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):       November 17, 2021

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.10 par value	VPG	New York Stock Exchange

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. ¨

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

On November 17, 2021, the Board of Directors (the "Board") of Vishay Precision Group Inc. (the "Company"), acting on the recommendation of its Nominating and Corporate Governance Committee, appointed Sejal Shah Gulati to the Company's Board effective, January 1, 2022. Ms. Gulati's initial term will expire at the Company's annual meeting of stockholders to be held in 2022, at which time it is expected that she will stand for re-election to the Board. The Board has concluded that Ms. Gulati will qualify as an independent director pursuant to the New York Stock Exchange corporate governance standards.

Ms. Gulati will be compensated on the same terms as the Company's other non-employee directors. Compensation arrangements for directors are described under the heading "Director Compensation" in the Company's most recently filed Definitive Proxy Statement. There are no arrangements or understandings between Ms. Gulati and any other person pursuant to which Ms. Gulati was appointed as a director. There are no transactions involving Ms. Gulati that are reportable under Item 404(a) of Regulation S-K.

Item 7.01     Regulation FD Disclosure

On November 17, 2021, the Company issued a press release announcing the appointment of Ms. Gulati to the Board. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release, dated November 17, 2021.

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: November 17, 2021	By:	/s/ William M. Clancy
		Name: William M. Clancy
		Title:    Executive Vice President and Chief
		Financial Officer

EX-99.1

Exhibit 99.1

VPG Appoints Sejal Shah Gulati as New Independent Director

MALVERN, Pa. (November 17, 2021) - Vishay Precision Group, Inc. (NYSE: VPG), a leading producer of precision sensors and sensor-based systems, today announced the appointment of Sejal Shah Gulati as an independent member to its Board of Directors, effective January 1, 2022.

Marc Zandman, Chairman of the Board of Vishay Precision Group, said, “We are pleased to have Sejal join our board. She brings considerable expertise and demonstrated success in digital marketing and business management at both large companies and start-ups. We look forward to benefiting from her strategic counsel as we continue to work to build additional value for our stockholders.”

Ms. Gulati currently serves as the Chief Growth Officer at NOW™, a B2B payments start-up that helps businesses accelerate invoice payments. She most recently served as Senior Vice President and Growth Leader at Genpact Limited, a NYSE-listed global services firm focused on delivering digital transformation for hundreds of Fortune 500 companies. From 2017 to 2020, she served as General Manager and Vice President of Global Commercial Services for American Express. From 2016 to 2017, Ms. Gulati served as Chief Marketing Officer for EZETAP, a venture funded start-up company that facilitated B2B payments. Prior to founding and serving as CEO of Time Inc. India/TAS Analytical Services, a media analytics company serving Time Inc. and Time Warner from 2006 to 2016, she was the Director of Sales and Marketing for a number of Time Inc. publications, where she earned several industry awards for innovation.

Ms. Gulati earned her Bachelor of Arts degree from Princeton University and an MBA from Harvard Business School. She previously served as a Trustee of Princeton University and was the President of the Harvard Business School Alumni Board.

Sejal Shah Gulati

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 measurement 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

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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 to materially differ include: general business and economic conditions; global labor and supply chain challenges; difficulties or delays in identifying, negotiating and 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; political, economic, health (including the COVID-19 pandemic) and military instability in the countries in which we operate; 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 achieve efficiencies; significant developments from the recent and potential changes in tariffs and trade regulation; our efforts and efforts by governmental authorities to mitigate the COVID-19 pandemic, such as travel bans, shelter-in-place orders and business closures and the related impact on resource allocations, manufacturing and supply chains; the Company’s status as a “critical”, “essential” or “life-sustaining” business in light of COVID-19 business closure laws, orders and guidance being challenged by a governmental body or other applicable authority; the Company’s ability to execute its business continuity, operational and budget plans in light of the COVID-19 pandemic; 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, 2020 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2021. 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:

Steve Cantor

Vishay Precision Group, Inc.

781-222-3516

steve.cantor@vpgsensors.com

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XML

Cover	Nov. 17, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 17, 2021
Entity Registrant Name	Vishay Precision Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-34679
Entity Tax Identification Number	27-0986328
Entity Address, Address Line One	3 Great Valley Parkway, Suite 150
Entity Address, City or Town	Malvern
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	(484)
Local Phone Number	321-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.10 par value
Trading Symbol	VPG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001487952
Amendment Flag	false