Vishay Intertechnology Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$VSH
Electrical Products
Technology
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
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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Emerging growth company
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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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Title of each class
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Name of exchange on which registered
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Item 5.07 – Submission of Matters to a Vote of Security Holders.
Vishay Intertechnology, Inc. ("Vishay") held its Annual Meeting of Stockholders on May 20, 2025. At the Annual Meeting of Stockholders, Vishay's stockholders elected three directors to hold office until the 2028 annual
meeting, ratified the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2025, voted on an advisory basis to approve Vishay's executive compensation, and voted on an
advisory basis to submit executive compensation to an advisory vote on an annual basis.
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 2028
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For |
Withheld |
Broker Non-Votes |
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| Dr. Renee B. Booth |
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| Common stock |
70,236,968
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33,686,730
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8,658,241
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| Class B common stock |
11,103,512
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18,021
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- | |||||||
| Total voting power |
181,272,088
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33,866,940
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8,658,241
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| Dr. Michiko Kurahashi |
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| Common Stock |
74,771,873
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29,151,825
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8,658,241
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| Class B common stock |
11,103,512
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18,021 | - | ||||||||
| Total voting power |
185,806,993
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29,332,035
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8,658,241
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| Joel Smejkal |
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| Common stock |
74,354,988
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29,568,710
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8,658,241
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Class B common stock
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11,103,512
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18,021 | - | ||||||||
| Total voting power |
185,390,108
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29,748,920
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8,658,241
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Ratification of Appointment of Independent Registered Accounting Firm
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For |
Against |
Abstain |
Broker Non-Votes |
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| Common stock |
106,755,899 |
5,781,202
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44,838
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- | ||||||||||
| Class B common stock |
11,121,533 | - | - |
-
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| Total voting power |
217,971,229 |
5,781,202
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44,838
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- | ||||||||||
Advisory Vote on Executive Compensation
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For |
Against |
Abstain |
Broker Non-Votes |
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| Common stock |
101,578,462 |
2,299,178
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46,058
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8,658,241
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| Class B common stock |
11,121,533 |
-
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- | - | |||||||||||
| Total voting power |
212,793,792 |
2,299,178
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46,058
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8,658,241 |
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Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation
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Annually |
Biannually |
Triennially |
Abstain |
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| Common stock |
97,056,331 |
53,909
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6,754,442
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59,016
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| Class B common stock |
11,121,533 |
-
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- | - | |||||||||||
| Total voting power |
208,271,661 |
53,909
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6,754,442
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59,016
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Item 8.01 – Other Events
Cash Dividend Declaration
On May 20, 2025, Vishay declared a quarterly cash dividend of $0.10 per share of common stock and Class B common stock outstanding payable on
June 27, 2025 to stockholders of record at the close of business on June 18, 2025. 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
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Exhibit No.
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Description
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 20, 2025
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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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