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

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

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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.
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.
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.
Each share of common stock is entitled to one vote, and each
share of Class B common stock is entitled to ten votes.
The results of the votes of stockholders on each matter set forth
at the Annual Meeting are as follows:
Election of Directors 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
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
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
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.
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.
99.1
Press release dated May 23, 2017.


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.

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