0000103730-17-000010.txt : 20170227 0000103730-17-000010.hdr.sgml : 20170227 20170227163006 ACCESSION NUMBER: 0000103730-17-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170223 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170227 DATE AS OF CHANGE: 20170227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISHAY INTERTECHNOLOGY INC CENTRAL INDEX KEY: 0000103730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 381686453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07416 FILM NUMBER: 17642124 BUSINESS ADDRESS: STREET 1: 63 LANCASTER AVENUE CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106441300 MAIL ADDRESS: STREET 1: 63 LANCASTER AVENUE CITY: MALVERN STATE: PA ZIP: 19355 8-K 1 form8-k.htm VISHAY INTERTECHNOLOGY, INC. 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


 
Date of Report (Date of earliest event reported) February 23, 2017
 
 

Vishay Intertechnology, Inc.
 
(Exact name of registrant as specified in its charter)


Delaware
1-7416
38-1686453
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

 
 
63 Lancaster Avenue
Malvern, PA 19355-2143
19355-2143
(Address of Principal Executive Offices)
Zip Code
 
Registrant's telephone number, including area code 610-644-1300

 
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors
 
On February 23, 2017, the Board of Directors of Vishay Intertechnology, Inc. ("Vishay"), acting on the recommendation of its Nominating and Corporate Governance Committee, elected Mr. Raanan Zilberman to the Vishay Board, effective immediately.  Mr. Zilberman's term will expire at the 2017 Annual Meeting of Stockholders, scheduled for May 23, 2017, at which time Mr. Zilberman will stand for election to the Vishay Board.  The Board of Directors has concluded that Mr. Zilberman will qualify as an independent director pursuant to the New York Stock Exchange corporate governance standards.  Mr. Zilberman has not been appointed to any Board committees.
 
Mr. Zilberman will be compensated on the same terms as our other non-management directors.
 
The press release announcing Mr. Zilberman's election is attached as Exhibit 99.1 to this report.

(e) Base Salaries

On February 23, 2017, the Compensation Committee of Vishay's Board of Directors approved the 2017 base salaries for Vishay's Named Executive Officers.

The base salaries for 2017 are set forth below, with approximate U.S. dollar equivalents based on the average exchange rate for 2016:

Name
Positions Held
  
2017 Base Salary
  
Marc Zandman
Executive Chairman of the Board, Chief Business Development Officer, and President - Vishay Israel Ltd
  
ILS 3,466,119 (approximately $900,000) (a)
  
Dr. Gerald Paul
President and Chief Executive Officer
  
€961,043 (approximately $1,060,000) (b)
  
Lori Lipcaman
Executive Vice President and Chief Financial Officer
  
€402,367 (approximately $450,000) (b)
  
Johan Vandoorn
Executive Vice President and Chief Technical Officer
  
€451,894 (approximately $500,000) (b)
  
David Valletta
Executive Vice President Worldwide Sales
  
 
$492,711
  
Clarence Tse
Executive Vice President Business Head Semiconductors
  
TWD 16,445,324 (approximately $510,000) (c)
  
Joel Smejkal
Executive Vice President Business Head Passive Components
  
 
$235,758
  
Werner Gebhardt
Executive Vice President Global Human Resources
  
€ 226,608 (approximately $250,000) (b)
  

(a) Salary will be paid in Israeli shekels
(b) Salary will be paid in euro
(c) Salary will be paid in new Taiwan dollars

Item 9.01   Financial Statements and Exhibits

(d) Exhibits
 
Exhibit No.
 
Description
99.1
 
Press release dated February 27, 2017


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 27, 2017

 
VISHAY INTERTECHNOLOGY, INC.

 
By:
/s/ Lori Lipcaman 

 
Name:
Lori Lipcaman
 
Title:
Executive Vice President and
 
 
Chief Financial Officer

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1
Exhibit 99.1
 
Vishay Intertechnology Appoints Raanan Zilberman to Its Board of Directors

MALVERN, PENNSYLVANIA, February 27, 2017 – Vishay Intertechnology, Inc., (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive electronic components, announced the appointment, effective February 23, 2017, of a new independent member to its Board of Directors, Mr. Raanan Zilberman.

Marc Zandman, Executive Chairman and Chief Business Development Officer, said of the appointment, "We are thrilled to have Raanan join the Board. He will offer significant business experience to our Board, particularly in light of his leadership experience as CEO of several organizations with international operations and reach. Raanan also brings to the Board familiarity with the Vishay organization from his tenure, through 2004, as President of Vishay Transducers business following Vishay's acquisition of Tedea Huntleigh. We look forward to the benefits his expertise and insights will provide."

Mr. Zilberman recently joined Caesarstone Ltd. (NASDAQ: CSTE), manufacturer of high quality engineered quartz surfaces, as its Chief Executive Officer; prior to that, and in addition to his experience at Vishay from 2002 to 2004, Mr. Zilberman served as CEO of Eden Springs, a Swiss-based leading provider of water & coffee services to European workplaces; CEO of Danone Springs, a joint venture between Danone, a global food company, and Eden Springs, with a European-wide water production and distribution footprint; CEO of Tedea Huntleigh, a company listed on the Tel Aviv Stock Exchange engaged in the production and marketing of electromechanical sensors; and COO of Tadiran Appliances, a former subsidiary of Carrier and United Technologies, which manufactures air conditioners and refrigerators. Mr. Zilberman holds a B.Sc. degree in Industrial Engineering from Ben Gurion University, Israel and an executive M.B.A. from the Recanati Business School at Tel Aviv University, Israel.

About Vishay
 
Vishay Intertechnology, Inc., a Fortune 1000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, MOSFETs, and infrared optoelectronics) and passive electronic components (resistors, inductors, and capacitors). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, power supplies, and medical markets. Vishay's product innovations, successful acquisition strategy, and "one-stop shop" service have made it a global industry leader. Vishay can be found on the Internet at http://www.vishay.com.
 
Forward-Looking Statements

Statements contained herein that relate to the Company's future performance, including statements with respect to the impact of the Company's organizational structure, are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; delays or difficulties in implementing our cost reduction strategies; changes in foreign currency exchange rates; changes in applicable domestic and foreign tax regulations; and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
 
Contact:
Vishay Intertechnology, Inc.
Peter Henrici
Senior Vice President, Corporate Communications
 +1-610-644-1300