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Date of Report (Date of earliest event reported)
May 20, 2014
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Vishay Intertechnology, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-7416
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38-1686453
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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63 Lancaster Avenue
Malvern, PA 19355-2143
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19355-2143
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(Address of Principal Executive Offices)
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Zip Code
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Registrant's telephone number, including area code 610-644-1300
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(Former name or former address, if changed since last report.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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·
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increase the number of shares available for issuance under the Plan from 3.0 million shares to 6.5 million shares;
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·
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merge Vishay's Existing Senior Executive Phantom Stock Plan with and into the Plan and provide for the future issuance of phantom stock units under the Plan;
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·
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extend the term of the Plan to the tenth anniversary of the Company's 2014 Annual Meeting of Stockholders;
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·
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clarify that shares underlying forfeited awards will return to the pool of shares that is available for future issuance under the Plan;
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·
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expand authorization of the issuance of awards in the form of stock appreciation rights to eligible employees resident in the United States;
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·
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clarify that the Compensation Committee will make equitable adjustments to all forms of Award issued under the Plan in connection with a stock dividend, stock split or other change in capitalization as provided in the Plan; and
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·
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authorize the automatic exercise of any expiring in-the-money stock options with an expiration date after the effective date of the amendment and restatement of the Plan, including on a retroactive basis with respect to any stock option that was granted before the effective date of the amended and restated Plan and that remains outstanding and unexercised after the effective date.
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For
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Withheld
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Broker Non-Votes
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|||||||||
Dr. Abraham Ludomirski
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||||||||||
Common stock
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77,733,470
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35,712,953
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12,684,944
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|||||||||
Class B common stock
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11,939,517
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18,021
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1,012
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|||||||||
Total voting power
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197,128,640
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35,893,163
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12,695,064
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|||||||||
Wayne Rogers
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||||||||||||
Common stock
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77,334,175
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36,112,248
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12,684,944
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Class B common stock
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11,939,517
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18,021
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1,012
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|||||||||
Total voting power
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196,729,345
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36,292,458
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12,695,064
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|||||||||
Ronald Ruzic
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||||||||||||
Common stock
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105,388,467
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8,057,956
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12,684,944
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|||||||||
Class B common stock
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11,939,517
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18,021
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1,012
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|||||||||
Total voting power
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224,783,637
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8,238,166
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12,695,064
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|||||||||
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For
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Against
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Abstain
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Broker Non-Votes
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||||||||||||
Common stock
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125,323,154
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680,781
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127,432
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-
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||||||||||||
Class B common stock
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11,958,550
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-
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-
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-
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||||||||||||
Total voting power
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244,908,654
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680,781
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127,432
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-
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||||||||||||
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For
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Against
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Abstain
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Broker Non-Votes
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||||||||||||
Common stock
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68,045,044
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42,342,062
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3,059,317
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12,684,944
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||||||||||||
Class B common stock
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11,939,517
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18,021
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-
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1,012
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||||||||||||
Total voting power
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187,440,214
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42,522,272
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3,059,317
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12,695,064
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||||||||||||
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For
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Against
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Abstain
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Broker Non-Votes
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||||||||||||
Common stock
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108,125,569
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2,418,931
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2,901,923
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12,684,944
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||||||||||||
Class B common stock
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11,957,538
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-
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-
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1,012
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||||||||||||
Total voting power
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227,700,949
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2,418,931
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2,901,923
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12,695,064
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||||||||||||
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Exhibit No.
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Description
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10.1
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Amended and Restated Vishay Intertechnology, Inc. 2007 Stock Incentive Program. Incorporated by reference to Annex A to our definitive proxy statement, dated April 4, 2014, for our 2014 Annual Meeting of Stockholders.
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10.2
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Vishay Intertechnology, Inc. Form of Executive Officer Restricted Stock Unit Agreement.
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10.3
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Vishay Intertechnology, Inc. Form of Restricted Stock Unit Agreement.
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10.4
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99.1
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Press release related to the declaration of a quarterly cash dividend, dated May 21, 2014.
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99.2
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Press release announcing the
U.S. Pension Lump Sum Payment Opportunity, dated May 21, 2014.
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VISHAY INTERTECHNOLOGY, INC.
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By:
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/s/ Lori Lipcaman
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Name:
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Lori Lipcaman
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Title:
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Executive Vice President and
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Chief Financial Officer
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·
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One-time lump sum payout rolled over to an IRA or another employer's qualified plan (if permitted by that plan);
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·
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One-time lump sum payout in cash payable in September 2014;
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·
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Monthly annuity payment (single life or joint and survivor) commencing in September 2014; or
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·
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Take no action (remain in the Vishay Retirement Plan as a deferred vested participant).
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By:
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Name:
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Title:
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[Participant's name]
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By:
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Name:
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Peter G. Henrici
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Title:
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Sr. Vice President,
Corporate Secretary
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[Participant Name]
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Participant's name:
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[Participant Name]
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Grant Date:
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1.
Number of Restricted Stock Units granted:
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2.
Vesting Date:
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1
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In the event of a Change in Control, all of such outstanding RSUs will immediately vest.
Notwithstanding the foregoing, no Restricted Stock Units subject to this Agreement shall vest unless the Participant has complied with all applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If the Restricted Stock Units subject to this Agreement would have vested pursuant to this Agreement but did not vest solely because the Participant was not in compliance with all applicable provisions of the HSR Act, the Vesting Date for such Restricted Stock Units shall occur on the first date following the date on which such Restricted Stock Units would otherwise have vested pursuant to this Agreement on which the Participant has complied with all applicable provisions of the HSR Act.
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3. Issuance Date:
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By:
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Name:
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Peter G. Henrici
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Title:
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Sr. Vice President,
Corporate Secretary
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[Participant Name]
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By:
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Name:
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Title:
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[Participant's name]
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Participant's name:
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[•]
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Grant Date:
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[•]
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1.
Number of Phantom Stock Units granted:
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[•]
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2. Issuance Dates:
[•]
Phantom Stock Units will be issued to the Participant in accordance with the terms and conditions of the Program and the Participant's employment agreement. In the event of a Change in Control, all Phantom Stock Units will be eligible for issuance.
Notwithstanding the foregoing, no Phantom Stock Units subject to this Agreement shall be issued to the Participant unless the Participant has complied with all applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If the Phantom Stock Units subject to this Agreement would have become eligible for issuance pursuant to this Agreement but were not issued solely because the Participant was not in compliance with all applicable provisions of the HSR Act, the date of issuance for such Phantom Stock Units shall occur on the first date following the date on which such Phantom Stock Units would otherwise have become issuable pursuant to this Agreement on which the Participant has complied with all applicable provisions of the HSR Act.
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