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Published: 2022-05-24 16:32:33 ET
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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


  Date of Report (date of earliest event reported)  May 24, 2022
   

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.

The Company held its Annual Meeting of Stockholders on May 24, 2022.  At the Annual Meeting of Stockholders, Vishay's stockholders elected four directors to hold office until the 2025 annual meeting, ratified the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2022, 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 Directors to Hold Office until 2025

 
 
       For
 
 Withheld
 
 Broker Non-Votes
 
Dr. Gerald Paul
      
 

 

 
 
 Common stock
      
108,051,144
 
2,578,061
 
6,815,455
 
 
 Class B common stock
      
11,940,267
 
18,021
 
 -
 
 
 Total voting power
      
227,453,814
 
2,758,271
 
6,815,455
 
Dr. Renee B. Booth
      
 
 
 
 
 
 
 
 Common Stock
      
110,140,447
 
488,758
 
6,815,455
 
 
 Class B common stock
      
11,958,288
 
-
 
 -
 
 
 Total voting power
      
229,723,327
 
488,758
 
6,815,455
 
Dr. Michiko Kurahashi
      
 
 
 
 
 
 
 
 Common stock
      
110,153,181
 
476,024
 
6,815,455
 
 
Class B common stock
      
11,958,288
 
-
 
-
 
 
 Total voting power
      
229,736,061
 
476,024
 
6,815,455
 
Timothy V. Talbert
      
 
 
 
 
 
 
 
 Common stock
      
107,303,696
 
3,325,509
 
6,815,455
 
 
 Class B common stock
      
11,940,267
 
18,021
 
-
 
 
 Total voting power
      
226,706,366
 
3,505,719
 
6,815,455
 
 
Ratification of Appointment of Independent Registered Accounting Firm

 
 
   For
  Against
 
 Abstain
 
 Broker Non-Votes
 
 
 Common stock
   112,761,615  
4,616,490
 
66,555
 
-
 
 
 Class B common stock
   11,958,288  
-
 
 -
 
-
 
 
 Total voting power
   232,344,495  
4,616,490
 
66,555
 
-
 

Advisory Vote on Executive Compensation

 
 
   For
  Against
 
 Abstain
 
 Broker Non-Votes
 
 
 Common stock
   102,978,713  
7,418,130
 
232,362
 
6,815,455
 
 
 Class B common stock
   11,940,267  
18,021
 
 -
 
-
 
 
 Total voting power
   222,381,383  
7,598,340
 
232,362
 
6,815,455
 



Item 8.01 – Other Events

Cash Dividend Declaration

On May 24, 2022, Vishay declared a quarterly cash dividend of $0.10 per share of common stock and Class B common stock outstanding payable on June 29, 2022 to stockholders of record at the close of business on June 17, 2022. 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 24, 2022

 
VISHAY INTERTECHNOLOGY, INC.

 
By:
/s/ Lori Lipcaman
 

 
Name:
Lori Lipcaman
 
Title:
Executive Vice President and
 
 
Chief Financial Officer