vpg-20230524

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 24, 2023

Vishay Precision Group, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	1-34679	27-0986328
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
Incorporation or Organization)		Number)


3 Great Valley Parkway, Suite 150
Malvern, PA			19355
(Address of Principal Executive Offices)			(Zip Code)

(484) 321-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K 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

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.10 par value	VPG	New York Stock Exchange


			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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 24, 2023, Vishay Precision Group, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 12,576,178 shares of the Company’s common stock and 1,022,887 shares of the Company’s Class B common stock were entitled to vote as of March 27, 2023, the record date for the Annual Meeting, of which 11,615,487 were present in person or by proxy at the Annual Meeting (representing 20,703,489 total votes). Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The following is a summary of the final voting results for each matter presented to stockholders.

Proposal 1: Election of Directors

The Company’s stockholders voted to elect Janet Clarke, Wesley Cummins, Sejal Shah Gulati, Bruce Lerner, Saul Reibstein, Ziv Shoshani, Timothy Talbert and Marc Zandman to serve as directors of the Company for a one-year term expiring on the date of the Company’s 2024 Annual Meeting of Stockholders. The number of votes cast in the election of directors was as follows:


Nominee	For	Withheld	Broker Non-Votes
Janet Clarke	18,345,171	905,023	1,453,295
Wesley Cummins	12,400,153	6,850,041	1,453,295
Sejal Shah Gulati	19,008,233	241,961	1,453,295
Bruce Lerner	15,458,640	3,791,554	1,453,295
Saul Reibstein	15,397,567	3,852,627	1,453,295
Ziv Shoshani	18,217,610	1,032,584	1,453,295
Timothy Talbert	13,419,098	5,831,096	1,453,295
Marc Zandman	18,881,541	368,653	1,453,295

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, as the Company's independent registered public accounting firm for the year ending December 31, 2023. The number of votes cast in the ratification of the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, was as follows:


	For	Against	Abstentions
Ratification of Brightman Almagor Zohar & Co., a firm in the Deloitte global network	20,304,917	5,561	393,011

Proposal 3: Advisory, Non-binding Vote Related to Executive Compensation

The Company’s stockholders, on an advisory basis, voted to approve the non-binding resolution relating to executive compensation, as follows:


	For	Against	Abstentions	Broker Non-Votes
Approval of compensation of named executive officers	17,774,724	1,075,985	399,485	1,453,295

Proposal 4: Advisory, Non-binding Vote Related to Frequency of Vote on Executive Compensation

The Company’s stockholders, on an advisory basis, voted to approve the non-binding resolution relating to the frequency of vote on executive compensation, as follows:


	1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
Approval of frequency of advisory vote on compensation of named executive officers	17,840,385	8,896	1,006,036	394,877	1,453,295

Proposal 5: Amendment to the Amended and Restated Certificate of Incorporation

The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation (identified as “Proposal Five” in the definitive proxy statement) required the following three affirmative votes: (i) the holders of shares of common stock and Class B common stock entitled to cast a majority of the votes entitled to be cast by the holders of all outstanding shares of common stock and Class B common stock, voting together as a single class; (ii) the holders of a majority of the outstanding shares of common stock, voting as a separate class; and (iii) the holders of a majority of the outstanding shares of Class B common stock, voting as a separate class.

The proposed amendment will not be implemented because a majority of the votes of the outstanding shares of common stock (group (ii) above) did not approve the amendment.


	For	Against	Abstentions	Broker Non-Votes
Approval of amendment to the Amended and Restated Certificate of Incorporation
Common stock	3,814,885	5,328,784	8,745	1,453,295
Class B common stock	9,706,430	—	391,350	—
Total voting power	13,521,315	5,328,784	400,095	1,453,295

SIGNATURES

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.


	Vishay Precision Group, Inc.
Date: May 24, 2023	By:	/s/ William M. Clancy
		Name: William M. Clancy
		Title: Executive Vice President and Chief
		Financial Officer

Vishay Precision Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders