Current Report Filing (8-k)
February 24 2021 - 6:00AM
Edgar (US Regulatory)
false000010373000001037302021-02-232021-02-23
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
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:
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).
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:
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Name of exchange on which registered
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Common stock, par value $0.10 per share
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VSH
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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
Base Salaries
On February 23, 2021, the Compensation Committee of Vishay Intertechnology, Inc.'s ("Vishay") Board of Directors approved the 2021 base salaries
for Vishay's executive officers.
The base salaries for 2021 are set forth below, with approximate U.S. dollar equivalents based on the average exchange rate for 2020:
(1) Salary will be paid in Israeli shekels
(2) Salary will be paid in euro
(3) Salary will be paid in new Taiwan dollars
Changes to Employment Agreements of Executive Officers
On February 23, 2021, the Compensation Committee of the Board of Directors also approved changes to increase the long-term equity incentive
compensation component of total compensation awarded to Vishay’s executive officers other than Marc Zandman, Executive Chairman of the Board, and Dr. Gerald Paul, Vishay’s Chief Executive Officer. Long-term equity incentive compensation is
awarded as a percentage of each executive officer’s base salary, which percentages have been increased, as listed below:
These changes will be included in amendments to the respective employment agreements of the executive officers.
Changes to Employment Agreement of Executive Chairman
Also on February 23, 2021, the Compensation Committee of the Board of Directors approved certain changes to the employment agreement (as previously
amended on August 8, 2010 and August 30, 2011) of Mr. Zandman as described below:
These changes will be included in an amendment to Mr. Zandman’s employment agreement.
Stock Ownership Guidelines
Also on February 23, 2021, Vishay's Board of Directors adopted stock ownership guidelines for Vishay’s executive officers other than Mr. Zandman
and Dr. Paul ("Covered Executive"). Each Covered Executive is required to own shares of Vishay’s common stock having an aggregate market value equal to or greater than one (1) time the Covered Executive’s base salary as of the measurement
date (the first trading day in March of each calendar year), subject to a five-year phase in period. For the purposes of the guidelines, "ownership" includes shares underlying time-based restricted stock and restricted stock unit awards
(whether or not vested), shares underlying vested performance-based restricted stock and performance-based restricted stock units, and shares held outright or benefically owned by the executive and/or his or her immediate family members.
Furthermore, Vishay's Board of Directors adopted modifications to the Non-Employee Director stock ownership guidelines to include in "ownership"
shares underlying time-vested restricted stock and restricted stock unit awards (whether or not vested) and shares held outright or benefically owned by the director and/or his or her immediate family members.
Cash Dividend Declaration
Also on February 23, 2021, Vishay declared a quarterly cash dividend of $0.095 per share of common stock and Class B common stock outstanding
payable on March 30, 2021 to stockholders of record at the close of business on March 17, 2021. 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
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: February 23, 2021
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