Washington, D.C. 20549
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:
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).
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:
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Name of exchange on which registered
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Common stock, par value $0.10 per share
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VSH
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Item 7.01 – Regulation FD Disclosure
Conversion Ratio Adjustments for Dividends
The quarterly cash dividend program of Vishay Intertechnology, Inc. ("the Company" or "Vishay") results in adjustments to the conversion rate and
effective conversion price for each issuance of the Company's convertible senior notes, specifically, the 2.25% Convertible Senior Notes due 2025 (the "2025 Notes"). As required by the indentures governing the terms of each issuance of convertible
senior notes, 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 convertible senior notes, effective December 3, 2024 (the ex-dividend date), the
adjusted conversion rate and adjusted effective conversion price are as follows (subject to the conditions applicable to conversion set forth in the indentures):
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Convertible Senior Notes
Due 2025
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Conversion Rate (shares of common stock per $1,000 principal amount)
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32.2205
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Effective conversion price (per share)
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$
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31.04
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The conversion rate and effective conversion price of Vishay's 2.25%
Convertible Senior Notes due 2030 were not impacted by the quarterly cash dividend.
Item 8.01 – Other Events
In February 2022, the Board of Directors of Vishay approved, and
Vishay announced a Stockholder Return Policy ("SHRP"), which set forth the intention of Vishay to annually return to stockholders at least 70% of free cash flow, net of scheduled principal payments of long-term debt, directly in the form of
dividends, or indirectly, in the form of stock repurchases.
To enable the operation of the SHRP, Vishay's Board of Directors approves the repurchase of a stated number of shares of common stock from time-to-time. As of
September 28, 2024, approximately 1.2 million shares remained from the previous repurchase authorization of 8.5 million shares.
On December 3, 2024, Vishay's Board of Directors approved the repurchase
of an additional 3.0 million shares of common stock, to enable the operation of the SHRP for the foreseeable future.
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: December 3, 2024
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VISHAY INTERTECHNOLOGY, INC.
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By:
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/s/ David L. Tomlinson
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Name:
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David L. Tomlinson
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Title:
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Senior Vice President – Chief Accounting Officer
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