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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
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| Date of Report (Date of Earliest Event Reported): | August 14, 2024 | |
Vishay Precision Group, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware | 1-34679 | 27-0986328 |
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification |
Incorporation or Organization) | | Number) |
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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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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Securities registered pursuant to Section 12(b) of the Act:
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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 |
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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). |
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2024, the Board of Directors (the “Board”) of Vishay Precision Group Inc. (the “Company”), acting on the recommendation of its Nominating and Corporate Governance Committee, appointed Erez Lorber to the Company’s Board, effective immediately. Mr. Lorber’s initial term will expire at the Company’s annual meeting of stockholders to be held in 2025. The Board has concluded that Mr. Lorber will qualify as an independent director pursuant to the New York Stock Exchange corporate governance standards.
Mr. Lorber will be compensated on the same terms as the Company’s other non-employee directors. Compensation arrangements for directors are described under the heading “Director Compensation” in the Company’s most recently filed Definitive Proxy Statement. There are no arrangements or understandings between Mr. Lorber and any other person pursuant to which Mr. Lorber was appointed as a director. There are no transactions involving Mr. Lorber that are reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On August 15, 2024, the Company issued a press release announcing the appointment of Mr. Lorber to the Board. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
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.
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| Vishay Precision Group, Inc. |
Date: August 14, 2024 | By: | /s/ William M. Clancy |
| | Name: William M. Clancy |
| | Title: Executive Vice President and Chief |
| | Financial Officer |