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)  May 19, 2020
   

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
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 
Title of each class
 
Trading symbol
 
Name of exchange on which registered
Common stock, par value $0.10 per share
VSH
 
New York Stock Exchange

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

Appointment of New Executive Officers

Effective July 1, 2020, Joel Smejkal, 53, Executive Vice President – Business Head Passive Components, will move into a new role as Executive Vice President – Corporate Business Development. Mr. Smejkal will continue to report directly to our Chief Executive Officer, Dr. Gerald Paul.

Jeff Webster, 49, will assume Mr. Smejkal’s responsibilities as Executive Vice President – Business Head Passive Components effective July 1, 2020. On the same date, Andreas Randebrock, 55, will become Executive Vice President – Global Human Resources. Messrs. Webster and Randebrock will report directly to Dr. Paul. On June 30, 2020, Werner Gebhardt, Executive Vice President – Global Human Resources will retire from that position.

Mr. Webster was formerly Senior Vice President – Corporate Quality, is currently working on special projects as Assistant to the CEO and has been with Vishay since January 2000.  Mr. Randebrock is currently Senior Vice President – Employee Development and has been with Vishay since May 2015.

Vishay Intertechnology, Inc.'s ("Vishay," or the "Company") Compensation Committee has approved an increase of Mr. Smejkal’s base salary to $561,966 effective July 1, 2020. With respect to Messrs. Webster and Randebrock, the Compensation Committee has reviewed the salaries, bonus arrangements, and other incentives, and the Company intends to file the employment agreements memorializing those terms as exhibits to its next quarterly report on Form 10-Q.
 
Item 5.07 – Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 19, 2020.  At the Annual Meeting of Stockholders, Vishay's stockholders elected three directors to hold office until the 2023 annual meeting and one director to hold office until the 2021 annual meeting, ratified the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2020, and voted on an advisory basis to approve Vishay's executive compensation.

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 2023

   
For
    
Withheld
    
Broker Non-Votes
  
Michael J. Cody
                  
  Common stock
    
112,110,761
      
1,059,837
      
6,013,688
  
  Class B common stock
    
12,057,515
      
-
      
262
  
  Total voting power
    
232,685,911
      
1,059,837
      
6,016,308
  
Dr. Abraham Ludormirski
                        
  Common stock
    
92,146,553
      
21,024,045
      
6,013,688
  
  Class B common stock
    
12,039,494
      
18,021
      
262
  
  Total voting power
    
212,541,493
      
21,204,255
      
6,016,308
  
Raanan Zilberman
                        
  Common stock
    
95,816,986
      
17,353,612
      
6,013,688
  
  Class B common stock
    
12,039,494
      
18,021
      
262
  
  Total voting power
    
216,211,926
      
17,533,822
      
6,016,308
  

Election of Director to Hold Office Until 2021

   
For
    
Withheld
    
Broker Non-Votes
  
Jeffrey H. Vanneste
                  
  Common stock
    
108,481,325
      
4,689,273
      
6,013,688
  
  Class B common stock
    
12,057,515
      
-
      
262
  
  Total voting power
    
229,056,475
      
4,689,273
      
6,016,308
  

Ratification of Appointment of Independent Registered Public Accounting Firm

   
For
    
Against
    
Abstain
    
Broker Non-Votes
  
  Common stock
    
116,448,355
      
2,642,997
      
92,934
      
-
  
  Class B common stock
    
12,057,777
      
-
      
-
      
-
  
  Total voting power
    
237,026,125
      
2,642,997
      
92,934
      
-
  

Advisory Vote on Executive Compensation

   
For
    
Against
    
Abstain
    
Broker Non-Votes
  
  Common stock
    
108,780,753
      
4,146,153
      
243,692
      
6,013,688
  
  Class B common stock
    
12,023,171
      
-
      
34,344
      
262
  
  Total voting power
    
229,012,463
      
4,146,153
      
587,132
      
6,016,308
  

Item 8.01 - Other Events

Cash Dividend Declaration

On May 20, 2020 Vishay declared a quarterly cash dividend of $0.095 per share of common stock and Class B common stock outstanding payable on June 25, 2020 to stockholders of record at the close of business on June 12, 2020. A copy of the press release announcing the dividend declaration is attached as Exhibit 99.1 to this report.

Convertible Notes Repurchase Authority

On May 20, 2020, the Company’s Board of Directors authorized a program to repurchase up to $200 million of the outstanding convertible senior notes due 2025 in open market repurchases or through privately negotiated transactions.   Such transactions are subject to the execution of formal agreements with a purchasing agent, as well as market and business conditions, legal requirements, and other factors.  Such authorization does not obligate us to acquire any particular amount of convertible senior notes, and it may be terminated or suspended at any time at our discretion, in accordance with applicable laws and regulations.  The Company expects to fund any such transactions through cash on hand, and if necessary, borrowings under its revolving credit facility.

Item 9.01 – Financial Statements and Exhibits
 
(d) Exhibits

Exhibit No.
 
Description
 
 
  
  99.1
  Dividend declaration press release dated May 20, 2020
   104   Cover Page Interactive Data File (embedded within the Inline XBRL document).
 


 
Signature
 
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: May 20, 2020

 
VISHAY INTERTECHNOLOGY, INC.

 
By:
/s/ Lori Lipcaman
 

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