Vishay Intertechnology, Inc. (NASDAQ: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
Arrangements of Certain Officers
Retirement of D. Wunderlich
On November 14, 2016, the Board of Directors of Vishay
Intertechnology, Inc. (the “Company”) accepted Mr. Dieter
Wunderlich’s resignation from his position as Executive Vice
President and Chief Operating Officer of the Company, which
retirement will be effective as of December 31, 2016. In
connection with Mr. Wunderlich’s retirement, the Compensation
Committee of the Board of Directors approved the execution of an
agreement providing for certain retirement-related benefits,
including salary continuation for a period of time after Mr.
Wunderlich’s retirement (the “Retirement Agreement”), as well
as an amendment to Mr. Wunderlich’s restricted stock unit
(“RSU”) award agreements providing for the acceleration of all
outstanding, time-vested RSUs and the continuation of all
outstanding performance-based RSUs (“PBRSUs”), which will vest
if and to the extent the applicable performance criteria are met
in accordance with current vesting schedules (the “RSU
Agreement”). The foregoing summary is qualified in its entirety
by reference to the Retirement Agreement and the RSU Agreement,
which are filed as Exhibit 10.1 and Exhibit 10.2, respectively,
to this Current Report on Form 8-K and are incorporated by
reference herein.
Appointment of New Executive Officers
Effective January 1, 2017, Clarence Tse, 58, Executive Vice
President Business Head Semiconductors, and Joel Smejkal, 49,
Executive Vice President Business Head Passive Components, will
assume Mr. Wunderlich’s responsibilities. Messrs. Tse and
Smejkal will report directly to our Chief Executive Officer, Dr.
Paul.
Mr. Tse has held various positions of increasing responsibility
since Vishay’s acquisition of Siliconix/Telefunken in 1998,
including Senior Vice President, Diodes Division (2008 – 2016),
Senior Vice President, Power Diodes Division (2002 – 2008) and
Vice President, Finance and Administration Asia (1998 – 2001).
Mr. Tse was first hired by Siliconix in 1985.
Mr. Smejkal has held various positions of increasing
responsibility since joining Vishay in 1990 including Senior Vice
President Global Distribution Sales (2012 – 2016). Mr. Smejkal’s
experience with Vishay includes worldwide and divisional
leadership roles in engineering, marketing, operations and sales.
He was a product developer of 18 U.S. Patents for the Power Metal
Strip resistor technology and brings significant business
development, marketing and sales experience.
On November 14, 2016, the Board of Directors also appointed
Werner Gebhardt as Executive Vice President Global Human
Resources. Mr. Gebhardt has held various positions of increasing
responsibility since Vishay’s acquisition of Draloric Electronic
GmbH (“Draloric”) in 1987, including Sr. Vice President Global
Human Resources (2011 – 2014) and Administrative President Europe
(2006 – 2011). Mr. Gebhardt’s experience with Vishay includes
leadership roles in Administration and Human Resources. Mr.
Gebhardt had been employed by Draloric since 1975.
Also on November 14, 2016, the Compensation Committee approved
certain changes in the compensation of Messrs. Tse, Smejkal, and
Gebhardt to become effective January 1, 2017. These arrangements
are expected to be included in employment agreements of these
executive officers and are consistent with the compensation
structure for our named executive officers, including:
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Base salary, subject to annual review by the Compensation Committee, of TWD 16,445,324 (approximately $520,000) (in the case of Mr. Tse), $235,758 (in the case of Mr. Smejkal), and 226,608 (approximately $250,000) (in the case of Mr. Gebhardt); |
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Eligibility for an annual performance bonus, payable in cash, based on the Company’s overall results as well such executive’s individual performance, with a maximum annual bonus opportunity equal to 100% of such executive’s base salary; and |
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Annual grant of equity-based compensation in the form of RSUs, with an aggregate grant date fair value equal to 30% of such executive’s base salary. Of the total RSUs granted, 25% are in the form of time-vested RSUs that carry only a service condition and vest at the conclusion of a three-year performance period. The remaining 75% are in the form of PBRSUs, which also include a service condition. The PBRSUs will vest at the conclusion of the three-year performance period if certain defined performance criteria established by the Compensation Committee are realized. Half of the PBRSUs will vest if 80% of the applicable objective is met, and the proportion of PBRSUs subject to such criterion will increase by 2.5% for each additional 1% of the applicable objective (between 80% and 100%). |
A copy of the press release announcing the retirement of Mr.
Wunderlich and the appointments of Messrs. Tse and Smejkal is
attached as Exhibit 99.2 to this report.
Amendment to RSU Awards of Other NEOs
Also on November 14, 2016, the Compensation Committee approved
certain changes to the terms of RSU awards to be granted to Ms.
Lipcaman and Messrs. Vandoorn and Valletta. Beginning in
January 2017, any RSUs granted to such executive officers that
remain outstanding at the time of such executive officer’s
retirement in accordance with the terms of his or her
employment agreement with the Company shall, in the case of
time-vested RSUs, become fully vested upon such retirement and,
in the case of PBRSUs, vest if and to the extent the applicable
performance criteria are met in accordance with current vesting
schedules. These modifications are expected to be included in
amended and restated employment agreements of these executive
officers.
Special Bonuses
Also on November 14, 2016, the Compensation Committee approved
the payment of the following cash bonuses to Dr. Paul and Mr.
Wunderlich in recognition of their work to successfully
implement the Company’s MOSFETs Enhanced Competitiveness
Program:
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Officer
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Bonus Amount
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Dr. Gerald Paul |
200,000 (approximately $215,000) |
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Dieter Wunderlich |
200,000 (approximately $215,000) |
These bonuses will be paid during the fourth fiscal quarter of
2016.
Item 8.01 Other Events
Cash Dividend Declaration
On November 14, 2016, Vishay declared a quarterly cash dividend
of $0.0625 per share of common stock and Class B common stock
outstanding payable on December 22, 2016 to stockholders of
record at the close of business on December 8, 2016. A copy of
the press release announcing the dividend declaration is
attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description |
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10.1 |
Retirement Agreement, dated November 14, 2016 |
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10.2 |
Amendment to RSU Award Agreements, dated November 14, 2016 |
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| 99.1 | Press release dated November 14, 2016 | |
| 99.2 |
Press release dated November 16, 2016 |
About Vishay Intertechnology, Inc. (NASDAQ:VSH)