Item 5.07 Submission of Matters to a Vote of Security Holders
On May 26, 2022, Vishay Precision Group, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 12,621,057 shares of the Company’s common stock and 1,022,887 shares of the Company’s Class B common stock were entitled to vote as of April 1, 2022, the record date for the Annual Meeting, of which 11,686,000 were present in person or by proxy at the Annual Meeting (representing 20,835,301 total votes). Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The following is a summary of the final voting results for each matter presented to stockholders.
Proposal 1: Election of Directors
The Company’s stockholders voted to elect Janet Clarke, Wesley Cummins, Sejal Shah Gulati, Bruce Lerner, Saul Reibstein, Ziv Shoshani, Timothy Talbert and Marc Zandman to serve as directors of the Company for a one-year term expiring on the date of the Company’s 2023 Annual Meeting of Stockholders. The number of votes cast in the election of directors was as follows:
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Nominee | | For | | Withheld | | Broker Non-Votes |
Janet Clarke | | 19,366,196 | | | 217,954 | | | 1,251,151 | |
Wesley Cummins | | 18,850,726 | | | 733,424 | | | 1,251,151 | |
Sejal Shah Gulati | | 19,509,308 | | | 74,842 | | | 1,251,151 | |
Bruce Lerner | | 19,191,541 | | | 392,609 | | | 1,251,151 | |
Saul Reibstein | | 19,125,483 | | | 458,667 | | | 1,251,151 | |
Ziv Shoshani | | 19,266,121 | | | 318,029 | | | 1,251,151 | |
Timothy Talbert | | 18,014,516 | | | 1,569,634 | | | 1,251,151 | |
Marc Zandman | | 19,242,019 | | | 342,131 | | | 1,251,151 | |
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, as the Company's independent registered public accounting firm for the year ending December 31, 2022. The number of votes cast in the ratification of the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For | | Against | | Abstentions |
Ratification of Brightman Almagor Zohar & Co., a firm in the Deloitte global network | | 20,828,216 | | 4,539 | | 2,546 |
Proposal 3: Advisory, Non-binding Vote Related to Executive Compensation
The Company’s stockholders, on an advisory basis, voted to approve the non-binding resolution relating to executive compensation, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For | | Against | | Abstentions | | Broker Non-Votes |
Approval of compensation of named executive officers | | 19,300,478 | | 274,391 | | 9,281 | | 1,251,151 | |
Proposal 4: Approval of the adoption of the Vishay Precision Group, Inc. 2022 Stock Incentive Plan
The Company’s stockholders voted to approve the adoption of the Vishay Precision Group, Inc. 2022 Stock Incentive Plan, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For | | Against | | Abstentions | | Broker Non-Votes |
Approval of the adoption of the Vishay Precision Group, Inc. 2022 Stock Incentive Plan | | 18,869,402 | | 703,026 | | 11,722 | | 1,251,151 | |