Form 8-K - Current report

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):			August 14, 2024

Vishay Precision Group, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	1-34679	27-0986328
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
Incorporation or Organization)		Number)


3 Great Valley Parkway, Suite 150
Malvern, PA			19355
(Address of Principal Executive Offices)			(Zip Code)

(484) 321-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K 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

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.10 par value	VPG	New York Stock Exchange


			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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 14, 2024, the Board of Directors (the “Board”) of Vishay Precision Group Inc. (the “Company”), acting on the recommendation of its Nominating and Corporate Governance Committee, appointed Erez Lorber to the Company’s Board, effective immediately. Mr. Lorber’s initial term will expire at the Company’s annual meeting of stockholders to be held in 2025. The Board has concluded that Mr. Lorber will qualify as an independent director pursuant to the New York Stock Exchange corporate governance standards.

Mr. Lorber will be compensated on the same terms as the Company’s other non-employee directors. Compensation arrangements for directors are described under the heading “Director Compensation” in the Company’s most recently filed Definitive Proxy Statement. There are no arrangements or understandings between Mr. Lorber and any other person pursuant to which Mr. Lorber was appointed as a director. There are no transactions involving Mr. Lorber that are reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On August 15, 2024, the Company issued a press release announcing the appointment of Mr. Lorber to the Board. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits



Exhibit No.			Description
99.1			Press release, dated August 15, 2024

SIGNATURES

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.


	Vishay Precision Group, Inc.
Date: August 14, 2024	By:	/s/ William M. Clancy
		Name: William M. Clancy
		Title: Executive Vice President and Chief
		Financial Officer

1 VPG Appoints Erez Lorber as New Independent Director MALVERN, Pa. (August 15, 2024) - Vishay Precision Group, Inc. (NYSE: VPG), a leading producer of precision measurement and sensing technologies, today announced the appointment of Erez Lorber as an independent member to its Board of Directors, effective immediately. Saul Reibstein, Chairman of the Board of Vishay Precision Group, said, “We are pleased to have Erez join our board. He brings a wealth of technology expertise and demonstrated success as an entrepreneur, senior executive, and board member of an impressive list of innovative technology companies.” Mr. Lorber served from 2020 to 2023 as CEO of Questar Auto Technologies, a predictive vehicle health company using AI technology. From 2015 to 2020, Mr. Lorber was chief operating office at Storedot, an innovator of extreme-fast charging EV batteries using nanotechnology and AI optimization. Prior to that, Mr. Lorber served in CEO roles at BackWeb Technologies Ltd., Tri-Logical Technologies Ltd., and Deloitte Consulting of Israel. Mr. Lorber currently serves on the board of directors of CIPIA, a leading provider of in-cabin sensing solutions for the automotive industry, and previously served as a director of CopperGate and FlashNetworks. Mr. Lorber holds an undergraduate degree from Temple University and an MBA from Tel Aviv University. About VPG: Vishay Precision Group, Inc. (VPG) is a leader in precision measurement and sensing technologies. Our sensors, weighing solutions and measurement systems optimize and enhance our customers’ product performance across a broad array of markets to make our world safer, smarter, and more productive. To learn more, visit VPG at vpgsensors.com and follow us on LinkedIn. Forward-Looking Statements: From time to time, information provided by us, including, but not limited to, statements in this report, or other statements made by or on our behalf, may contain or constitute "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated. Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; impact of inflation; potential issues respecting the United States federal government debt ceiling; global labor and supply chain challenges; difficulties or delays in

2 identifying, negotiating and completing acquisitions and integrating acquired companies; the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; political, economic, and health (including pandemics) instabilities; instability caused by military hostilities in the countries in which we operate (including Israel); difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to achieve efficiencies; compliance issues under applicable laws, such as export control laws, including the outcome of our voluntary self-disclosure of export control non-compliance; significant developments from the recent and potential changes in tariffs and trade regulation; our efforts and efforts by governmental authorities to mitigate the COVID-19 pandemic, such as travel bans, shelter-in-place orders and business closures and the related impact on resource allocations, manufacturing and supply chains; our status as a “critical”, “essential” or “life-sustaining” business in light of COVID-19 business closure laws, orders and guidance being challenged by a governmental body or other applicable authority; our ability to execute our new corporate strategy and business continuity, operational and budget plans; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this report or as of the dates otherwise indicated in such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Contact: Steve Cantor Vishay Precision Group, Inc. 781-222-3516 steve.cantor@vpgsensors.com

Cover	Aug. 14, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 14, 2024
Entity Registrant Name	Vishay Precision Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-34679
Entity Tax Identification Number	27-0986328
Entity Address, Address Line One	3 Great Valley Parkway, Suite 150
Entity Address, City or Town	Malvern
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	(484)
Local Phone Number	321-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.10 par value
Trading Symbol	VPG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001487952
Amendment Flag	false