Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Election of Directors
On November 15, 2021, the Board of Directors of Vishay Intertechnology, Inc.
("Vishay"), acting on the recommendation of its Nominating and Corporate
Governance Committee, elected Dr. Renee B. Booth and Dr. Michiko Kurahashi to
the Vishay Board, effective January 1, 2022. Dr. Booth and Dr. Kurahashi will
be Class I directors, whose terms will both expire at the 2022 Annual Meeting of
Stockholders, at which time Dr. Booth and Dr. Kurahashi will stand for election
to the Vishay Board. The Board of Directors has concluded that both Dr. Booth
and Dr. Kurahashi will qualify as independent directors pursuant to the New York
Stock Exchange corporate governance standards. Dr. Booth will join the
Compensation Committee of the Board effective January 1, 2022. Board committee
assignments for Dr. Kurahashi will be determined at a later date.
Dr. Booth and Dr. Kurahashi will be compensated on the same terms as Vishay's
other non-management directors. Compensation arrangements for directors are
described under the heading "Director Compensation" in Vishay's Proxy Statement.
The press release announcing Dr. Booth and Dr. Kurahashi's election is attached
as Exhibit 99.1 to this report.
Item 8.01 - Other Events
Cash Dividend Declaration
On November 15, 2021, Vishay declared a quarterly cash dividend of $0.10 per
share of common stock and Class B common stock outstanding payable on December
17, 2021 to stockholders of record at the close of business on December 7, 2021.
A copy of the press release announcing the dividend declaration is attached as
Exhibit 99.2 to this report.
Stock Repurchase Authorization
On November 15, 2021, Vishay's Board of Directors renewed its authorization of
the Executive Committee of the Board to execute programs to repurchase up to
$150 million of common stock on the open market. Such transactions are subject
to the execution by the Executive Committee of formal agreements with a
purchasing agent, as well as market and business conditions, legal requirements,
and other factors. Such authorization does not obligate Vishay to acquire any
shares of common stock and it may be terminated or suspended at any time at
Vishay's discretion, in accordance with applicable laws and regulations. Vishay
expects to fund any such transactions through cash on hand, and if necessary,
borrowings under its revolving credit facility. The authorization was to expire
on December 1, 2021. No purchases of common stock have occurred pursuant to the
prior authorization.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
Press release announcing the appointment of new independent members
of the Board of Directors dated November 15, 2021
99.1
99.2 Press release announcing the declaration of a quarterly dividend
dated November 15, 2021
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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