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
 
 
  
 
 
   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
 
 


Exhibit 99.1


VISHAY INTERTECHNOLOGY DECLARES QUARTERLY DIVIDEND
MALVERN, Pa., May 21, 2024 - Vishay Intertechnology, Inc. (NYSE:VSH), one of the world's largest manufacturers of discrete semiconductors and passive components, announced today that the Company’s Board of Directors declared a dividend of $0.10 per share of common stock and Class B common stock to be paid June 27, 2024 to stockholders of record as of the close of business on June 13, 2024. Future dividends will be subject to Board approval.
About Vishay
Vishay manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets. Serving customers worldwide, Vishay is The DNA of tech.TM Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH). More on Vishay at www.vishay.com.
Forward-Looking Statements
Statements contained herein that relate to the Company's future cash dividends on its common stock and Class B common stock are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words such as “to be,” "will be," or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; manufacturing or supply chain interruptions or changes in customer demand due to political, economic, and health instability and military conflicts and hostilities; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in U.S. and foreign trade regulations and tariffs, and uncertainty regarding the same; changes in applicable domestic and foreign tax regulations, and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The DNA of tech™ is a trademark of Vishay Intertechnology.
Contact:                                                   
Vishay Intertechnology, Inc.
Peter Henrici
Executive Vice President, Corporate Development
+1-610-644-1300
v3.24.1.1.u2
Document and Entity Information
May 21, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 21, 2024
Entity File Number 1-7416
Entity Registrant Name Vishay Intertechnology, Inc.
Entity Central Index Key 0000103730
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 38-1686453
Entity Address, Address Line One 63 Lancaster Avenue
Entity Address, City or Town Malvern
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19355
City Area Code 610
Local Phone Number 644-1300
Title of 12(b) Security Common stock, par value $0.10 per share
Trading Symbol VSH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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