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8-KThe WireRoutine

Shareholder Vote · Company Update

Filed May 21, 2024 · 2y ago · Accession 0000103730-24-000089

Plain English

Material event — a significant development the company must disclose promptly.

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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, 2024     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 5.07 – Submission of Matters to a Vote of Security Holders. Vishay Intertechnology, Inc. ("Vishay") held its Annual Meeting of Stockholders on May 21, 2024. At the Annual Meeting of Stockholders, Vishay's stockholders elected one director to hold office until the 2026 annual meeting and three directors to hold office until the 2027 annual meeting, ratified the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2024, 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 Director to Hold Office until 2026           For   Withheld   Broker Non-Votes   John Malvisi               Common stock       105,181,842   437,776   8,540,903     Class B common stock       12,026,976   -   -     Total voting power       225,451,602   437,776   8,540,903   Election of Directors to Hold Office until 2027           For   Withheld   Broker Non-Votes   Marc Zandman               Common stock       61,678,767   43,940,851   8,540,903     Class B common stock       12,008,955   18,021   -     Total voting power       181,768,317   44,121,061   8,540,903   Ruta Zandman                     Common Stock       64,708,068   40,911,550   8,540,903     Class B common stock       12,008,955   18,021   -     Total voting power       184,797,618   41,091,760   8,540,903   Ziv Shoshani                     Common stock       66,562,691   39,056,927   8,540,903     Class B common stock       12,008,955   18,021   -     Total voting power       186,652,241   39,237,137   8,540,903     Ratification of Appointment of Independent Registered Accounting Firm       For   Against   Abstain   Broker Non-Votes     Common stock   110,782,355   3,321,822   56,344   -     Class B common stock   12,026,976   -   -   -     Total voting power   231,052,115   3,321,822   56,344   -   Advisory Vote on Executive Compensation       For   Against   Abstain   Broker Non-Votes     Common stock   103,859,024   1,674,782   85,812   8,540,903     Class B common stock   11,678,691   348,285   -   -     Total voting power   220,645,934   5,157,632   85,812   8,540,903   Item 8.01 – Other Events Cash Dividend Declaration On May 21, 2024, Vishay declared a quarterly cash dividend of $0.10 per share of common stock and Class B common stock outstanding payable on June 27, 2024 to stockholders of record at the close of business on June 13, 2024. A copy of the press release announcing the dividend declaration is attached as Exhibit 99.1 to this report. Item 9.01 – Financial Statements and Exhibits   (d) Exhibits Exhibit No.   Description          99.1   Press release dated May 21, 2024    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 21, 2024   VISHAY INTERTECHNOLOGY, INC.   By: /s/ David L. Tomlinson     Name: David L. Tomlinson   Title: Senior Vice President – Chief Accounting Officer
Filing details
Ticker
VSH
CIK
103730
Form type
8-K
Filing date
May 21, 2024
Report date
May 21, 2024
Document
form8-k.htm
Size
245 KB