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Executive Change · Shareholder Vote

Filed May 18, 2026 · 1mo ago · Accession 0000103730-26-000043

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 18, 2026     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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) Compensatory Arrangements of Certain Officers Vishay Intertechnology, Inc. ("Vishay") held its Annual Meeting of Stockholders on May 18, 2026.  Vishay stockholders voted to approve Amendment No. 1 to the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan (the "2023 Plan"). A listing of the changes reflected in the 2023 Plan is summarized below: • increase the number of shares available for issuance under the 2023 Plan by 6.0 million shares from approximately 6.0 million shares to approximately 12.0 million shares; • extend the term of the 2023 Plan by approximately 3 years to the tenth anniversary of the approval of the amendment by our Board of Directors; and • clarify that the 2023 Plan's feature for automatic exercise of expiring stock options only applies to the extent the relevant option is then vested and exercisable. The foregoing description is qualified in its entirety by reference to the 2023 Plan, which is incorporated herein by reference to Annex A to Vishay's proxy statement, dated April 8, 2026, for its 2026 Annual Meeting of Stockholders. Item 5.07 – Submission of Matters to a Vote of Security Holders. Vishay held its Annual Meeting of Stockholders on May 18, 2026. At the Annual Meeting of Stockholders, Vishay's stockholders elected four directors to hold office until the 2029 annual meeting, ratified the appointment of Deloitte & Touche LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2026, voted on an advisory basis to approve Vishay's executive compensation, and voted to approve Amendment No. 1 to the 2023 Long-Term Incentive Plan. 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 2029     For     Withheld     Broker Non-Votes   Michael J. Cody               Common stock     70,195,520     33,678,479     6,793,734 Class B common stock     11,340,267     18,021     - Total voting power     183,598,190     33,858,689     6,793,734 Dr. Abraham Ludomirski                         Common Stock     48,751,033     55,122,966     6,793,734 Class B common stock     11,340,267     18,021     - Total voting power     162,153,703     55,303,176     6,793,734 John Malvisi                         Common stock     103,197,566     676,433     6,793,734 Class B common stock     11,358,288     -     - Total voting power     216,780,446     676,433     6,793,734 Raanan Zilberman                          Common stock     70,202,596       33,671,403       6,793,734    Class B common stock     11,340,267       18,021       -    Total voting power     183,605,266       33,851,613       6,793,734     Ratification of Appointment of Independent Registered Accounting Firm     For     Against     Abstain     Broker Non-Votes   Common stock     109,860,392     364,017     443,324     - Class B common stock     11,358,288     -     -     - Total voting power     223,443,272     364,017     443,324     - Advisory Vote on Executive Compensation     For     Against     Abstain     Broker Non-Votes   Common stock     100,779,649     2,583,096     511,254     6,793,734 Class B common stock     11,358,288     -     -     - Total voting power     214,362,529     2,583,096     511,254     6,793,734 Approval of Amendment No. 1 to the 2023 Long-Term Incentive Plan     For     Against     Abstain     Broker Non-Votes   Common stock     97,074,915     6,302,036     497,048     6,793,734 Class B common stock     11,358,288     -     -     - Total voting power     210,657,795     6,302,036     497,048     6,793,734 Item 8.01 – Other Events Cash Dividend Declaration On May 18, 2026, Vishay declared a quarterly cash dividend of $0.10 per share of common stock and Class B common stock outstanding payable on June 29, 2026 to stockholders of record at the close of business on June 18, 2026. 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          10.1 Amendment No. 1 to the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan.  Incorporated by reference to Annex A to our definitive proxy statement, dated April 8, 2026, for our 2026 Annual Meeting of Stockholders.   99.1   Press release dated May 18, 2026.    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 18, 2026   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 18, 2026
Report date
May 18, 2026
Document
form8-k.htm
Size
282 KB