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): May 21, 2015

Vishay Precision Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-34679	27-0986328
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
Incorporation or Organization)		Number)

3 Great Valley Parkway, Suite 150
Malvern, PA	19355
(Address of Principal Executive Offices)	(Zip Code)

(484) 321-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K 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
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.07Submission of Matters to a Vote of Security Holders

On May 21, 2015, Vishay Precision Group, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 12,664,208 shares of the Company’s common stock and 1,025,158 shares of the Company’s Class B common stock were entitled to vote as of April 1, 2015, the record date for the Annual Meeting, of which 11,118,530 were present in person or by proxy at the Annual Meeting (representing 20,245,304 total votes). Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The following is a summary of the final voting results for each matter presented to stockholders.

Proposal 1: Election of Directors

The Company’s stockholders voted to elect Samuel Broydo, Saul Reibstein, Ziv Shoshani, Timothy Talbert and Marc Zandman to serve as directors of the Company for a one-year term expiring on the date of the Company’s 2016 Annual Meeting of Stockholders. The number of votes cast in the election of directors was as follows:

Nominee	For	Withheld	Broker Non-Votes
Samuel Broydo	17,095,923	1,812,813	1,336,568
Saul Reibstein	17,096,420	1,812,316	1,336,568
Ziv Shoshani	18,429,878	478,858	1,336,568
Timothy Talbert	16,844,874	2,063,862	1,336,568
Marc Zandman	18,244,519	664,217	1,336,568

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The number of votes cast in the ratification of the appointment of Ernst & Young LLP was as follows:

	For	Against	Abstentions	Broker Non-Votes
Ratification of Ernst & Young LLP	20,228,780	11,567	4,957	0

Item 8.01Other Information

On May 21, 2015, the Board of Directors (the “Board”) of the Company authorized an increase in the Company’s previously disclosed stock repurchase program from 500,00 to 2,000,000 shares of the Company’s common stock (the “Updated Program”), of which 281,130 shares had been repurchased as of May 20, 2015. The Updated Program will expire in May 2016, and the Board authorized purchases thereunder to be made through a trading plan adopted under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), open market purchases or private transactions, in accordance with the applicable federal securities laws, including Rule 10b-18 of the Exchange Act.

A copy of the press release announcing the adoption of the Updated Program is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release, dated May 21, 2015.

SIGNATURES

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.

	Vishay Precision Group, Inc.
Date: May 26, 2015	By:	/s/ William M. Clancy
		Name: William M. Clancy
		Title:    Executive Vice President and Chief
		Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated May 21, 2015.

EX-99.1

Exhibit 99.1

For Immediate Release

VPG Announces Expanded Common Stock Repurchase Program

MALVERN, Pa. (May 21, 2015) -- Vishay Precision Group, Inc. (NYSE: VPG), a leading producer of precision sensors and systems, today announced that its Board of Directors has approved an increase in the company’s previously disclosed stock repurchase program from 500,000 to 2,000,000 shares of the company’s common stock. As of May 20, 2015, the company has repurchased approximately 280,000 shares of outstanding common stock at a cost of approximately $4.0 million.

“Our share repurchase program reinforces our continued commitment to delivering increased value to shareholders,” said Marc Zandman, VPG’s Chairman of the Board. “At the same time, we remain committed to maintaining a strong balance sheet and financial position, enabling the company to invest in growth-oriented opportunities. This action also reflects the Board’s confidence in our long-term growth strategy and the company’s future performance.”

Under the program authorized by its Board of Directors, the company may repurchase shares in open market purchases or through privately negotiated transactions, subject to market and business conditions, legal requirements, and other factors. The company may enter into Rule 10b5-1 plans to facilitate repurchases. This stock repurchase program does not obligate the company to acquire any particular amount of common stock, and it may be terminated or suspended at any time at the company’s discretion.

VPG expects to fund share repurchases through cash on hand and cash generated from its operations and borrowings under its revolving credit facility. The company had approximately 12.5 million shares of common stock outstanding as of May 21, 2015.

About VPG

Vishay Precision Group, Inc. (VPG) is an internationally recognized designer, manufacturer and marketer of: components based on its resistive foil technology; sensors; and sensor-based systems specializing in the growing markets of stress, force, weight, pressure, and current measurements. VPG is a market leader of foil technology products, providing ongoing technology innovations in precision foil resistors and foil strain gages, which are the foundation of the company's force sensors products and its weighing and control systems. The product portfolio consists of a variety of well-established brand names recognized for precision and quality in the marketplace. To learn more, visit VPG at www.vpgsensors.com.

Forward-Looking Statements

From time to time, information provided by us, including but not limited to statements in this report, or other statements made by or on our behalf, may contain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated.

Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results

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to materially differ include: general business and economic conditions, changes in the current pace of economic recovery, including if such recovery stalls or does not continue as expected; difficulties or delays in completing acquisitions and integrating acquired companies; the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; difficulties in implementing our ERP system and the associated impact on manufacturing efficiencies and customer satisfaction; difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to lower-labor-cost countries; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

VPG

Wendy Wilson

Senior Director Investor Relations and Corporate Communications

919-374-5501

wendy.wilson@vpgsensors.com

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