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VSH > SEC Filings for VSH > Form 8-K on 4-Mar-2014All Recent SEC Filings

Show all filings for VISHAY INTERTECHNOLOGY INC

Form 8-K for VISHAY INTERTECHNOLOGY INC


4-Mar-2014

Change in Directors or Principal Officers, Regulation FD Disclosure


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

Base Salaries

On March 4, 2014, the Compensation Committee of Vishay Intertechnology, Inc.'s
(the "Company") Board of Directors approved the 2014 base salary for Dr. Gerald
Paul, the Company's President and Chief Executive Officer, and the Board of
Directors approved the 2014 base salaries of the Company's other Named Executive
Officers, upon the recommendation of the Company's Compensation Committee.

The base salaries for 2014 are set forth below.

      Name                    Positions Held                   2014 Base Salary
                  Executive Chairman of the Board, Chief               NIS 3,171,990
                  Business Development Officer, and         (approximately $880,000)
Marc Zandman      President - Vishay Israel Ltd                                  (a)
                                                             879,490 (approximately
Dr. Gerald Paul   President and Chief Executive Officer              $1,160,000) (b)
                  Executive Vice President and Chief         344,790 (approximately
Lori Lipcaman     Financial Officer                                    $450,000) (b)
                  Executive Vice President and Chief         397,840 (approximately
Dieter Wunderlich Operating Officer                                    $520,000) (b)
                  Executive Vice President and Chief         387,230 (approximately
Johan Vandoorn    Technical Officer                                    $510,000) (b)
                  Executive Vice President Worldwide
David Valletta    Sales                                                     $450,900

(a) Salary will be paid in Israeli shekels

(b) Salary will be paid in Euro

Non-equity Incentive Compensation

Also on March 4, 2014, the Board of Directors approved certain changes in the employment arrangements of certain Named Executive Officers, upon the recommendation of the Company's Compensation Committee. These arrangements are expected to be included in amendments to the employment agreements of these executive officers.

The employment agreements of Ms. Lipcaman, and Mssrs. Wunderlich, Vandoorn, and Valletta will be amended to provide for changes to their annual cash incentive bonus beginning in 2014. Each executives' cash incentive bonus will be based in part on a percentage of adjusted net earnings, and in part on achievement of personal performance goals and objectives, recommended by the Chief Executive Officer and approved by the Compensation Committee. Each of these executives' annual cash incentive bonus will be capped at 100% of base salary.





Item 7.01 - Regulation FD Disclosure

The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for each issuance of the Company's convertible senior debentures, specifically, the 2.25% Convertible Senior Debentures due 2040, the 2.25% Convertible Senior Debentures due 2041, and the 2.25% Convertible Senior Debentures due 2042. As required by the indentures governing the terms of each issuance of debentures, the Company has delivered a notice and officers' certificate to the trustees regarding these adjustments.

Pursuant to the indentures governing the terms of each issuance of debentures, effective February 27, 2014 (the ex-dividend date), the adjusted conversion rate and adjusted effective conversion price are as follows (subject to the conditions applicable to conversion of debentures set forth in the indentures):

                                                     Due 2040      Due 2041      Due 2042

Conversion Rate (shares of common stock per $1,000
principal amount of debentures)                        72.3396       52.7896       85.0541
Effective conversion price (per share)               $   13.82     $   18.94     $   11.76



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