Vishay Intertechnology, Inc. (NYSE:VSH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Agreements of Certain Officers.
(e)
Compensatory Arrangements of Certain Officers
Vishay Intertechnology, Inc. (“Vishay”) held its Annual
Meeting of Stockholders on May 23, 2017. Vishay’s stockholders
voted to approve the amended and restated Vishay
Intertechnology, Inc. 162(m) Cash Bonus Plan (the “Plan”).
The amended and restated Plan is substantially similar to the
Plan last approved by stockholders in 2012.
Meeting of Stockholders on May 23, 2017. Vishay’s stockholders
voted to approve the amended and restated Vishay
Intertechnology, Inc. 162(m) Cash Bonus Plan (the “Plan”).
The amended and restated Plan is substantially similar to the
Plan last approved by stockholders in 2012.
The foregoing description is qualified in its entirety by
reference to the Plan, which is incorporated herein by
reference to Annex A to Vishay’s definitive proxy statement,
dated March 31, 2017, for its 2017 Annual Meeting of
Stockholders.
reference to the Plan, which is incorporated herein by
reference to Annex A to Vishay’s definitive proxy statement,
dated March 31, 2017, for its 2017 Annual Meeting of
Stockholders.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders, Vishay’s stockholders
elected three directors to hold office until the 2020 annual
meeting, ratified the appointment of Ernst Young LLP as Vishay’s
independent registered public accounting firm for the year ending
December 31, 2017, voted on an advisory basis to approve
Vishay’s executive compensation, voted on an advisory basis to
submit executive compensation to an advisory vote on a triennial
basis, and approved the amended and restated Vishay
Intertechnology Section 162(m) Cash Bonus Plan.
elected three directors to hold office until the 2020 annual
meeting, ratified the appointment of Ernst Young LLP as Vishay’s
independent registered public accounting firm for the year ending
December 31, 2017, voted on an advisory basis to approve
Vishay’s executive compensation, voted on an advisory basis to
submit executive compensation to an advisory vote on a triennial
basis, and approved the amended and restated Vishay
Intertechnology Section 162(m) Cash Bonus Plan.
Each share of common stock is entitled to one vote, and each
share of Class B common stock is entitled to ten votes.
share of Class B common stock is entitled to ten votes.
The results of the votes of stockholders on each matter set forth
at the Annual Meeting are as follows:
at the Annual Meeting are as follows:
Election of Directors to Hold Office until 2020
|
For
|
Withheld
|
Broker Non-Votes
|
||||||||||
|
Dr. Abraham Ludomirski
|
||||||||||||
|
Common stock
|
90,229,947
|
22,088,520
|
8,856,279
|
|||||||||
|
Class B common stock
|
12,039,494
|
18,021
|
|
|||||||||
|
Total voting power
|
210,624,887
|
22,268,730
|
8,858,899
|
|||||||||
|
Ronald Ruzic
|
||||||||||||
|
Common stock
|
107,066,204
|
5,252,263
|
8,856,279
|
|||||||||
|
Class B common stock
|
12,039,494
|
18,021
|
|
|||||||||
|
Total voting power
|
227,461,144
|
5,432,473
|
8,858,899
|
|||||||||
|
Raanan Zilberman
|
||||||||||||
|
Common stock
|
111,343,995
|
974,472
|
8,856,279
|
|||||||||
|
Class B common stock
|
12,057,515
|
–
|
|
|||||||||
|
Total voting power
|
231,919,145
|
974,472
|
8,858,899
|
Ratification of Appointment of Independent Registered Public
Accounting Firm
Accounting Firm
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||||||||||||
|
Common stock
|
117,305,931
|
3,772,604
|
96,211
|
–
|
||||||||||||
|
Class B common stock
|
12,057,777
|
–
|
–
|
–
|
||||||||||||
|
Total voting power
|
237,883,701
|
3,772,604
|
96,211
|
–
|
Advisory Vote on Executive Compensation
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||||||||||||
|
Common stock
|
101,554,328
|
10,566,217
|
197,922
|
8,856,279
|
||||||||||||
|
Class B common stock
|
12,039,494
|
18,021
|
– |
|
||||||||||||
|
Total voting power
|
221,949,268
|
10,746,427
|
197,922
|
8,858,899
|
Advisory Vote on the Frequency of the Advisory Vote on
Executive Compensation
Executive Compensation
|
Triennially
|
Biannually
|
Annually
|
Abstain
|
Broker Non-Votes
|
||||||||||||||||
|
Common stock
|
21,470,380
|
103,741
|
89,471,165
|
1,273,181
|
8,856,279
|
|||||||||||||||
|
Class B common stock
|
11,191,597
|
847,897
|
18,021
|
–
|
|
|||||||||||||||
|
Total voting power
|
133,386,350
|
8,582,711
|
89,651,375
|
1,273,181
|
8,858,899
|
Approval of the Amended and Restated Vishay Intertechnology
Section 162(m) Cash Bonus Plan
Section 162(m) Cash Bonus Plan
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||||||||||||
|
Common stock
|
105,509,805
|
6,617,902
|
190,760
|
8,856,279
|
||||||||||||
|
Class B common stock
|
12,057,515
|
–
|
–
|
|
||||||||||||
|
Total voting power
|
226,084,955
|
6,617,902
|
190,760
|
8,858,899
|
Item 8.01 Other Events.
Cash Dividend Declaration
On May 23, 2017, Vishay declared a quarterly cash dividend of
$0.0625 per share of common stock and Class B common stock
outstanding payable on June 29, 2017 to stockholders of record at
the close of business on June 15, 2017. A copy of the press
release announcing the dividend declaration is attached as
Exhibit 99.1 to this report.
$0.0625 per share of common stock and Class B common stock
outstanding payable on June 29, 2017 to stockholders of record at
the close of business on June 15, 2017. A copy of the press
release announcing the dividend declaration is attached as
Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
Description
|
||
| 10.1 |
Amended and restated Vishay Intertechnology, Inc. 162(m) Cash Bonus Plan. Incorporated by reference to Annex A to our definitive proxy statement, dated March 31, 2017, for our 2017 Annual Meeting of Stockholders. |
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|
99.1
|
Press release dated May 23, 2017.
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Vishay Intertechnology, Inc. (NYSE:VSH) Recent Trading Information
Vishay Intertechnology, Inc. (NYSE:VSH) closed its last trading session at with 1,633,815 shares trading hands.
