Vishay Intertechnology Inc. Files Definitive Proxy Statement

TL;DR

<b>Vishay Intertechnology, Inc. has filed its definitive proxy statement for the period ending December 31, 2023.</b>

AI Summary

VISHAY INTERTECHNOLOGY INC (VSH) filed a Proxy Statement (DEF 14A) with the SEC on April 1, 2024. Vishay Intertechnology, Inc. filed a Definitive Proxy Statement on April 1, 2024. The filing covers the period ending December 31, 2023. The company's principal executive offices are located at 63 Lancaster Avenue, Malvern, PA 19355. The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934. No filing fee was required for this statement.

Why It Matters

For investors and stakeholders tracking VISHAY INTERTECHNOLOGY INC, this filing contains several important signals. This filing is a standard regulatory requirement for public companies to provide shareholders with information before annual meetings, including details on executive compensation and voting matters. Shareholders can review this document to understand how their votes will be cast on company proposals and to assess executive compensation practices.

Risk Assessment

Risk Level: low — VISHAY INTERTECHNOLOGY INC shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate material changes or significant risks are being disclosed beyond standard corporate governance information.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and shareholder proposals to inform voting decisions.

Key Numbers

• 2024-04-01 — Filing Date (Date the Definitive Proxy Statement was filed)
• 2023-12-31 — Reporting Period End Date (Fiscal year end for the reporting period)
• 0000103730-24-000071 — Accession Number (Unique identifier for the filing)
• DEF 14A — Form Type (Type of SEC filing)

Key Players & Entities

• VISHAY INTERTECHNOLOGY INC (company) — Registrant name
• 63 LANCASTER AVENUE (address) — Business and mailing address
• Malvern (location) — City for business and mailing address
• PA (location) — State for business and mailing address
• 19355 (zip_code) — ZIP code for business and mailing address
• Securities Exchange Act of 1934 (regulation) — Act under which the filing is made

FAQ

Industry Context

Vishay Intertechnology, Inc. operates in the electronic components industry, manufacturing discrete semiconductors and passive electronic components.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the content and distribution of proxy statements.

What Investors Should Do

1. Review the proxy statement for proposals to be voted on at the shareholder meeting.
2. Examine executive compensation details and any related proposals.
3. Note any shareholder proposals or director nominations presented.

Key Dates

• 2024-04-01: Filing of Definitive Proxy Statement — Provides shareholders with information regarding the annual meeting and voting matters.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement, indicating it's the final version provided to shareholders.

Filing Documents

• vishay_def14a.htm (DEF 14A) — 1622KB
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• 0000103730-24-000071.txt (&nbsp;) — 27083KB
• vsh-20240401.xsd (EX-101.SCH) — 5KB
• vsh-20240401_def.xml (EX-101.DEF) — 4KB
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Executive Compensation Advisory Vote

Executive Compensation Advisory Vote 2 Corporate Governance Best Practices 3 Directors 4 Board Demographics 5 Class II Director - Nominee for Term Expiring 2026 6 Class III Directors - Nominees for Terms Expiring 2027 6 Class I Directors - Terms Expiring 2025 7 Class II Directors - Terms Expiring 2026 8 Other Information Concerning Directors 8 Director Compensation 9 Director Stock Ownership Guidelines 11 Governance of the Company 12 What is corporate governance? 12 Where can I find more information about the corporate governance practices of Vishay? 12 What is the composition of our Board of Directors? 13 How does the Board determine which directors are considered independent? 13 How often did the Board meet during 2023? 13 What is the role of the Board's Committees and what is their composition? 14 What is the Board's leadership structure? 15 What is the Board's role in risk oversight? 16 How does the Board select nominees for the Board? 16 What qualifications must a director have? 17 Can I recommend a nominee for director? 17 How do stockholders and others communicate with the Board? 18 Proposal One – Election of Directors 19 Report of the Audit Committee 20 Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm 22

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 23 Section 16(a) Beneficial Ownership Reporting Compliance 25 Compensation Committee Interlocks and Insider Participation 25 Restrictions on Hedging and Pledging 25

Executive Compensation

Executive Compensation 26 Information Concerning Executive Officers 26 Compensation Discussion and Analysis 27 Report of the Compensation Committee 40 TABLE OF CONTENTS SECTION Compensation Tables 41 Summary Compensation Table 41 2023 Grants of Plan Based Awards 44 Outstanding Equity Awards at Fiscal Year End 46 2023 Stock Vested 47 Pension and Retirement Benefits 47 2023 Pension and Retirement Benefits Table 48 Non-qualified Deferred Compensation 48 2023 Non-qualified Deferred Compensation Table 49 Potential Payments Upon Termination or a Change in Control 50 Median Pay Ratio 55 Pay Versus Performance 56 2024 Executive Compensation 58 Additional Information on Equity Compensation Plans 59 Proposal Three – Advisory Vote on Executive Compensation 60 Certain Relationships and Related Transactions 61 About the Meeting 63 Why did I receive these materials? 63 What is a proxy? 63 What is the record date and why is it important? 63 What is the difference between "Stockholders of Record" and "Beneficial Owners"? 63 May I attend the annual meeting? What do I need in order to attend the meeting? 63 What proposals will I be voting on and how does the Board of Directors recommend I vote? 63 Does Vishay have more than one class of stock outstanding? 63 What are the voting rights of each class of stock? 64 What constitutes a quorum? 64 How are abstentions and broker non-votes considered? 64 What vote is required to approve each proposal? 64 Who paid to send me the proxy materials? 65 How do I vote my shares? Can I vote electronically? 65 Can I change my vote after I return my proxy card? 66 What will happen if I provide my proxy but do not vote on a proposal? 66 What will happen if I do not provide my proxy? 66 Who will verify the election results? 66 Are there any stockholders who own more than 5% of Vishay's shares or voting power?

Executive Compensation Advisory Vote

Executive Compensation Advisory Vote As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Congress adopted Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to which the Board is giving our stockholders an opportunity to approve on an advisory, or non-binding, basis, the compensation of our Named Executive Officers, as disclosed in this proxy statement. The Compensation Committee of the Board of Directors is responsible for establishing and approving the compensation of our executive officers, including our Chief Executive Officer and other Named Executive Officers, and administering Vishay's incentive compensation and equity-based plans. As discussed in greater detail in "Executive Compensation – Compensation Discussion and Analysis," Vishay's compensation programs are designed to support our business goals and promote the short- and long-term profitable growth of the Company. The compensation program is structured to help recruit, retain, and motivate key employees who can function effectively both in periods of recession and economic upturn. The compensation arrangements are designed to provide an incentive for positive performance and discourage inappropriate risk-taking. The compensation arrangements vary among our Named Executive Officers, but generally include: A market-competitive base salary Cash incentive compensation a portion of which is based on Company-wide achievements and another portion of which is based on personal achievements, with a cap to discourage inappropriate risk-taking Equity-based compensation a portion of which vests only upon the achievement of three-year performance metrics and the balance of which vests on January 1 of the third year following the grant date Deferred cash compensation and retirement benefits generally payable at retirement / termination of employment Deferred equity compensation in the form of phantom stock units payable at ret

View Full Filing

View this DEF 14A filing on SEC EDGAR