Vishay Precision Group, Inc. (NYSE:VPG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On July 26, 2017, Vishay Precision Group, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain letter agreement (the “Letter Agreement”), dated as of March 24, 2017, with Nokomis Capital, L.L.C. (“Nokomis”), providing for, among other things, the appointment of Wesley Cummins, an analyst at Nokomis, and Bruce A. Lerner (collectively, the “New Directors”) to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2018 annual meeting. The New Directors will be eligible to receive compensation in accordance with the Company’s director compensation policy as described under Item 5.02 below. As of the date of the Agreement, Nokomis owned approximately 14.7% of the Company’s outstanding capital stock (15.9% of the Company’s outstanding common stock).
The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2017, and in accordance with the Amendment described above, the Board appointed Wesley Cummins and Bruce A. Lerner as members of the Board, effective immediately. The New Directors’ initial terms will expire at the annual meeting of stockholders in 2018.
The New Directors’ annual compensation will be consistent with the terms of the Company’s 2017 Non-Executive Director Compensation Plan (the “Plan”), which provides for (i) an annual cash retainer of $35,000 for all non-executive directors (other than the Chairman), payable in quarterly installments in advance, and (ii) an annual grant of restricted stock units with a fair market value equal to $55,000, which grant vests on the earlier of (i) the first anniversary of the date of grant and (ii) the date of the next Annual Meeting of Stockholders of the Company. These components of compensation are subject to pro-ration in accordance with the Plan, and accordingly, on July 26, 2017, the Company (i) granted to each New Director restricted stock units of the Company with a grant date fair value of approximately $46,200, which represents a pro-rated portion of the annual equity grant made to non-executive directors to the Plan, and which will vest, subject to the New Directors’ continued service, on the date of the next Annual Meeting of Stockholders of the Company; and (ii) paid a cash retainer of $2,885, which represents a pro-rated portion of the quarterly installment of the annual cash retainer to the Plan.
Each of the New Directors entered into an indemnification agreement with the Company effective July 26, 2017, substantially in the form of the indemnification agreement entered into between the Company and its other directors and executive officers.
Except for the Amendment and the Letter Agreement, there is no arrangement or understanding between the New Directors and any other persons to which the New Directors were selected as directors. There are no related party transactions involving either New Director that are reportable under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On July 27, 2017, the Company issued a press release announcing the appointment of the New Directors. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Amendment, dated July 26, 2017, to that certain letter agreement, dated March 24, 2017, by and among Vishay Precision Group, Inc. and Nokomis Capital, L.L.C.
Press release, dated July 27, 2017.
Vishay Precision Group, Inc. ExhibitEX-10.1 2 exhibit101_vpg-20170726x8k.htm EXHIBIT 10.1 Exhibit Exhibit 10.1 VISHAY PRECISION GROUP,…To view the full exhibit click
About Vishay Precision Group, Inc. (NYSE:VPG)
Vishay Precision Group, Inc. (VPG) is a designer, manufacturer and marketer of sensors and sensor-based measurement systems, as well as specialty resistors and strain gages. The Company operates through three business segments: Foil Technology Products, Force Sensors, and Weighing and Control Systems. Its Foil Technology Products segment includes foil resistor and strain gage operating segments. The Foil Technology Products segment’s brands include Alpha Electronics, Micro-Measurements, Powertron and Vishay Foil Resistors. The Force Sensors segment includes load cells and force measurement transducers that are offered as precision sensors for industrial and commercial use. The Weighing and Control Systems segment designs and manufactures systems that consists of load cells and instrumentation for weighing and force control/measurement for a range of uses, including on-board weighing and overload monitor systems. The segment’s brands include BLH Nobel, KELK and VPG Onboard Weighing.