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8-KThe WireRoutine

Shareholder Vote · Company Update

Filed May 20, 2025 · 1y ago · Accession 0000103730-25-000041

Plain English

Material event — a significant development the company must disclose promptly.

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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 20, 2025     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. 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     For     Withheld     Broker Non-Votes   Dr. Renee B. Booth               Common stock     70,236,968     33,686,730     8,658,241 Class B common stock     11,103,512     18,021     - Total voting power     181,272,088     33,866,940     8,658,241 Dr. Michiko Kurahashi                         Common Stock     74,771,873     29,151,825     8,658,241 Class B common stock     11,103,512     18,021     - Total voting power     185,806,993     29,332,035     8,658,241 Joel Smejkal                         Common stock     74,354,988     29,568,710     8,658,241 Class B common stock     11,103,512     18,021     - Total voting power     185,390,108     29,748,920     8,658,241   Ratification of Appointment of Independent Registered Accounting Firm     For     Against     Abstain     Broker Non-Votes   Common stock     106,755,899     5,781,202     44,838     - Class B common stock     11,121,533     -     -     - Total voting power     217,971,229     5,781,202     44,838     - Advisory Vote on Executive Compensation     For     Against     Abstain     Broker Non-Votes   Common stock     101,578,462     2,299,178     46,058     8,658,241 Class B common stock     11,121,533     -     -     - Total voting power     212,793,792     2,299,178     46,058     8,658,241 Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation     Annually     Biannually     Triennially     Abstain   Common stock     97,056,331     53,909     6,754,442     59,016 Class B common stock     11,121,533     -     -     - Total voting power     208,271,661     53,909     6,754,442     59,016 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 Exhibit No.   Description          99.1   Press release dated May 20, 2025    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 20, 2025   VISHAY INTERTECHNOLOGY, INC.   By: /s/ David L. Tomlinson     Name: David L. Tomlinson   Title: Senior Vice President – Chief Accounting Officer
Filing details
Ticker
VSH
CIK
103730
Form type
8-K
Filing date
May 20, 2025
Report date
May 20, 2025
Document
form8-k.htm
Size
259 KB