securities and Morgan Stanley will receive customary compensation. Vishay also has agreed to reimburse Banc of America Securities and Morgan Stanley for reasonable expenses (including reasonable fees and disbursements of counsel) incurred in connection with their engagement, and to indemnify Banc of America Securities and Morgan Stanley, any controlling person of Banc of America Securities or Morgan Stanley, as the case may be, and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

 

Banc of America Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities trading and brokerage activities and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of corporations and individuals. In the ordinary course of business, Banc of America Securities and its affiliates may actively trade debt, equity or other securities or financial instruments (including bank loans or other obligations) of Vishay, the Company and certain of their respective affiliates for Banc of America Securities’ and its affiliates’ own accounts or for the accounts of customers and, accordingly, Banc of America Securities or its affiliates may at any time hold long or short positions in such securities or financial instruments.

 

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Vishay, the Company or any other company, or any currency or commodity, that may be involved in the proposed acquisition of the Company, or any related derivative instrument.

 

Neither Banc of America Securities nor Morgan Stanley admits that it, any controlling person of Banc of America Securities or Morgan Stanley, as the case may be, or any of their respective directors, officers, employees, agents or affiliates is a “participant,” as defined in Schedule 14A promulgated under the Exchange Act, in the solicitation of proxies for the Annual Meeting, or that Schedule 14A requires the disclosure of certain information concerning them. None of Banc of America Securities, Morgan Stanley or any of the foregoing persons will receive any fee for, or in connection with, any solicitation activities in addition to fees each of Banc of America Securities and Morgan Stanley is otherwise entitled to receive under its engagement as financial advisor.

 

Vishay Intertechnology, Inc. is a Delaware corporation with principal executive offices located at 63 Lancaster Avenue, Malvern, Pennsylvania, 19355-2143. The telephone number of Vishay’s executive offices is (610) 644-1300. Vishay is one of the world’s largest manufacturers of discrete semiconductors and passive electronic components. These components are used in virtually all types of electronic devices and equipment in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets.

 

Vishay may engage in commercial transactions with the Company in the ordinary course of business and in connection with certain post-closing and transitional arrangements following the Company’s sale of its Power Control Systems business to Vishay on April 1, 2007.

 

Additional information regarding Vishay is set forth in Annex A.

 

On September 10, 2008, Vishay filed a complaint in the Court of Chancery of the State of Delaware, captioned Vishay Intertechnology, Inc. v. International Rectifier Corporation, et al., C.A. No. 4022, naming as defendants the Company and its eight directors. The complaint alleges that the Company and its directors have violated Delaware law and breached their fiduciary duties in delaying the vote on a majority of the Company’s board seats until 2009. For relief, the complaint seeks an order directing the Company to hold its 2007 annual meeting on October 10, 2008 as currently scheduled, and to hold its 2008 annual meeting not later than December 21, 2008, at a time and place to be designated by the Court. The complaint seeks a further order that the shares of stock represented at the annual meetings shall constitute a quorum for the annual meetings. The complaint also seeks a declaration that Vishay’s proposed bylaws conform to Delaware law and the Company’s Certificate of Incorporation, and an order requiring the Company to present Vishay’s proposed Bylaw amendments at the October 10, 2008 stockholder meeting.

 

As disclosed in documents publicly filed with the Securities and Exchange Commission by the Company and by Vishay, Vishay and the Company have been disputing certain matters in connection with the sale of the Company’s Power Control Systems (“PCS”) business to Vishay on April 1, 2007, and Vishay has submitted certain claims to the Company in connection therewith. However, Vishay does not intend or believe that its interests with respect to the PCS dispute will be furthered by Vishay’s nomination of the Nominees or the business proposals set forth herein that Vishay proposes to be considered by the Company’s stockholders at the Annual Meeting. Vishay fully expects that the Nominees will, if elected, act to further the best interests of the Company in accordance with their fiduciary duties with respect to all matters to be considered by the Board, including, if applicable, any claims made by Vishay in connection with the PCS dispute or any other matters involving Vishay.

 

The Company has previously disclosed that, on August 15, 2008, shortly after Vishay made its initial $21.22 per share cash offer, a purported class action complaint captioned Hui Zhao v. International Rectifier Corporation, No. BC396461, was filed in the Superior Court of the State of California for the County of Los Angeles. The complaint names as defendants the Company and all current directors and alleges that the Vishay proposal is unfair and that the Company’s directors breached their fiduciary duties in connection with the proposed acquisition by failing to properly value the Company and, if they accept the offer, by failing to maximize the Company’s value through steps such as the solicitation of alternate offers. The action seeks to enjoin defendants from agreeing to the Vishay proposal or, alternatively, to rescind a merger with Vishay if it were ultimately consummated, as well as an award of attorneys’ fees and costs. Five other substantively identical complaints seeking the same relief also have been filed in the same court: United Union of Roofers, Waterproofers & Allied Workers Local Union No. 8 v. International Rectifier Corp., No. BC396490 (filed Aug. 19, 2008); Gerber v. International Rectifier Corporation, No. BC 396678 (filed Aug. 20, 2008); Hay Ly v. International Rectifier Corporation, No. BC 396679 (filed Aug. 20, 2008); Soyugenc v. International Rectifier Corp., No. BC396855 (filed Aug. 22, 2008); and Guttman v. International Rectifier Corp., No. BC396818 (filed Aug. 22, 2008). Vishay is not a party to this litigation.

The Company has previously disclosed that, on August 29, 2008, a partial derivative complaint captioned City of Sterling Heights Police Fire Retirement System v. Dahl, No. BC397326, was filed in the Superior Court of the State of California for the County of Los Angeles. The complaint names as defendants all of the Company’s current directors and alleges that they breached their fiduciary duties by rejecting the initial August 15, 2008 Vishay offer and by failing to negotiate a higher price in connection with that offer. In addition to the claim for breach of fiduciary duty, which plaintiff brings both derivatively and purportedly on behalf of a class of investors, plaintiff also alleges derivative claims for abuse of control, gross mismanagement, and waste. The complaint seeks an injunction requiring the Company’s board of directors to appoint a committee of independent directors to consider strategic alternatives for the Company and invalidating any defensive measures the board of directors might take in connection with the Vishay offer or any other offer. Vishay is not a party to this litigation.

 

STOCKHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETING

 

According to the Company’s proxy statement, any stockholder proposal intended to be presented for consideration at the 2008 annual meeting and to be included in the Company’s proxy statement for that meeting must be received by the Secretary of the Company at the Company’s office at 101 North Sepulveda, El Segundo, California 90245 a reasonable time before the Company begins to print and mail the proxy statement for the 2008 annual meeting.

 

In addition, the Bylaws establish advance notice procedures for eligible stockholders to propose business to be transacted or nominate directors for election at an annual meeting. Under the Bylaws, a stockholder who wishes to submit proposals for business or nominate directors for election at the 2008 annual meeting must ensure that the same are delivered to or mailed and received at the principal executive office of the Company not less than 30 and no more than 90 days prior to the 2008 annual meeting; provided that, if the Company has given less than 40 days’ notice of the date of the 2008 annual meeting, proposals for business and director nominations will be timely if received by the Company no later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or otherwise given. Such notice must include certain information specified in the Bylaws.

 

The information concerning the Company contained in this proxy statement and Annex B attached hereto has been taken from, or is based upon, publicly available information. Although Vishay does not have any information that would indicate that any information contained in this proxy statement concerning the Company is inaccurate or incomplete, Vishay is not responsible for the accuracy or completeness of such publicly available information.

 

The Company’s most recent proxy statement and annual report filed with the SEC contain certain additional information and disclosure required to be made by the Company in accordance with applicable law. This information and disclosure is expected to include, among other things, certain biographical information on the Company’s directors and executive officers, information concerning all matters requiring the approval of the Company’s stockholders, information concerning executive compensation, information concerning the Company’s procedures for nominating directors, and information concerning the committees of the Board and other information concerning the Board.

 

The principal executive offices of the Company are located at 233 Kansas Street, El Segundo, California 90245.

 

This proxy statement contains certain “forward-looking” statements including statements which are, except in connection with Vishay’s proposed tender offer to acquire the outstanding shares of the Company, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. In some cases, such forward-looking statements may be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “intends” or “believes” or the negative of such terms or other comparable terminology. The safe harbors intended to be created by Sections 27A and 21E are not available to statements made in connection with a tender offer and Vishay is not aware of any judicial determination as to the applicability of such safe harbors to forward-looking statements made in solicitation materials when there is a simultaneous tender offer. However, stockholders should be aware that any such forward-looking statements are only predictions, subject to risks and uncertainties that exist in the business environment which could render actual outcomes and results materially different than predicted. These risks and uncertainties include, among others, the ability to successfully solicit sufficient proxies to elect the Nominees to the Company’s board of directors, the ability of the Nominees to influence the Company’s directors and the management of the Company, and risk factors associated with the business of the Company, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008, and in other periodic reports of the Company, which are available at no charge at the website of the Securities and Exchange Commission at http://www.sec.gov. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results.

 

Additional Information Regarding the Vishay Participants

 

Under SEC rules, Vishay and certain of its directors, officers and employees may be deemed “participants” in the solicitation of proxies in connection with the Annual Meeting (collectively, the “Vishay Participants”). Each of the Vishay Participants (other than Vishay) is listed below along with their present principal occupation or employment. Unless otherwise indicated below, the current business address of each Vishay Participant is c/o Vishay Intertechnology, Inc., 63 Lancaster Avenue, Malvern, Pennsylvania 19355-2143, the current business telephone of each is (610) 644-1300, and each occupation set forth opposite an individual’s name below refers to employment with Vishay.

 

 

Vishay is the beneficial and record holder of 1,100 shares of Common Stock, all of which were acquired in ordinary brokerage transactions: 100 shares of Common Stock were purchased on September 8, 2008 at a price of $21.87 per share, and 1,000 shares of Common Stock were purchased on August 27, 2008 at a price of $22.25 per share. No part of the purchase price or market value of these shares was represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such shares.

 

Other than as described in the foregoing paragraph, no Vishay Participant, nor any of their respective associates, owns beneficially, directly or indirectly, or owns of record but not beneficially, any securities of the Company or of any parent or subsidiary of the Company, and none has purchased or sold any securities of the Company within the last two years.

 

Additional Information Regarding Nominees

 

Vishay believes that each of the Nominees qualifies as independent under the New York Stock Exchange independence rules and has no knowledge of any facts that would prevent a determination that each of the Nominees is independent.

 

None of the Nominees has carried on an occupation or employment, during the past five years, with the Company or any corporation or organization which is or was a parent, subsidiary or other affiliate of the Company, and none of the Nominees has ever served on the Board. No family relationships exist between any Nominee and any director or executive officer of the Company.

 

None of the Nominees nor any of their respective associates owns beneficially, directly or indirectly, or of record but not beneficially, any securities of the Company or any parent or subsidiary of the Company, and no Nominee has purchased or sold any securities of the Company within the last two years.

 

There are no material proceedings to which any Nominee or any of his associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

 

None of the Nominees has been involved in any legal proceedings in the preceding ten years which are described in Item 401(f) of Regulation S-K promulgated under the Securities Act of 1933 (“Regulation S-K”)

and which must be disclosed as material for purposes of an evaluation of the integrity or ability of any person nominated to become a director under the federal securities laws.

 

None of the Nominees nor any of their associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of the Company, or is subject to any arrangement described in Item 402 of Regulation S-K.

 

Additional Information Regarding Participants

 

The Nominees and the Vishay Participants are collectively referred to as the “Participants.” Other than as set forth in this proxy statement (including this Annex A to the proxy statement):

 

 

The information in this Annex B is taken from the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 15, 2008 and the Amendment No. 4 to Schedule 13G, dated August 31, 2008 and filed by Invesco Ltd on September 9, 2008.

 

The following table sets forth as of September 11, 2008 information relating to the ownership of shares of common stock of the Company (“Common Stock”) by (i) each person known by the Company to be the beneficial owner of more than five percent of the outstanding shares of Common Stock (other than depositories), (ii) each of the Company’s directors, (iii) each of the Company’s named executive officers for fiscal year 2008 as defined on page 135 of the Company’s Annual Report on Form 10-K filed September 15, 2008 (the “2008 Named Officers”) and (iv) all of the Company’s then current executive officers and directors as a group.

 

 

 

 

ANNEX C — FORM OF PROXY CARD

PRELIMINARY COPY — SUBJECT TO COMPLETION

PROXY SOLICITED BY VISHAY INTERTECHNOLOGY, INC.

2007 Annual Meeting of Stockholders of International Rectifier Corporation
To be Held October 10, 2008

 

YOUR VOTE IS IMPORTANT

 

Please take a moment now to vote your shares of International Rectifier Corporation
Common Stock for the upcoming 2007 Annual Meeting of Shareholders.

 

PLEASE REVIEW THE PROXY STATEMENT AND VOTE TODAY IN ONE OF THREE WAYS:

 

1. Vote by Telephone — Please call toll-free in the U.S. or Canada at 1-888-216-1290, on a touch-tone phone. If outside the U.S. or Canada, please call 1-215-521-4899. Please follow the simple instructions. You will be required to provide the unique control number printed below.

 

OR

 

2. Vote by Internet — Please access https://www.proxyvotenow.com/irf and follow the simple instructions. Please note that you must type an “s” after http. You will be required to provide the unique control number printed below.

 

 

 

 

 

OR

 

3. Vote by Mail — If you do not wish to vote by telephone or over the Internet, please complete, sign, date and return the proxy card in the envelope provided, or mail to: Vishay Intertechnology, Inc., c/o Innisfree M&A Incorporated, FDR Station, P.O. Box 5155, New York, NY 10150-5155.

 

 

▼ TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE, AND SIGN, DATE AND RETURN IN THE ENVELOPE PROVIDED ▼

 

 

Please mark your vote as in this example: x

 

 

VISHAY INTERTECHNOLOGY, INC. RECOMMENDS YOU VOTE “FOR” PROPOSALS 1, 2, 3, 4 AND 5:

PROPOSAL 1: Election of Directors.

 

Nominees are (1) Ronald M. Ruzic, (2) William T. Vinson and (3) Yoram (Jerry) Wind

 

 

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the 2007 annual meeting of the Company’s stockholders.

 

PLEASE SIGN AND DATE ON REVERSE SIDE OF THIS CARD

PLEASE VOTE TODAY!

 

SEE REVERSE SIDE

 

FOR THREE EASY WAYS TO VOTE.

 

International Rectifier Corporation

2007 Annual Meeting of Shareholders

 

 

▼ TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE, AND SIGN, DATE AND RETURN IN THE ENVELOPE PROVIDED ▼

 

 

INTERNATIONAL RECTIFIER CORPORATION

 

 

Proxy Solicited by VISHAY INTERTECHNOLOGY, INC. for the

 

2007 Annual Meeting of Stockholders of International Rectifier Corporation

 

The undersigned hereby appoints Larry W. Miller and Peter J. Walsh, each or either of them, proxies, with full power of substitution, with the powers the undersigned would possess if personally present, to vote, as designated below, all shares of the $1.00 par value Common Stock of the undersigned in International Rectifier Corporation at the 2007 Annual Meeting of Stockholders of International Rectifier Corporation to be held on October 10, 2008, and at any adjournments or postponements thereof. Vishay Intertechnology, Inc. recommends voting FOR Proposals 1, 2, 3, 4 and 5.

 

THIS PROXY will be voted as specified herein and, unless otherwise directed, will be voted FOR Proposals 1, 2, 3, 4 and 5 and ABSTAIN on Proposal 6.

 

The undersigned acknowledges receipt of the Notice of said Annual Meeting and of the accompanying Proxy Statement attached hereto.

 

 

Signature

 

Signature (if held jointly)

 

Title

 

Please sign exactly as name appears hereon. When signing as attorney, executor, administrator, trustee, guardian, etc., give full title as such. Corporations should provide full name of corporation and title of authorized officer signing the proxy.