Check the appropriate box:
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||
o
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Preliminary proxy statement
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o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive proxy statement
|
o
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Definitive additional materials
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o
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Soliciting material pursuant to § 240.14a-12
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x
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
|
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Date Filed:
|
1.
|
the election of four directors to hold office until 2016;
|
2.
|
the ratification of our independent registered public accounting firm;
|
3.
|
the approval of the Vishay Intertechnology, Inc. 2007 Stock Incentive Program; and
|
4.
|
such other business as may be brought properly before the meeting.
|
SECTION
|
|
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Date and time
|
Thursday, May 23, 2013 at 9:30 a.m.
|
Meeting location
|
Vishay Intertechnology, Inc. World Headquarters
63 Lancaster Ave.
Malvern, PA 19355
|
Record date
|
March 28, 2013
|
Voting
|
Each share of common stock will be entitled to one vote and each share of Class B common stock will be entitled to 10 votes with respect to each matter to be voted on at the annual meeting
|
|
|
·
|
The election of four directors to hold office until 2016;
|
·
|
The ratification of Ernst & Young as our independent registered public accounting firm;
|
·
|
The approval of the Vishay Intertechnology, Inc. 2007 Stock Incentive Program; and
|
·
|
Such other business as may be brought properly before the meeting.
|
·
|
FOR
the election of four directors to hold office until 2016 (see Proposal One);
|
·
|
FOR
the ratification of Ernst & Young as our independent registered public accounting firm (see Proposal Two); and
|
·
|
FOR
the approval of the Vishay Intertechnology, Inc. 2007 Stock Incentive Program (see Proposal Three)
|
Name
|
Age
|
Director since
|
||||||
Dr. Gerald Paul
Chief Executive Officer,
President, and Director
|
64
|
1993
|
||||||
Frank Dieter Maier
Former Managing Director of TEMIC GmbH
|
75
|
2010
|
||||||
Timothy V. Talbert
Senior Vice President of Credit and Originations for Lease Corporation of America
|
66
|
-
|
||||||
Thomas C. Wertheimer
Former senior audit partner with
PricewaterhouseCoopers LLP
|
72
|
2004
|
·
|
FOR
the election of four directors to hold office for terms of three years (see Proposal One);
|
·
|
FOR
the ratification of the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2013 (see Proposal Two); and
|
·
|
FOR
the approval of the Vishay Intertechnology, Inc. 2007 Stock Incentive Program (see Proposal Three).
|
·
|
Proposal One.
The election of four directors to hold office for terms of three years or until their successors are duly elected and qualified requires a plurality of the votes of the shares of common stock and Class B common stock, voting together as a single class, present in person or represented by proxy and voted on the election of directors.
|
·
|
Proposal Two.
The ratification of the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2013 requires the affirmative vote of a majority of the votes of the shares of common stock and Class B common stock, voting together as a single class, present in person or represented by proxy and voted on the ratification of the appointment of Ernst & Young LLP.
|
·
|
Proposal Three.
The approval of the Vishay Intertechnology, Inc. 2007 Stock Incentive Program requires the affirmative vote of holders of a majority of the votes of the shares of common stock and Class B common stock, voting together as a single class, present in person or represented by proxy and voted.
|
· | sign and timely return another proxy card bearing a later date; or |
· | provide written notice of the revocation to Vishay's Corporate Secretary; or |
· | attend the annual meeting and vote in person. |
·
|
Review of Vishay's performance, strategies, and major decisions;
|
·
|
Oversight of Vishay's compliance with legal and regulatory requirements and the integrity of its financial statements;
|
·
|
Oversight of management, including review of the CEO's performance and succession planning for key management roles;
|
·
|
Oversight of risk management; and
|
·
|
Oversight of compensation for the CEO, key executives and the Board, as well as oversight of compensation policies and programs for all employees.
|
·
|
Corporate Governance Principles
|
·
|
Code of Business Conduct and Ethics
|
·
|
Code of Ethics Applicable to the Company's Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller and Financial Managers
|
·
|
Audit Committee Charter
|
·
|
Nominating and Corporate Governance Committee Charter
|
·
|
Compensation Committee Charter
|
·
|
Strategic Affairs Committee Charter
|
·
|
Policy on Director Attendance at Annual Meetings
|
·
|
Nominating and Corporate Governance Committee Policy Regarding Qualification of Directors
|
·
|
Procedures for Securityholders' Submissions of Nominating Recommendations
|
·
|
Securityholder Communications with Directors and Interested Party Communication with Independent Directors
|
·
|
Whistleblower and Ethics Hotline Procedures
|
·
|
Related Party Transaction Policy
|
Executive
Committee
|
Audit
Committee
|
Nominating and Corporate Governance
Committee
|
Compensation
Committee
|
Strategic Affairs
Committee
|
|
(1) | |||||
Marc Zandman
|
C
|
–
|
–
|
–
|
–
|
Dr. Abraham Ludomirski
|
–
|
–
|
C
|
M
|
–
|
Frank Dieter Maier
|
–
|
M
|
M
|
–
|
M
|
Dr. Gerald Paul
|
M
|
–
|
–
|
–
|
–
|
Wayne M. Rogers
|
–
|
–
|
–
|
C
|
C
|
Ronald Ruzic
|
–
|
M
|
M
|
–
|
–
|
Ziv Shoshani
|
–
|
–
|
–
|
–
|
M
|
Thomas C. Wertheimer
|
–
|
C
|
–
|
M
|
M
|
Ruta Zandman
|
–
|
–
|
–
|
–
|
–
|
|
|
|
|
|
|
Number of Meetings during 2012
|
1
|
6
|
3
|
4
|
0
|
(1)
|
The Executive Committee meets informally throughout the year to discuss various business issues. Informal meetings are not included in the number of meetings disclosed above.
|
·
|
The Audit Committee reviews our policies and guidelines with respect to risk assessment and risk management, including our major financial risk exposures, and oversees the steps management has taken to monitor and control those exposures.
|
·
|
The Compensation Committee considers risk issues when establishing and administering our compensation programs for executive officers and other key personnel.
|
·
|
The Strategic Affairs Committee reviews, advises and consults with management regarding our risk management strategies, as well as potential significant acquisitions, divestitures, joint ventures, business combinations, restructuring and other strategic initiatives, and issues that require independent arms-length decisions.
|
·
|
The Nominating and Corporate Governance Committee oversees corporate governance risks, including matters relating to the composition and organization of the Board and recommends to the Board how its effectiveness can be improved by changes in its composition and organization.
|
·
|
An annualized cash retainer of $55,000, paid in two semi-annual installments;
|
·
|
An additional $10,000 for service on each of the Compensation, Strategic Affairs, or Audit Committees;
|
·
|
An additional $5,000 for service on the Nominating and Corporate Governance Committee;
|
·
|
An additional $5,000 for each Committee chair; and
|
·
|
On the first stock trading day of each year, an annual grant of 10,000 RSUs vesting in 3 years or ratably upon earlier cessation of service.
|
Name
|
Fees Earned and Paid in Cash
|
Stock Awards
(1)
|
Total
|
|||||||||
Dr. Abraham Ludomirski
|
$
|
75,000
|
$
|
93,300
|
$
|
168,300
|
||||||
Frank Dieter Maier
|
$
|
80,000
|
$
|
93,300
|
$
|
173,300
|
||||||
Wayne M. Rogers
|
$
|
85,000
|
$
|
93,300
|
$
|
178,300
|
||||||
Ronald Ruzic
|
$
|
70,000
|
$
|
93,300
|
$
|
163,300
|
||||||
Ziv Shoshani
|
$
|
65,000
|
$
|
93,300
|
$
|
158,300
|
||||||
Thomas C. Wertheimer
|
$
|
90,000
|
$
|
93,300
|
$
|
183,300
|
||||||
Ruta Zandman
|
$
|
192,500
|
$
|
93,300
|
$
|
285,800
|
(1)
|
Amounts represent the fair value of the RSUs granted, determined in accordance with FASB ASC Topic 718 in the year of grant and the assumptions set forth in Note 12 of our consolidated financial statements on Form 10-K filed on February 20, 2013. The grant-date fair value is recognized for accounting purposes over the respective vesting periods.
|
Name
|
Age
|
Director Since
|
Term Expiring
|
|||
|
|
|
|
|
|
|
Nominees for Election as
Class I Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Gerald Paul
|
|
64
|
|
1993
|
|
2016
|
Frank Dieter Maier
|
|
75
|
|
2010
|
|
2016
|
Timothy V. Talbert
|
|
66
|
|
-
|
|
2016
|
Thomas C. Wertheimer
|
|
72
|
|
2004
|
|
2016
|
|
|
|
|
|
|
|
Class II Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Abraham Ludomirski
|
|
60
|
|
2003
|
|
2014
|
Wayne M. Rogers
|
|
80
|
|
2006
|
|
2014
|
Ronald Ruzic
|
|
74
|
|
2009
|
|
2014
|
|
|
|
|
|
|
|
Class III Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc Zandman
(1)(2)
|
|
51
|
|
2001
|
|
2015
|
Ziv Shoshani
(3)
|
|
46
|
|
2001
|
|
2015
|
Ruta Zandman
(3)
|
|
75
|
|
2001
|
|
2015
|
|
|
|
|
|
|
|
(1) | Executive Chairman of the Board. |
(2) | Marc Zandman is the son of the late Dr. Felix Zandman. |
(3) | Ruta Zandman is the wife of the late Dr. Felix Zandman. Ziv Shoshani is her nephew. |
|
2012
|
2011
|
||||||
|
|
|
||||||
Audit fees
|
$
|
4,800,000
|
$
|
4,600,000
|
||||
Audit-related fees
|
200,000
|
200,000
|
||||||
Tax fees
|
900,000
|
1,200,000
|
||||||
All other fees
|
100,000
|
100,000
|
||||||
Total fees
|
$
|
6,000,000
|
$
|
6,100,000
|
|
Common Stock
|
|
Class B Common Stock
|
|
|
||||||||
Name
|
Shares of Stock
|
Restricted Stock Units Scheduled to Vest within 60 days
|
Right to Acquire Ownership Under Options Exercisable within 60 days
|
Percent of Class
|
|
Shares of Stock
|
|
|
|
||||
Percent of Class
|
|
Voting Power
|
|||||||||||
Directors, Director Nominees, and Executive Officers
|
|
|
|
|
|
|
|
|
|
||||
Marc Zandman
|
34,493
|
1,841
|
27,619
|
*
|
|
8,001,600
(2)
|
66.0%
|
|
31.7%
|
||||
Lori Lipcaman
|
543
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
||||
Dr. Abraham Ludomirski
|
36,047
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
||||
Frank Dieter Maier
|
7,021
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
||||
Dr. Gerald Paul
|
171,493
|
10,312
|
77,334
|
*
|
|
-
|
-
|
|
*
|
||||
Wayne M. Rogers
|
56,389
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
||||
Ronald Ruzic
|
27,047
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
||||
Ziv Shoshani
|
8,251
|
-
|
-
|
*
|
|
8,000,100
(3)
|
66.0%
|
|
31.7%
|
||||
Timothy V. Talbert
|
|
500
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
|||
David Valletta
|
-
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
||||
Johan Vandoorn
|
2,800
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
||||
Thomas C. Wertheimer
|
12,447
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
||||
Dieter Wunderlich
|
-
|
-
|
-
|
*
|
|
-
|
-
|
|
*
|
||||
Ruta Zandman
|
272,267
(4)
|
-
|
-
|
*
|
|
10,849,383
(1)
|
89.4%
|
|
43.0%
|
||||
|
|
|
|
|
|
|
|
|
|
||||
All Directors, Director Nominees, and Executive Officers as a group (14 Persons)
(5)
|
629,298
|
12,153
|
104,953
|
*
|
|
10,850,883
|
89.5%
|
|
43.2%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Includes 8,000,100 shares of Class B common stock held in family trusts, of which Mrs. Zandman, Mr. Marc Zandman, and Ziv Shoshani are joint trustees and have shared voting power; 616,734 shares of Class B common stock held by the estate of Dr. Felix Zandman, of which Mrs. Zandman is the named executrix, and as such, exercises sole voting control; and 2,232,549 shares of Class B common stock that are subject to a voting agreement pursuant to which Mrs. Zandman, as Voting Representative, may direct the voting of such shares. |
(2) | Includes the same 8,000,100 shares of Class B common stock held in family trusts, of which Mrs. Zandman, Mr. Marc Zandman, and Ziv Shoshani are joint trustees and have shared voting power; 750 shares of Class B common stock directly owned by Mr. Marc Zandman; and 750 shares of Class B common stock owned by one of Mr. Marc Zandman's children. |
(3) | Includes the same 8,000,100 shares of Class B common stock held in family trusts, of which Mrs. Zandman, Mr. Marc Zandman, and Ziv Shoshani are joint trustees and have shared voting power. |
(4) | Includes 141,141 shares of common stock directly owned by Mrs. Zandman; and 131,126 shares of common stock held by the estate of Dr. Felix Zandman, of which Mrs. Zandman is the named executrix, and as such, exercises sole voting control. |
(5) | The address for all directors and officers is: c/o Vishay Intertechnology, Inc., 63 Lancaster Avenue, Malvern, PA 19355. |
(6) | Such shares are subject to a voting agreement pursuant to which Mrs. Ruta Zandman, as Voting Representative, may direct the voting of such shares, and are included in the 2,232,549 shares of Class B common stock reported as being beneficially owned by Mrs. Zandman in footnote 1. Ms. Ames has dispositive power of such shares. Ms. Ames is the record holder of 506,216 of these shares; the balance of the shares are held by trusts for the benefit of Ms. Ames's children and other family members. |
(7) | Based on information provided in a Schedule 13G filed on February 13, 2013 by LSV Asset Management. |
(8) | Based on information provided in a Schedule 13G filed on February 11, 2013 by BlackRock, Inc. |
(9) | Based on information provided in a Schedule 13G filed on February 4, 2013 by The Bank of New York Mellon Corporation. According to the Schedule 13G, The Bank of New York Mellon Corporation may be deemed to have sole power to vote or direct the vote with respect to 12,087,552 shares of common stock, and shared power to vote or direct the vote with respect to 1,080 shares; and sole power to dispose or direct the disposition with respect to 12,086,407 shares, and shared power to dispose or direct the disposition with respect to 1,140,535 shares. |
(10) | Based on information provided in a Schedule 13G filed on February 11, 2013 by Dimensional Fund Advisors, LP. According to the Schedule 13G, Dimensional Fund Advisors, LP may be deemed to have sole power to vote or direct the vote with respect to 9,051,597 shares of common stock; sole power to dispose or direct the disposition with respect to 9,181,137 shares. |
(11) | Based on information provided in a Schedule 13G filed on February 11, 2013 by The Vanguard Group, Inc. According to the Schedule 13G, The Vanguard Group, Inc. may be deemed to have sole power to vote or direct the vote with respect to 95,841 shares of common stock; and sole power to dispose or direct the disposition with respect to 6,896,864 shares, and shared power to dispose or direct the disposition with respect to 87,841 shares. |
(12) | Based on information provided in a Schedule 13G filed on January 24, 2013 by Royce & Associates, LLC. |
(13) | Based on information provided in a Schedule 13G filed on February 12, 2013 by Barrow, Hanley, Mewhinney & Strauss, LLC. According to the Schedule 13G, Barrow, Hanley, Mewhinney & Strauss, LLC may be deemed to have sole power to vote or direct the vote with respect to 3,567,506 shares of common stock, and shared power to vote or direct the vote with respect to 3,270,380 shares; and sole power to dispose or direct the disposition with respect to 6,837,886 shares. |
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Marc Zandman*
|
|
51
|
|
Executive Chairman of the Board, Chief Business Development Officer, President – Vishay Israel Ltd.
|
Dr. Gerald Paul*
|
|
64
|
|
Chief Executive Officer, President and Director
|
Lori Lipcaman
|
|
55
|
|
Executive Vice President and Chief Financial Officer
|
Dieter Wunderlich
|
|
60
|
|
Executive Vice President and Chief Operating Officer
|
Johan Vandoorn
|
|
56
|
|
Executive Vice President and Chief Technical Officer
|
David Valletta
|
|
52
|
|
Executive Vice President - Worldwide Sales
|
*
|
Biography is provided with the Board of Directors biographies in Proposal One
|
·
|
Minimum base salary levels are fixed in amount;
|
·
|
Annual cash bonuses for executive officers are capped; while annual cash bonuses focus on the achievement of short-term or annual goals and short-term goals may encourage risk-taking, the Committee considers the other compensation arrangements which appropriately balance risk and the desire to focus on short-term goals;
|
·
|
A meaningful portion of total compensation (for example, the annual contributions into the non-qualified deferred compensation plan) is deferred until retirement or termination of employment;
|
·
|
A significant portion of our RSUs carry both service and performance conditions which are tied to operating results over a three-year period; and
|
·
|
Compensation of certain executives is, in part, in the form of phantom stock units for which the stock is only received upon retirement or termination of employment, thus providing an incentive for the creation of long-term stockholder value. The value of these phantom stock units is at risk if our stock price declines.
|
|
•
|
ADC Telecommunications
(1)
|
•
|
International Rectifier Corporation
|
|
•
|
Amphenol Corp.
|
•
|
MEMC Electronic Materials
|
|
•
|
Analog Devices
|
•
|
Molex
|
|
•
|
AVX
|
•
|
ON Semiconductor
|
|
•
|
Fairchild Semiconductor
|
•
|
Xilinix
|
|
|
|
|
|
|
(1)
|
Acquired by TE Connectivity in December 2010.
|
|
|
|
Years ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
GAAP net earnings attributable to Vishay stockholders
|
$
|
122,738
|
$
|
238,821
|
$
|
359,106
|
||||||
|
||||||||||||
Reconciling items affecting operating margin:
|
||||||||||||
Gain on sale of property
|
$
|
(12,153
|
)
|
$
|
-
|
$
|
-
|
|||||
Executive compensation charges
|
-
|
5,762
|
-
|
|||||||||
|
||||||||||||
Reconciling items affecting tax expense (benefit):
|
||||||||||||
Tax effects of items above and other one-time tax expense (benefit)
|
$
|
95
|
$
|
1,383
|
$
|
(59,484
|
)
|
|||||
|
||||||||||||
Adjusted net earnings
|
$
|
110,680
|
$
|
245,966
|
$
|
299,622
|
||||||
|
||||||||||||
Adjusted weighted average diluted shares outstanding
|
155,844
|
168,514
|
190,227
|
|||||||||
Adjusted earnings per diluted share
|
$
|
0.71
|
$
|
1.46
|
$
|
1.58
|
|
Years ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Net cash provided by continuing operating activities
|
$
|
287,489
|
$
|
376,037
|
$
|
545,264
|
||||||
Proceeds from sale of property and equipment
|
10,241
|
2,162
|
1,188
|
|||||||||
Less: Capital expenditures
|
(150,291
|
)
|
(168,641
|
)
|
(145,413
|
)
|
||||||
Free cash
|
$
|
147,439
|
$
|
209,558
|
$
|
401,039
|
·
|
third party net sales;
|
·
|
variable margin;
|
·
|
gross margin;
|
·
|
adjusted operating margin;
|
·
|
adjusted net earnings; and
|
·
|
free cash.
|
|
Years ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
GAAP operating margin
|
$
|
189,201
|
$
|
346,601
|
$
|
417,938
|
||||||
|
||||||||||||
Reconciling items affecting operating margin:
|
||||||||||||
Gain on sale of property
|
$
|
(12,153
|
)
|
$
|
-
|
$
|
-
|
|||||
Executive compensation charges
|
-
|
5,762
|
-
|
|||||||||
|
||||||||||||
Adjusted operating margin
|
$
|
177,048
|
$
|
352,363
|
$
|
417,938
|
Name
|
LTI Value
|
Marc Zandman
|
125% of base salary
|
Dr. Gerald Paul
|
150% of base salary
|
Lori Lipcaman
|
25% of base salary
|
Dieter Wunderlich
|
35% of base salary
|
Johan Vandoorn
|
25% of base salary
|
David Valletta
|
25% of base salary
|
·
|
base salary;
|
·
|
cash performance-based bonuses;
|
·
|
equity-based compensation;
|
·
|
retirement benefits; and
|
·
|
perquisites and other personal benefits.
|
(1)
|
Paid in new Israeli shekels (ILS).
|
(2)
|
Paid in euro.
|
·
|
Target of 12% up to a maximum of 20%, based on Company performance, measured based on the achievement of budgeted adjusted net earnings;
|
·
|
Target (and maximum) of 10%, based on Company performance, measured based on the achievement of budgeted free cash;
|
·
|
Target (and maximum) of 5% based on the achievement of budgeted fixed costs in Ms. Lipcaman's areas of responsibility;
|
·
|
Target (and maximum) of 5% based on the achievement of the budgeted tax rate; and
|
·
|
Target (and maximum) of 10% for achievement of personal objectives.
|
·
|
Target of 15% up to a maximum of 25%, based on Company performance, measured based on the achievement of budgeted adjusted operating margin;
|
·
|
Target (and maximum) of 15%, based on Company performance, measured based on the achievement of budgeted free cash;
|
·
|
Target (and maximum) of 15% based on the achievement of budgeted variable margin percentage;
|
·
|
Target (and maximum) of 10% based on the achievement of budgeted fixed costs in Mr. Wunderlich's areas of responsibility; and
|
·
|
Target (and maximum) of 10% for achievement of personal objectives.
|
·
|
Target (and maximum) of 15% based on the achievement of budgeted variable margin for defined projects with new products;
|
·
|
Target (and maximum) of 10% based on the achievement of budgeted third party net sales for defined projects with new products;
|
·
|
Target of 6% up to a maximum of 10%, based on Company performance, measured based on the achievement of budgeted adjusted operating margin;
|
·
|
Target (and maximum) of 10%, based on Company performance, based on the achievement of budgeted free cash;
|
·
|
Target (and maximum) of 5% based on the achievement of budgeted fixed costs in Mr. Vandoorn's areas of responsibility; and
|
·
|
Target (and maximum) of 10% for achievement of personal objectives.
|
·
|
Target of 5% up to a maximum of 15%, based on Company performance, measured based on achievement of budgeted third party net sales;
|
·
|
Target (and maximum) of 12.5%, based on Company performance, measured based on the standard variable margin on actual sales;
|
·
|
Target (and maximum) of 10%, based on Company performance, measured based on the achievement of budgeted free cash;
|
·
|
Target of 6% up to a maximum of 10%, based on Company performance, measured based on the achievement of budgeted adjusted operating margin;
|
·
|
Target (and maximum) of 5% based on the achievement of budgeted fixed costs in Mr. Valletta's areas of responsibility; and
|
·
|
Target (and maximum) of 7.5% for achievement of personal objectives.
|
Name
|
Time-vested
RSUs |
PBRSUs
|
Total
|
|||||||||
Marc Zandman
|
29,066
|
87,200
|
116,266
|
|||||||||
Dr. Gerald Paul
|
48,100
|
144,300
|
192,400
|
|||||||||
Lori Lipcaman
|
3,143
|
9,429
|
12,572
|
|||||||||
Dieter Wunderlich
|
5,077
|
15,231
|
20,308
|
|||||||||
Johan Vandoorn
|
3,530
|
10,589
|
14,119
|
|||||||||
David Valletta
|
2,955
|
8,864
|
11,819
|
·
|
advanced training fund, 7.5% of base salary
|
·
|
severance fund, 8.33% of base salary
|
·
|
disability insurance, 2.5% of base salary
|
·
|
pension fund, 5% of base salary
|
|
|
|
|
|
|
|
Change in
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
Pension
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
Value and
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
Non-Equity
|
Non-qualified
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
Options
|
Incentive
|
Deferred Comp.
|
All Other
|
|
||||||||||||||||||||||||
|
|
Salary
|
Bonus
|
Stock Awards
|
Awards
|
Plan Comp.
|
Earnings
|
Comp.
|
|
||||||||||||||||||||||||
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
(2)
|
|
(5) (6) (7)
|
|
(8)
|
|
Total
|
|||||||||||||||||
Name and Principal Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||||||||||||||||||
Marc Zandman
|
2012
|
$
|
775,089
|
$
|
-
|
$
|
1,544,156
|
$
|
-
|
$
|
1,106,800
|
$
|
387,954
|
$
|
365,047
|
$
|
4,179,046
|
||||||||||||||||
Executive Chairman of the Board, Chief
|
2011
|
729,486
|
-
|
886,752
|
-
|
1,300,195
|
1,861,287
|
524,014
|
5,301,734
|
||||||||||||||||||||||||
Business Development Officer, and
|
2010
|
499,481
|
500,000
|
531,150
|
-
|
764,400
|
2,210,239
|
344,081
|
4,849,351
|
||||||||||||||||||||||||
President - Vishay Israel Ltd.
|
|
||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
Dr. Gerald Paul
|
2012
|
1,064,321
|
-
|
2,524,762
|
-
|
1,383,500
|
-
|
939,161
|
5,911,744
|
||||||||||||||||||||||||
President and Chief Executive Officer
|
2011
|
1,153,119
|
-
|
2,035,367
|
-
|
2,767,118
|
1,053,298
|
146,223
|
7,155,125
|
||||||||||||||||||||||||
|
2010
|
998,920
|
500,000
|
2,247,705
|
-
|
2,996,220
|
7,161,413
|
143,980
|
14,048,238
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
Lori Lipcaman
(9)
|
2012
|
417,255
|
-
|
161,927
|
-
|
81,365
|
10,372
|
25,885
|
696,804
|
||||||||||||||||||||||||
Executive Vice President and
|
2011
|
404,640
|
-
|
117,073
|
-
|
102,142
|
57,851
|
17,278
|
698,984
|
||||||||||||||||||||||||
Chief Financial Officer
|
|
||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
Dieter Wunderlich
(10)
|
2012
|
481,448
|
-
|
261,567
|
-
|
156,466
|
43,340
|
21,000
|
963,821
|
||||||||||||||||||||||||
Executive Vice President and
|
2011
|
430,580
|
-
|
-
|
-
|
100,755
|
106,472
|
18,957
|
656,764
|
||||||||||||||||||||||||
Chief Operating Officer
|
|
||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
Johan Vandoorn
(11)
|
2012
|
468,610
|
-
|
181,853
|
-
|
114,338
|
-
|
132,858
|
897,659
|
||||||||||||||||||||||||
Executive Vice President and
|
2011
|
452,942
|
-
|
-
|
-
|
143,190
|
-
|
109,971
|
706,103
|
||||||||||||||||||||||||
Chief Technical Officer
|
|
||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
David Valletta
(12)
|
2012
|
425,000
|
-
|
152,229
|
-
|
104,125
|
65,527
|
22,278
|
769,159
|
||||||||||||||||||||||||
Executive Vice President - Worldwide Sales
|
2011
|
382,554
|
-
|
-
|
-
|
88,428
|
35,883
|
21,615
|
528,480
|
(1)
|
Column (c) reflects base salary earned during the respective years and, for Mr. Valletta, includes amounts deferred in accordance with the provisions of our 401(k) plan. The employment agreements for Dr. Paul, Messrs. Wunderlich and Vandoorn, and Ms. Lipcaman specify that their salaries be denominated and paid in euro. The employment agreement for Mr. Marc Zandman provides for his salary to be denominated and paid in Israeli shekels. The amounts presented have been converted into U.S. dollars at the weighted average exchange rate for the year.
|
(2)
|
Columns (d) and (g) reflect bonuses and non-equity incentive compensation earned by our executive officers during the respective years. The amount in column (d) in 2010 for Dr. Paul and Mr. Marc Zandman represent special transaction bonuses upon successful completion of the spin-off of VPG.
|
(3)
|
Column (e) represents the grant-date fair value of RSUs and PBRSUs granted in the respective years determined in accordance with FASB ASC Topic 718 in the year of grant and the assumptions set forth in Note 12 of our consolidated financial statements included in our Form 10-K filed on February 20, 2013. The grant-date fair value is recognized for accounting purposes over the vesting periods of the respective awards. At the grant date, the Company expected all performance-based vesting criteria to be achieved. Accordingly, Column (e) includes the grant-date fair value for these performance-based awards. The common stock underlying these awards is not received until the awards are vested, including performance conditions, and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized. The Company no longer expects the performance-based vesting criteria for the 2012 awards to be achieved. Column (e) also includes the grant-date fair value of 5,000 phantom stock units awarded annually to certain Named Executive Officers pursuant to the terms of their employment agreements. The common stock underlying these awards is not received until termination of employment, and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized.
|
(4)
|
Column (f) represents the grant-date fair value of stock options granted to the Named Executive Officers during the respective years. There were no stock options granted in the periods presented, although Mr. Marc Zandman and Dr. Paul have exercisable stock options outstanding, as summarized in the table "Outstanding Equity Awards at Fiscal Year End."
|
(5)
|
Column (h) reflects the change in the actuarial present value of the Named Executive Officer's pension and other post employment benefits under respective defined benefit retirement plans, from the plan measurement date used in preparing the prior year consolidated financial statements to the plan measurement date used in preparing the current year consolidated financial statements, determined using the same interest rate, mortality, and other actuarial assumptions used in our consolidated financial statements as set forth in Note 11 thereof. For Dr. Paul, conversion of his euro-denominated pension benefit into U.S. dollars had the impact of decreasing the amount by ($53,000) in 2010, increasing the amount by $92,000 in 2011, and decreasing the amount by ($171,000) in 2012. The effect of the conversion of Dr. Paul's euro-denominated pension benefit into U.S. dollars and other changes offset the $21,000 increase in the actuarial present value of the post employment medical arrangement and resulted in a net ($121,000) decrease in the actuarial present value of these benefits in 2012. See the "Pension Benefits" table for more information on the benefits payable to the Named Executive Officers under their respective pension plans.
|
(6)
|
In addition to the items described in note (5), column (h) includes certain termination benefits for Dr. Paul and Mr. Marc Zandman that resulted from amendments to their respective employment agreements on June 16, 2010. Per the amendment, Dr. Paul and Mr. Marc Zandman, after attaining the age of 62, would be entitled to the same payments and benefits upon normal retirement that would have been received if their respective employments were terminated by Vishay without cause or by the respective executive for good reason. The modifications of the employment agreements effectively represent a defined retirement benefit for the individuals. As these benefits represent new retirement benefits, the entire present value for these benefits of $7,053,250 for Dr. Paul and $2,199,442 for Mr. Marc Zandman is included in 2010 compensation. See "Pension and Retirement Benefits" beginning on page 49. Mr. Marc Zandman's increase in base salary upon his election to Executive Chairman resulted in a corresponding increase in the value of these benefits in 2011. The present value of Dr. Paul's termination benefits decreased by ($103,000) in 2012, primarily due to exchange rate changes for euro-denominated compensation components.
|
(7)
|
Dr. Paul and Mr. Marc Zandman also receive annual contributions to our non-qualified deferred compensation plan under which amounts deferred are credited with earnings based on the performance of notional investment options available under the plan. No portion of the earnings credited during 2012, 2011, or 2010 was "above market" or "preferential." Consequently, no deferred compensation plan earnings are included in the amounts reported in column (h). See the "Non-qualified Deferred Compensation" table for more information on the benefits payable under the non-qualified deferred compensation plan.
|
(8)
|
All other compensation includes amounts deposited on behalf of each Named Executive Officer into Vishay's non-qualified deferred compensation plan pursuant to the employment agreements with each Named Executive Officer, personal use of company car, Company contributions to 401(k) plans or other similar defined contribution plans outside of the United States, benefits generally available to employees in Israel, medical benefits in excess of normal group or government health insurance in country of residence, and other perquisites, as described below (asterisk denotes amounts paid in foreign currency and translated at average exchange rates for the year):
|
|
2012
|
2011
|
2010
|
|
|||||||||
Marc Zandman
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
Company contribution to non-qualified deferred compensation plan
|
||||||
34,542
|
28,000
|
20,322
|
Personal use of Company car*
|
||||||||||
179,362
|
167,741
|
186,544
|
Israeli employment benefits*
|
||||||||||
|
51,143
|
51,484
|
37,215
|
Medical and prescription drug insurance premiums (Blue Cross / Blue Shield)
|
|||||||||
|
-
|
176,789
|
-
|
Tax reimbursement related to medical benefits
|
|||||||||
|
$
|
365,047
|
$
|
524,014
|
$
|
344,081
|
Total
|
||||||
|
|
||||||||||||
Dr. Gerald Paul
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
Company contribution to non-qualified deferred compensation plan
|
||||||
39,346
|
41,700
|
39,800
|
Personal use of Company car*
|
||||||||||
|
14,815
|
4,523
|
4,180
|
Company-paid medical costs*
|
|||||||||
|
785,000
|
-
|
-
|
Settlement of payroll tax audit*
|
|||||||||
|
$
|
939,161
|
$
|
146,223
|
$
|
143,980
|
Total
|
||||||
|
|
||||||||||||
Lori Lipcaman
|
$
|
12,510
|
$
|
13,554
|
$
|
-
|
Personal use of Company car*
|
||||||
|
13,375
|
3,724
|
-
|
Company-paid medical costs*
|
|||||||||
|
$
|
25,885
|
$
|
17,278
|
$
|
-
|
Total
|
||||||
|
|
||||||||||||
Dieter Wunderlich
|
$
|
6,003
|
$
|
14,434
|
$
|
-
|
Personal use of Company car*
|
||||||
|
14,997
|
4,523
|
-
|
Company-paid medical costs*
|
|||||||||
|
$
|
21,000
|
$
|
18,957
|
$
|
-
|
Total
|
||||||
|
|
||||||||||||
Johan Vandoorn
|
$
|
14,426
|
$
|
3,491
|
$
|
-
|
Personal use of Company car*
|
||||||
|
113,707
|
101,327
|
-
|
Contribution to defined contribution retirement plan and related life insurance*
|
|||||||||
|
103
|
145
|
-
|
Company-paid medical costs*
|
|||||||||
|
4,622
|
5,008
|
-
|
Allowances*
|
|||||||||
|
$
|
132,858
|
$
|
109,971
|
$
|
-
|
Total
|
||||||
|
|
||||||||||||
David Valletta
|
$
|
10,000
|
$
|
9,772
|
$
|
-
|
Company contribution to non-qualified deferred compensation plan
|
||||||
|
1,363
|
1,189
|
-
|
Personal use of Company car
|
|||||||||
|
9,673
|
9,412
|
-
|
Company match to 401(k) plan
|
|||||||||
|
1,242
|
1,242
|
-
|
Group Term Life imputed income
|
|||||||||
|
$
|
22,278
|
$
|
21,615
|
$
|
-
|
Total
|
(9)
|
Lori Lipcaman was appointed Executive Vice President and Chief Financial Officer on September 1, 2011. Amounts presented for 2011 include amounts earned in her previous position as Executive Vice President and Chief Accounting Officer.
|
(10)
|
Dieter Wunderlich was appointed Executive Vice President and Chief Operating Officer on August 1, 2011. Amounts presented for 2011 include amounts earned in his previous position as Executive Vice President – Semiconductors.
|
(11)
|
Johan Vandoorn was appointed Executive Vice President and Chief Technical Officer on August 1, 2011. Amounts presented for 2011 include amounts earned in his previous position as Executive Vice President – Passive Components.
|
(12)
|
David Valletta was designated an executive officer in 2011.
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
|
Equity Incentive Plan Awards: Number of Shares of Stock or Units
|
|
All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
|
Grant Date Fair Value of Stock and Option Awards
|
||||||||||||||
|
|
|||||||||||||||||||
|
|
|
|
(1)
|
|
(1)
|
|
(2)
|
(3)
|
|||||||||||
|
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|||
Name
|
|
Grant Date
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
($)
|
||||
M. Zandman
|
|
1/2/2012
|
|
-
|
|
2,262,000
|
|
2,325,267
|
|
-
|
|
-
|
|
-
|
|
5,000
|
|
|
|
46,650
|
|
|
2/21/2012
|
-
|
|
-
|
|
-
|
|
-
|
87,200
|
|
87,200
|
|
29,066
|
|
|
1,497,506
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Paul
|
|
1/2/2012
|
-
|
|
2,827,500
|
|
3,192,963
|
|
-
|
-
|
|
-
|
|
5,000
|
|
|
|
46,650
|
||
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
144,300
|
|
144,300
|
|
48,100
|
|
|
|
2,478,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L. Lipcaman
|
|
1/2/2012
|
|
-
|
|
175,247
|
|
208,628
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
9,429
|
|
9,429
|
|
3,143
|
|
|
|
161,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Wunderlich
|
|
1/2/2012
|
|
-
|
|
312,941
|
|
361,086
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
15,231
|
|
15,231
|
|
5,077
|
|
|
|
261,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Vandoorn
|
|
1/2/2012
|
|
-
|
|
262,422
|
|
281,166
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
10,589
|
|
10,589
|
|
3,530
|
|
|
|
181,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Valletta
|
|
1/2/2012
|
|
-
|
|
195,500
|
|
255,000
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8,864
|
|
8,864
|
|
2,955
|
|
|
|
152,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Included in this column are awards of phantom stock granted to Dr. Paul and Mr. Marc Zandman and annual awards of RSUs granted pursuant to the respective employment agreements of the Named Executive Officers.
|
(3)
|
Amounts in this column include:
|
·
|
the grant-date fair value of the RSUs. The amount is calculated using the closing price of Vishay stock on the date of grant of $12.88 for the February 21, 2012 grants. The common stock underlying these awards is not received until the awards are vested, including performance conditions, and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized.
|
·
|
the grant-date fair value of 5,000 phantom stock units awarded annually to certain executive officers pursuant to the terms of their employment agreements. The amount is calculated using the closing price of Vishay stock on the grant date of $9.33. The common stock underlying these awards is not received until termination of employment, and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized.
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||
Name
|
|
Grant Date
(1)(2)(3)(4)(5)(6)
|
|
Number of Securities Underlying Unexercised Options (#) Exerciseable
(7)
|
|
Number of Securities Underlying Unexercised Options (#) Unexerciseable
(7)
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
Option Exercise Price ($)
(7)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
(7)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
(8) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
(7)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc Zandman
|
|
2/27/2007
|
|
23,016
|
|
4,603
|
|
-
|
|
12.90
|
|
2/27/2017
|
|
-
|
|
-
|
-
|
|
-
|
|
4/23/2009
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,841
|
|
19,570
|
-
|
|
-
|
|
|
|
3/18/2010
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
12,152
|
|
129,176
|
37,562
|
|
399,284
|
|
|
2/28/2011
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
9,452
|
|
100,475
|
28,355
|
|
301,414
|
|
|
8/17/2011
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,480
|
|
36,992
|
10,440
|
|
110,977
|
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
29,066
|
|
308,972
|
87,200
|
|
926,936
|
Total
|
|
|
23,016
|
|
4,603
|
|
-
|
|
|
|
|
|
55,991
|
|
595,184
|
163,557
|
|
1,738,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Gerald Paul
|
|
5/22/2007
|
51,556
|
|
25,778
|
|
-
|
|
16.29
|
|
5/22/2017
|
|
-
|
|
-
|
-
|
|
-
|
|
|
5/28/2008
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
10,312
|
|
109,617
|
-
|
|
-
|
||
|
|
3/18/2010
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
94,458
|
|
1,004,089
|
130,364
|
|
1,385,769
|
|
|
2/28/2011
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
28,101
|
|
298,714
|
84,304
|
|
896,152
|
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
48,100
|
|
511,303
|
144,300
|
|
1,533,909
|
Total
|
|
|
51,556
|
|
25,778
|
|
-
|
|
-
|
|
-
|
|
180,971
|
|
1,923,722
|
358,968
|
|
3,815,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lori Lipcaman
|
|
8/17/2011
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,661
|
|
28,286
|
7,982
|
|
84,849
|
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,143
|
|
33,410
|
9,429
|
|
100,230
|
Total
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5,804
|
|
61,697
|
17,411
|
|
185,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dieter Wunderlich
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5,077
|
|
53,969
|
15,231
|
|
161,906
|
Total
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5,077
|
|
53,969
|
15,231
|
|
161,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Johan Vandoorn
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,530
|
|
37,524
|
10,589
|
|
112,561
|
Total
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,530
|
|
37,524
|
10,589
|
|
112,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Valletta
|
|
2/21/2012
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,955
|
|
31,412
|
8,864
|
|
94,224
|
Total
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,955
|
|
31,412
|
8,864
|
|
94,224
|
(1)
|
Options vest in six equal annual installments beginning on the first anniversary of the date of grant.
|
(2)
|
RSUs granted on May 28, 2008 vest in six equal installments beginning on the grant date.
|
(3)
|
RSUs granted on April 23, 2009 vest in six equal installments, beginning on the grant date and then in five consecutive annual installments beginning on May 28, 2009.
|
(4)
|
RSUs granted March 18, 2010 and December 10, 2010 cliff-vest on January 1, 2013. Some of the RSUs include performance-based vesting criteria which also must be met as represented in the column entitled "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested." The performance-based vesting criteria were met and these RSUs vested upon certification of achievement by the Compensation Committee on February 19, 2013.
|
(5)
|
RSUs granted February 28, 2011 and August 17, 2011 cliff-vest on January 1, 2014. Some of the RSUs include performance-based vesting criteria which also must be met as represented in the column entitled "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested."
|
(6)
|
RSUs granted February 21, 2012 cliff-vest on January 1, 2015. Some of the RSUs include performance-based vesting criteria which also must be met as represented in the column entitled "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested."
|
(7)
|
For awards granted before July 6, 2010, the number of stock options and RSUs and exercise prices were adjusted for the VPG spin-off effective July 6, 2010.
|
(8)
|
Based on the closing price of Vishay common stock on December 31, 2012 of $10.63.
|
Option Awards
|
Stock Awards
|
|||||||||||
|
|
Number of Shares Acquired on Exercise
|
|
Value Realized on Exercise
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting
|
||||
Name
|
(#)
|
($)
|
|
(#)
|
($)
|
|||||||
(a)
|
(b)
|
(c)
|
|
(d)
|
(e)
|
|||||||
Marc Zandman
|
|
|
-
|
|
|
-
|
|
|
1,841
|
|
|
19,110
|
Dr. Gerald Paul
|
-
|
|
|
-
|
10,310
|
107,018
|
Name
(a)
|
|
Plan Name
(b)
|
|
Number of Years Credited Service
(#)
(c)
|
|
Present Value of Accumulated Benefit
(1)
($)
(d)
|
|
Payments During Last Fiscal Year
($)
(e)
|
|
Marc Zandman
|
|
Individual contractual post-employment medical arrangement
|
|
n/a
|
|
127,632
|
|
—
|
|
|
|
Individual contractual termination benefits
(3)
|
|
n/a
|
|
4,397,155
|
|
—
|
|
Dr. Gerald Paul
(2)
|
|
Vishay Europe GmbH Pension Plan and individual contractual arrangement
|
|
n/a
|
|
2,072,282
|
|
—
|
|
|
|
Individual contractual post-employment medical arrangement
|
|
n/a
|
|
240,300
|
|
—
|
|
|
|
Individual contractual termination benefits
(3)
|
|
n/a
|
|
7,666,430
|
|
—
|
|
Lori Lipcaman
(2)
|
|
Vishay Europe GmbH Pension Plan
|
|
23
|
|
415,896
|
|
—
|
|
Dieter Wunderlich
(2)
|
|
Vishay Europe GmbH Pension Plan
|
|
37
|
|
611,253
|
|
—
|
|
David Valletta
|
|
Vishay Retirement Plan
|
|
8
|
|
69,171
|
|
—
|
|
|
|
Vishay Non-qualified Retirement Plan
|
|
5
|
|
234,006
|
|
—
|
|
(1)
|
These amounts have been calculated using interest rate, mortality, and other actuarial assumptions consistent with those used for financial reporting purposes set forth in Note 11 to Vishay's consolidated financial statements included in our 2012 Annual Report on Form 10-K.
|
(2)
|
Dr. Paul's, Ms. Lipcaman's, and Mr. Wunderlich's benefits are denominated in euro. The dollar amount shown in the table is based on the weighted average conversion rate for 2012.
|
(3)
|
These termination benefits are payable upon normal retirement and accordingly the present value is included in this table. See "Potential Payments Upon Termination or a Change in Control."
|
Name
(a)
|
|
Executive Contributions in Last Fiscal Year
($)
(b)
|
|
Registrant Contributions in Last Fiscal Year (1)
($)
(c)
|
|
Aggregate Earnings in Last Fiscal Year
($)
(d)
|
|
Aggregate Withdrawals/ Distributions
($)
(e)
|
|
Aggregate Balance at Last Fiscal Year End
($)
(f)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marc Zandman
|
|
|
—
|
|
|
100,000
|
|
|
113,766
|
|
|
—
|
|
|
1,122,824
|
|
Dr. Gerald Paul
|
|
|
—
|
|
|
100,000
|
|
|
242
|
|
|
—
|
|
|
960,669
|
|
David Valletta
|
|
|
21,250
|
|
|
10,000
|
|
|
41,019
|
|
|
—
|
|
|
321,644
|
|
(1)
|
These amounts are included in column (i) of the "Summary Compensation Table" as a component of "All Other Compensation." No portion of the earnings credited during 2012 was "above market" or "preferential." Accordingly, no amounts related to earnings on deferred compensation have been included in the "Summary Compensation Table."
|
·
|
salary continuation for three years, payable over three years;
|
·
|
5,000 shares of common stock annually for three years. Because these shares are granted after termination of employment, actual shares – rather than phantom stock units – are granted;
|
·
|
bonus for the year of termination;
|
·
|
$1,500,000 lump sum cash payment. This payment replaces the annual deferred compensation credits and the annual bonus for the 3-year severance period;
|
·
|
lifetime continuation of executive's life insurance benefit; and
|
·
|
continuation of executive's medical benefit for a maximum of three years if the termination occurs before attaining age 62 and lifetime continuation up to $15,000 annual premium value if the termination occurs after attaining age 62.
|
|
Salary cont.
|
Bonus
|
Stock options
|
Stock grants
|
Lump sum termination payment
|
Pension
|
Life insurance /Medical benefit
|
Non-qualified deferred compensation
|
||||||||||||||||||||||||
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)(5)
|
|
|
(6)
|
|
(6)
|
|
(7)
|
|
|||||||||||||||||
Marc Zandman
|
$
|
2,325,267
|
$
|
1,106,800
|
$
|
-
|
$
|
2,493,245
|
$
|
1,500,000
|
$
|
-
|
$
|
127,632
|
$
|
1,122,824
|
||||||||||||||||
Dr. Gerald Paul
|
3,192,963
|
1,383,500
|
-
|
5,899,002
|
1,500,000
|
2,072,282
|
240,300
|
960,669
|
||||||||||||||||||||||||
L. Lipcaman
|
1,251,765
|
-
|
-
|
246,775
|
-
|
415,896
|
-
|
-
|
||||||||||||||||||||||||
D. Wunderlich
|
1,444,344
|
-
|
-
|
215,874
|
-
|
611,253
|
-
|
-
|
||||||||||||||||||||||||
J. Vandoorn
|
1,405,830
|
-
|
-
|
150,085
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
D. Valletta
|
1,275,000
|
-
|
-
|
125,636
|
-
|
303,177
|
-
|
321,644
|
(1)
|
Equals 3 times U.S. dollar value of the salary at December 31, 2012, paid over three years.
|
(2)
|
Consists of bonus and non-equity incentive plan compensation for 2012 as reflected in the "Summary Compensation Table."
|
(3)
|
Equals the value of "in the money" options held at December 31, 2012.
|
(4)
|
For Mr. Marc Zandman and Dr. Gerald Paul, includes 15,000 shares, multiplied by $10.63, which was the closing price of Vishay's common stock on December 31, 2012. The shares are to be paid out over three years.
|
(5)
|
Includes the value of RSUs outstanding as of December 31, 2012, and assumes all performance criteria will be met.
|
(6)
|
Present value of accumulated benefit reflected in the "Pension Benefits" table, paid annually until death, exclusive of contractual termination payments for Dr. Paul and Mr. Marc Zandman.
|
(7)
|
Aggregate balance at year end as reflected in the "Non-qualified Deferred Compensation" table.
|
Name
|
|
1998 Program
|
|
2007 Program
|
|
Total
|
|
|
|
|
|
|
|
Marc Zandman
|
|
25,000
|
|
2,619
|
|
27,619
|
Dr. Gerald Paul
|
|
70,000
|
|
7,334
|
|
77,334
|
Name
|
|
Unvested Time-vested RSUs
|
|
Unvested PBRSUs
|
Marc Zandman
|
|
55,991
|
|
163,557
|
Dr. Gerald Paul
|
|
180,971
|
|
358,968
|
Lori Lipcaman
|
|
5,804
|
|
17,411
|
Dieter Wunderlich
|
|
5,077
|
|
15,231
|
Johan Vandoorn
|
|
3,530
|
|
10,589
|
David Valletta
|
|
2,955
|
|
8,864
|
|
||||||||
Name
|
Phantom Stock Units
|
Value
|
||||||
|
|
|
||||||
Marc Zandman
|
48,667
|
$
|
517,330
|
|||||
Dr. Gerald Paul
|
48,667
|
$
|
517,330
|
|||||
|
Name
|
2013 Base Salary
(1)
|
Marc Zandman
|
ILS 3,079,601 (approximately $800,000)
(2)
|
Dr. Gerald Paul
|
€853,870 (approximately $1,090,000)
(3)
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Lori Lipcaman
|
€334,750 (approximately $430,000)
(3)
|
Dieter Wunderlich
|
€386,250 (approximately $500,000)
(3)
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Johan Vandoorn
|
€375,950 (approximately $480,000)
(3)
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David Valletta
|
$437,750
|
(1)
|
The amounts shown have been converted into U.S. dollars at the weighted average exchange rate for 2012.
|
(2)
|
Paid in new Israeli shekels (ILS).
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(3)
|
Paid in euro.
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Name
|
|
LTI Value
|
Marc Zandman
|
|
125% of base salary
|
Dr. Gerald Paul
|
|
150% of base salary
|
Lori Lipcaman
|
|
25% of base salary
|
Dieter Wunderlich
|
|
35% of base salary
|
Johan Vandoorn
|
|
25% of base salary
|
David Valletta
|
|
25% of base salary
|
Name
|
|
Time-vested
RSUs |
|
PBRSUs
|
|
Total
|
Marc Zandman
|
|
23,470
|
|
70,409
|
|
93,879
|
Dr. Gerald Paul
|
|
38,673
|
|
116,019
|
|
154,692
|
Lori Lipcaman
|
|
2,527
|
|
7,581
|
|
10,108
|
Dieter Wunderlich
|
|
4,082
|
|
12,246
|
|
16,328
|
Johan Vandoorn
|
|
2,838
|
|
8,514
|
|
11,352
|
David Valletta
|
|
2,574
|
|
7,721
|
|
10,295
|
|
Number of Shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of shares of Common Stock remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column)
|
|||||||||
Equity compensation plans approved by stockholders
(1)
|
|
|
|
|||||||||
1998 Stock Option Program
|
99,000
|
$
|
15.25
|
-
|
||||||||
|
||||||||||||
2007 Stock Incentive Program
(2)
|
||||||||||||
Stock options
(3)
|
10,000
|
$
|
15.25
|
(2) |
|
|||||||
Restricted Stock Units
(4)
|
1,316,000
|
n/a
|
|
(2) |
|
|||||||
Total 2007 Stock Incentive Program
|
1,326,000
|
1,140,000
|
||||||||||
|
||||||||||||
Senior Executive Phantom Stock Plan
(5)
|
97,000
|
n/a
|
|
85,000
|
||||||||
|
||||||||||||
Total approved by stockholders
|
1,522,000
|
1,225,000
|
||||||||||
|
||||||||||||
Equity compensation plans not approved by stockholders
|
-
|
-
|
||||||||||
Total equity compensation plans
|
1,522,000
|
1,225,000
|
(1)
|
Additional information about these plans is presented in Note 12 to the Company's consolidated financial statements, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.
|
(2)
|
The 2007 Program provides for the grant of stock options, restricted stock, unrestricted stock, and RSUs (including PBRSUs). Therefore the shares available for future issuance are presented only in total for the program.
|
(3)
|
Includes adjustments made to all option awards as a consequence of the spin-off of VPG.
|
(4)
|
Each RSU entitles the recipient to receive a share of Vishay common stock. In the event of voluntary termination by the executive (without "good reason") or termination for cause, the executive's outstanding RSUs (including PBRSUs) will be forfeited. In the event of: (i) the termination of the executive's employment by the Company without cause, by the executive for "good reason", or as a result of death or disability the executive's outstanding time-vested RSUs shall immediately vest and the outstanding PBRSUs shall vest on their normal vesting date to the extent applicable performance criteria are realized; or (ii) a change of control of Vishay, all of such executive's outstanding RSUs shall immediately vest. Because these awards have no exercise price, there is no calculation of weighted average exercise price.
|
(5)
|
The Senior Executive Phantom Stock Plan provides for the granting of phantom stock units to individuals whose employment arrangements with the Company provide for such grants. Each phantom stock unit entitles the recipient to receive a share of Vishay common stock at the individual's termination of employment or any other future date specified in the employment agreement. Because these awards have no exercise price, there is no calculation of the weighted average exercise price.
|
·
|
Share recycling on options was eliminated, such that after the date of the amendment and restatement (i) upon exercise of an option, regardless of how the exercise price is paid, the total gross number of option shares exercised will no longer be available for future issuance and (ii) shares withheld to pay income taxes in connection with the exercise of an option will also no longer be available for future issuance.
|
·
|
Generally, re-pricing and cash repurchases of options were restricted without the prior approval of stockholders.
|
|
|
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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VISHAY INTERTECHNOLOGY, INC.
59 MAIDEN LANE
NEW YORK, NY 10038
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M33144-P07366
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KEEP THIS PORTION FOR YOUR RECORDS
|
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
|
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VISHAY INTERTECHNOLOGY, INC.
|
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2013 Annual Meeting of Stockholders
|
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The undersigned hereby appoints Marc Zandman, Dr. Gerald Paul, and Lori Lipcaman, and each of them acting individually, with full power of substitution, to vote all shares of common stock and Class B common stock of Vishay Intertechnology, Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Vishay Intertechnology, Inc. to be held at Vishay Intertechnology, Inc. World Headquarters, 63 Lancaster Avenue, Malvern, PA 19355, at 9:30 a.m., local time, on Thursday, May 23, 2013, and at any adjournment thereof, hereby ratifying all that said proxies or their substitutes may do by virtue hereof, and the undersigned authorizes and instructs said proxies to vote as indicated on the reverse side:
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PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
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Address Changes/Comments :
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
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(Continued and to be dated and signed on the other side.)
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