DEFC14A
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. 2)
Filed by the
Registrant o
Filed by a Party other than the
Registrant þ
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
þ 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):
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
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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.
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Form, Schedule or Registration Statement No.:
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DATED SEPTEMBER 26,
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 approximately 75,875,672 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 29, 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 26, 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 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,
20th
Floor
New York, NY 10022
Stockholders
Call Toll-Free:
(877) 456-3402
Banks and
Brokers Call Collect:
(212) 750-5833
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TABLE OF
CONTENTS
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B-1
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3
QUESTIONS
AND ANSWERS RELATING TO THIS PROXY SOLICITATION
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
4
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.
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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 year 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.
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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
101 N. Sepulveda Blvd, 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.
PROPOSAL 1: ELECTION
OF THE NOMINEES
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
7
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.
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.
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Name, Age and
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Business Address
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Present Principal Occupation and Employment History
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Ronald M. Ruzic
Age: 69
Business Address:
1 Wexford Club
Dr., Hilton Head
Island, SC 29928
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Mr. Ruzic is retired. Prior to retiring in 2003, Mr. Ruzic was
Executive Vice President of BorgWarner Inc. since 1992 and Group
President of BorgWarner Automotive Inc. since 1989. He also held
positions with BorgWarner as President and General Manager of
Morse TEC Inc., Vice President — Operations of Morse
Automotive, Vice President — International of Morse
Automotive, and various other positions with entities within the
BorgWarner family of companies. After joining BorgWarner in
1968 as a senior manufacturing engineer for its subsidiary Morse
Chain, Mr. Ruzic progressed through engineering and management
positions and managed various BorgWarner operations in Italy,
Mexico, Germany and the United States.
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The BorgWarner group of companies is a leading global supplier
of highly engineered systems and components, primarily for
powertrain applications. While at BorgWarner, Mr. Ruzic led the
growth in engine timing systems, chain driven transmissions and
transfer cases that transformed Morse TEC into a successful
global business. In addition, he led the acquisition, formation
and consolidation of BW Turbo System Unit, which became the
largest business unit at BorgWarner.
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A native of Trieste, Italy, Mr. Ruzic received a bachelor’s
degree in engineering from the Merchant Marine Academy in 1959,
and a degree from the Kellogg Graduate School Executive Program
at Northwestern University. He is a member of the Society of
Automotive Engineers and the Society of Manufacturing Engineers.
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Mr. Ruzic formerly served on the boards of directors of Guilford
Mills Inc., AG Kuhne Kopp & Kausch, Magneti Marelli S.p.A.
and Citation Corporation.
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William T. Vinson
Age: 65
Business Address: 5560 E. Napoleon Avenue, Oak
Park,
CA 91377
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Mr. Vinson is an attorney and is currently a Director and the
Chairman of Siemens Government Services, Inc., a company that
provides products and services to the United States government
to improve national security. He is also a Director and the
Chairman of SAP Government Support and Services, Inc., a company
that supplies information technology products, services and
maintenance products. He serves on the Government Security,
Audit and Compensation committees of each of these companies.
In addition, Mr. Vinson is a Director and the Chairman of the
Westminster Free Clinic, Inc., a non-profit corporation that
provides free medical services to the homeless and working poor.
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Name, Age and
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Business Address
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Present Principal Occupation and Employment History
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Prior to his retirement in 1998, Mr. Vinson served as Vice
President and Chief Counsel of Lockheed Martin Corporation,
a major defense contractor and advanced technology company. From
1992 to 1995, he served as Vice President and General Counsel of
Lockheed Corporation and from 1990 to 1992, he was
Vice President-Secretary and Assistant General Counsel. He
joined Lockheed in 1975 as an attorney and served as counsel on
various major domestic and international programs.
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Before joining Lockheed, Mr. Vinson was a trial attorney for
Phillips Petroleum Company and prior to that was a member of the
Air Force Judge Advocate General (JAG).
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Mr. Vinson holds a Bachelor of Science degree from the United
States Air Force Academy (1965) and received his Doctor of
Jurisprudence degree from the University of California, Los
Angeles in 1969. He was admitted to the State Bar of California
in 1970.
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Yoram (Jerry) Wind
Age: 70
Business Address:
3730 Walnut Street, 700 Jon M. Huntsman Hall, Philadelphia, PA
19104
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Mr. Wind is the Lauder Professor, Professor of Marketing and
Director of SEI Center for Advanced Studies in Management at The
Wharton School, the business school of the University of
Pennsylvania. He is also the founding academic Director of The
Wharton Fellows Program, an executive education program, and is
the founding editor of Wharton School Publishing.
Mr. Wind’s research and teaching areas include global
marketing and business strategy, new product, market and
business development and creativity and growth strategies.
In addition, Mr. Wind founded Wind Associates, a consulting firm
that advises on both overall global corporate and business
strategy and transformation as well as marketing strategy and
development of new businesses.
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Mr. Wind is also an advisor to the Chief Executive Officer and
members of the executive committee of SEI Investments Company, a
financial services firm.
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He currently serves on the board of directors of American
Friends of IDC, a non-profit entity, and until August 2008 was a
board member of IDT International Ltd. (Hong Kong), a consumer
electronics company. He sits on the advisory boards of Arshiya
International Ltd., an Indian logistics company, Mutual Art, a
company that offers financial products related to art, and the
International Advisory Board of the Government of Catalonia.
Mr. Wind is a trustee of the Philadelphia Museum of Art.
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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
9
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.
WE STRONGLY URGE YOU TO USE THE BLUE PROXY
CARD TO VOTE “FOR” THE ELECTION OF
RONALD M. RUZIC, WILLIAM T. VINSON AND YORAM (JERRY) WIND TO
SERVE AS THE THREE CLASS ONE DIRECTORS ON THE
COMPANY’S BOARD.
PROPOSAL 2:
BYLAW AMENDMENT TO REQUIRE THE COMPANY
TO HOLD THE 2008 ANNUAL MEETING NO LATER THAN DECEMBER 21,
2008
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.”
WE STRONGLY URGE YOU TO USE THE BLUE PROXY
CARD TO VOTE “FOR”
PROPOSAL 2.
PROPOSAL 3:
BYLAW AMENDMENT TO REQUIRE STOCKHOLDER APPROVAL
FOR ADJOURNMENT OF A STOCKHOLDERS MEETING AT WHICH A QUORUM IS
PRESENT
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.
10
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.”
WE STRONGLY URGE YOU TO USE THE BLUE PROXY
CARD TO VOTE “FOR”
PROPOSAL 3.
PROPOSAL 4:
REPEAL OF CERTAIN BYLAW AMENDMENTS
ADOPTED BY THE BOARD WITHOUT STOCKHOLDER APPROVAL
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.
WE STRONGLY URGE YOU TO USE THE BLUE PROXY
CARD TO VOTE “FOR”
PROPOSAL 4.
PROPOSAL 5:
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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.
OTHER
MATTERS
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.
11
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.
VOTING
AND PROXY PROCEDURES
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
12
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
101 N. Sepulveda Blvd, 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.
SOLICITATION
OF PROXIES
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
13
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.
CERTAIN
INFORMATION REGARDING VISHAY
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.
14
CERTAIN
LITIGATION
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.
15
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.
CERTAIN
ADDITIONAL INFORMATION
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.
16
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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.
17
ANNEX A —
ADDITIONAL INFORMATION
REGARDING PARTICIPANTS IN THE SOLICITATION
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.
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Name
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Present Principal Occupation or Employment
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Felix Zandman
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Founder and Executive Chairman of the Board, Chief Technical
Officer and Chief Business Development Officer
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Gerald Paul
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President and Chief Executive Officer
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Lior Yahalomi
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Executive Vice President and Chief Financial Officer
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King Owyang
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Executive Vice President, Business Head, Siliconix
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Lori Lipcaman
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Executive Vice President, Chief Accounting Officer
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William M. Clancy
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Senior Vice President, Corporate Controller and Corporate
Secretary
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Peter G. Henrici
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Senior Vice President, Corporate Communications
|
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”)
A-1
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):
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•
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None of the Participants is, or has been within the past year, a
party to any contract, arrangement or understanding with respect
to any securities of the Company, including, but not limited to,
joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies.
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•
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None of the Participants, nor any of their respective
associates, has any arrangements or understandings with any
person or persons with respect to any future employment by the
Company or its affiliates or with respect to any future
transactions to which the Company or any of its affiliates will
or may be a party.
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•
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There are no arrangements or understandings between the Nominees
and any other party pursuant to which any such Nominee was or is
to be selected as a director or nominee for election to the
Board.
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•
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No Participant, nor any of their respective associates, nor any
immediate family members of any Nominee, is a party to any
transactions or series of similar transactions since the
beginning of the Company’s last fiscal year, or any
currently proposed transaction or series of similar
transactions, (i) in which the Company or any of its
subsidiaries was or is to be a party, (ii) in which the
amount involved exceeds $120,000, and (iii) in which any
such person had or will have a direct or indirect material
interest.
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•
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No Participant has been convicted during the past ten years in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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•
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No Participant has any substantial interest, direct or indirect,
by security holdings or otherwise, in any matter to be acted
upon at the Annual Meeting.
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A-2
ANNEX B —
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT OF THE
COMPANY
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.
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Number of Shares of Common
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Name and Address
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Stock Beneficially Owned(2)
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Percent(3)
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Invesco Ltd.
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9,069,727
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(3a)
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12.5
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%
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1360 Peachtree Street NE
Atlanta, GA 30309
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|
|
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Neuberger Berman, LLC
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5,006,792
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(3b)
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6.9
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%
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605 Third Avenue
New York, NY 10158
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Harris Associates L.P.
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4,510,582
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(3c)
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6.2
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%
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Two North LaSalle Street
Suite 500
Chicago, IL
60602-3790
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Earnest Partners, LLC
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3,744,062
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(3d)
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5.2
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%
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1180 Peachtree Street NE
Suite 2300
Atlanta, GA 30309
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2008 Named Officers:
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|
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Oleg Khaykin
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|
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0
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*
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Peter Knepper
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|
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0
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*
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Donald Dancer
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158,001
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(6)
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*
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Michael Barrow
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0
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*
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Alexander Lidow
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2,317,772
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(4)(5)(6)(7)(8)(9)
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3.1
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Linda Pahl
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18,919
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(6)(9)
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*
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Eric Lidow
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2,113,994
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(4)(5)(6)(9)
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2.9
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Marc Rougee
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|
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53,493
|
(8)(9)
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*
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Current Directors:
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|
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Robert S. Attiyeh
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|
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59,501
|
(6)
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*
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James D. Plummer
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|
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53,501
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(6)
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|
|
*
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Jack O. Vance
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|
|
155,401
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(6)
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|
|
*
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|
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Rochus E. Vogt
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|
|
106,501
|
(6)
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|
|
*
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|
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Oleg Khaykin
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|
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0
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|
|
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*
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Richard Dahl
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|
|
0
|
|
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|
*
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Thomas Lacey
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|
|
0
|
|
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|
*
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|
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Mary B. Cranston
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|
|
0
|
|
|
|
*
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|
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All current directors and executive officers as a group
(11 persons)
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|
|
532,905
|
(9)
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0.7
|
|
|
|
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|
* |
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Less than 1%. |
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(1) |
|
The address of each executive officer and director is in care of
the Company, 101 North Sepulveda Boulevard, El Segundo,
California 90245. |
B-1
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(2) |
|
Except as may be set forth below and subject to applicable
community property laws, each such person has the sole voting
and investment power with respect to the shares of Common Stock
owned. |
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|
(3) |
|
Under
Rule 13d-3
of the Securities Exchange Act of 1934, certain shares may be
deemed to be beneficially owned by more than one person (if, for
example, a person shares the power to vote or the power to
dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to
acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person,
the amount of shares outstanding is deemed to include the amount
of shares beneficially owned by such person (and only such
person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the person’s actual
ownership or voting power with respect to the number of shares
of Common Stock actually outstanding at the record date. |
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|
(3a) |
|
In Amendment No. 4 to Schedule 13G, dated
September 9, 2008, filed by Invesco Ltd., Invesco Ltd.
reported that, at August 31, 2008, it possessed sole power
to vote or direct the disposition of 9,067,727 of these shares.
Such shares are held by the following entities in the respective
amounts listed: AIM Funds Management, Inc. —
6,806,388 shares, Invesco National
Trust Company — 2,000 shares, PowerShares
Capital Management LLC — 2,254,933 and PowerShares
Capital Management Ireland, LLC — 6,406. |
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|
(3b) |
|
In Amendment No. 8 to Schedule 13G, dated
February 12, 2008, filed by Neuberger Berman, LLC,
Neuberger Berman, LLC reported that, at December 31, 2007,
it possessed sole power to vote with respect to 1,617,030 of
these shares, shared power to vote with respect to 3,069,557 of
these shares and sole power to direct the disposition of
5,006,792 of these shares. |
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|
(3c) |
|
In its Schedule 13G dated February 13, 2008, Harris
Associates L.P. and Harris Associates Inc. jointly reported
that, as of December 31, 2007, they possessed shared power
to vote with respect to 4,510,582 of these shares and sole power
to direct the disposition with respect to 2,610,882 of these
shares and shared power to direct the disposition of
1,899,700 shares. |
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|
(3d) |
|
In its Schedule SC 13G/A, dated July 10, 2008, filed
by Earnest Partners, LLC, Earnest Partners, LLC reported that,
at June 30, 2008, it possessed sole power to vote with
respect to 2,491,462 of these shares, shared power to vote with
respect to 872,908 of these shares and sole power to direct the
disposition of 3,744,062 of these shares. |
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|
(4) |
|
In addition, 239,211 shares are held by members of the
Lidow family other than Messrs. Eric Lidow and Alexander
Lidow and Alexander Lidow’s immediate family. The
Messrs. Lidow disclaim any beneficial ownership in any such
additional shares. Of the 239,211 shares mentioned above,
Derek B. Lidow, the son of Eric Lidow and brother of Alexander
Lidow, owns 65,841 shares. The 3,002,977 shares
beneficially owned by members of the Lidow family constitute
4.1% of the shares outstanding. In addition, the Lidow
Foundation, of which the Messrs. Eric and Alexander Lidow
are directors, owns 72,066 shares; the Messrs. Lidow
disclaim any beneficial ownership in such shares. |
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|
(5) |
|
Includes 1,419,994 shares owned by the Lidow Family Trust
of which Eric Lidow and Elizabeth Lidow are trustees. |
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| |
|
(6) |
|
Includes the following amounts of shares of Common Stock subject
to options exercisable under the Company’s stock option
plans as of June 1, 2008: Eric Lidow — 694,000;
Alexander Lidow — 974,000; Linda Pahl —
18,477; Donald R. Dancer — 152,585; Robert
Attiyeh — 56,501; James D. Plummer — 41,501;
Jack O. Vance — 41,501; and Rochus E. Vogt —
41,501. |
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|
(7) |
|
Includes 92,364 shares held by members of Alexander
Lidow’s immediate family in which he disclaims any
beneficial ownership. |
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| |
|
(8) |
|
Includes the following approximate equivalent number of shares
of Common Stock under the Company’s 401(k) Plan: Alexander
Lidow — 47; and Marc Rougee — 554; for an
aggregate of approximately 601 shares of Common Stock. |
| |
| |
| |
|
(9) |
|
Information is provided for all current directors and executive
officers as of September 5, 2008. 2008 Named Officers Eric
Lidow, Alexander Lidow, Linda Pahl and Marc Rougee are no longer
serving as an employee or director of the Company and are not
included in the total for all executive officers and directors
as a group. |
| |
B-2
You may vote by telephone or Internet 24 hours a day,
7 days a week. Your telephone or Internet vote authorizes
the named proxies to vote your shares in the same manner as if
you had marked, signed and returned a proxy card.
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:
C-1
PROPOSAL 1:
Election of Directors.
Nominees are (1) Ronald M. Ruzic, (2) William T.
Vinson and (3) Yoram (Jerry) Wind
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o
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FOR all listed nominees (except do not vote for nominee(s)
whose number(s) I have written below)
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o
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WITHHOLD AUTHORITY to vote for all of the nominees listed
above
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PROPOSAL 2:
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Amend 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 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, December 21, 2008).
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FOR o AGAINST o
ABSTAIN o
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PROPOSAL 3:
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Amend 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.
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FOR o AGAINST o
ABSTAIN o
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PROPOSAL 4:
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Amend 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.
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FOR o AGAINST o
ABSTAIN o
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PROPOSAL 5:
|
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Ratify the selection of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm for
the fiscal year ended June 30, 2008.
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FOR o AGAINST o
ABSTAIN o
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PROPOSAL 6:
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Stockholder proposal which requests that the Board adopt a
policy whereby, in the event of a restatement of financial
results, the Board will review all bonuses and other awards made
to senior executives on the basis of having met or exceeded
performance goals during the period covered by the 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.
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FOR o AGAINST o ABSTAIN o
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C-2
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
C-3
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)
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.
C-4