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VSH > SEC Filings for VSH > Form 8-K on 21-May-2014All Recent SEC Filings

Show all filings for VISHAY INTERTECHNOLOGY INC

Form 8-K for VISHAY INTERTECHNOLOGY INC


21-May-2014

Change in Directors or Principal Officers, Submission of Matters to a


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

(e) Compensatory Arrangements of Certain Officers

Vishay Intertechnology, Inc. ("Vishay") held its Annual Meeting of Stockholders on May 20, 2014. Vishay's stockholders voted to approve the Amended and Restated Vishay Intertechnology, Inc. 2007 Stock Incentive Program (the "Plan").

A listing of the changes reflected in the Plan is summarized below:

increase the number of shares available for issuance under the Plan from 3.0 million shares to 6.5 million shares;

        merge Vishay's Existing Senior Executive Phantom Stock Plan with and
         into the Plan and provide for the future issuance of phantom stock
         units under the Plan;

extend the term of the Plan to the tenth anniversary of the Company's 2014 Annual Meeting of Stockholders;

clarify that shares underlying forfeited awards will return to the pool of shares that is available for future issuance under the Plan;

        expand authorization of the issuance of awards in the form of stock
         appreciation rights to eligible employees resident in the United
         States;



        clarify that the Compensation Committee will make equitable adjustments
         to all forms of Award issued under the Plan in connection with a stock
         dividend, stock split or other change in capitalization as provided in
         the Plan; and



        authorize the automatic exercise of any expiring in-the-money stock
         options with an expiration date after the effective date of the
         amendment and restatement of the Plan, including on a retroactive basis
         with respect to any stock option that was granted before the effective
         date of the amended and restated Plan and that remains outstanding and
         unexercised after the effective date.

The foregoing description is qualified in its entirety by reference to the Plan, which is incorporated herein by reference to Annex A to Vishay's definitive proxy statement, dated April 4, 2014, for its 2014 Annual Meeting of Stockholders.




Item 5.07 - Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders, Vishay's stockholders elected three directors to hold office until the 2017 annual meeting, ratified the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2014, voted on an advisory basis to approve Vishay's executive compensation, and approved the Plan.

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 2017

                             For            Withheld        Broker Non-Votes
Dr. Abraham Ludomirski
 Common stock              77,733,470       35,712,953             12,684,944
 Class B common stock      11,939,517           18,021                  1,012
 Total voting power       197,128,640       35,893,163             12,695,064
Wayne Rogers
 Common stock              77,334,175       36,112,248             12,684,944
 Class B common stock      11,939,517           18,021                  1,012
 Total voting power       196,729,345       36,292,458             12,695,064
Ronald Ruzic
 Common stock             105,388,467        8,057,956             12,684,944
 Class B common stock      11,939,517           18,021                  1,012
 Total voting power       224,783,637        8,238,166             12,695,064

Ratification of Appointment of Independent Registered Public Accounting Firm

                             For           Against       Abstain      Broker Non-Votes
 Common stock             125,323,154       680,781       127,432                     -
 Class B common stock      11,958,550             -             -                     -
 Total voting power       244,908,654       680,781       127,432                     -


Advisory Vote on Executive Compensation

                             For            Against          Abstain        Broker Non-Votes
 Common stock              68,045,044       42,342,062       3,059,317             12,684,944
 Class B common stock      11,939,517           18,021               -                  1,012
 Total voting power       187,440,214       42,522,272       3,059,317             12,695,064

Approval of the Amended and Restated Vishay Intertechnology, Inc. 2007 Stock

Incentive Program

                             For            Against         Abstain        Broker Non-Votes
 Common stock             108,125,569       2,418,931       2,901,923             12,684,944
 Class B common stock      11,957,538               -               -                  1,012
 Total voting power       227,700,949       2,418,931       2,901,923             12,695,064




Item 8.01 - Other Events.

Cash Dividend Declaration

On May 20, 2014, Vishay declared a cash dividend of $0.06 per share of common stock and Class B common stock outstanding payable on June 26, 2014 to stockholders of record at the close of business on June 12, 2014. A copy of the press release announcing the dividend declaration is attached as Exhibit 99.1 to this report.

U.S. Pension Settlement Window Announcement

On May 21, 2014, Vishay announced that it will offer a special limited-time voluntary lump sum payment opportunity to certain former employees who are deferred vested participants of the Vishay Retirement Plan, Vishay's U.S. qualified pension plan, and who are not currently receiving periodic payments of their pension benefit.

A copy of the press release announcing the pension settlement window is attached as Exhibit 99.2 to this report.



Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.     Description

         10.1   Amended and Restated Vishay Intertechnology, Inc. 2007 Stock Incentive
                Program. Incorporated by reference to Annex A to our definitive proxy
                statement, dated April 4, 2014, for our 2014 Annual Meeting of
                Stockholders.
         10.2   Vishay Intertechnology, Inc. Form of Executive Officer Restricted Stock
                Unit Agreement.
         10.3   Vishay Intertechnology, Inc. Form of Restricted Stock Unit Agreement.
         10.4   Vishay Intertechnology, Inc. Form of Executive Officer Phantom Stock
                Unit Agreement.
         99.1   Press release related to the declaration of a quarterly cash dividend,
                dated May 21, 2014.
         99.2   Press release announcing the U.S. Pension Lump Sum Payment Opportunity,
                dated May 21, 2014.


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