Vishay Intertechnology (VSH) 8-K Departure of Directors or Certain Officers

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)     May 23, 2013

Vishay Intertechnology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-7416	38-1686453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

63 Lancaster Avenue Malvern, PA  19355-2143	19355-2143
(Address of Principal Executive Offices)	Zip Code
Registrant's telephone number, including area code    610-644-1300

(Former name or former address, if changed since last report.)

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:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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

Vishay Intertechnology, Inc. ("Vishay") held its Annual Meeting of Stockholders on May 23, 2013.  Vishay's stockholders voted to approve the continuation of the Vishay Intertechnology, Inc. 2007 Stock Incentive Program (the "Plan").

The Plan is substantially unchanged as a result of the continuation approved by the Company's stockholders. Our definitive proxy statement dated April 5, 2013 contains additional information about the Plan.

The foregoing description is qualified in its entirety by reference to the amended and restated 2007 Stock Incentive Program, incorporated herein by reference to Annex A to our definitive proxy statement, dated April 5, 2013, for our 2013 Annual Meeting of Stockholders.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders, Vishay's stockholders voted on the election of four directors to hold office until 2016, the ratification of the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2013, and the approval of the Vishay Intertechnology, Inc. 2007 Stock Incentive Program.

Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes.

The results of the votes of stockholders on each matter set forth at the Annual Meeting are as follows:

Election of Directors to Hold Office until 2016

	For		Withheld		Broker Non-Votes
Dr. Gerald Paul
Common stock		103,789,279		3,175,191		11,418,921
Class B common stock		12,026,976		-		262
Total voting power		224,059,039		3,175,191		11,421,541
Frank Dieter Maier
Common stock		105,086,896		1,877,574		11,418,921
Class B common stock		12,008,955		18,021		262
Total voting power		225,176,446		2,057,784		11,421,541
Timothy V. Talbert
Common stock		105,969,802		994,668		11,418,921
Class B common stock		12,026,976		-		262
Total voting power		226,239,562		994,668		11,421,541
Thomas C. Wertheimer
Common stock		105,301,049		1,663,421		11,418,921
Class B common stock		12,026,976		-		262
Total voting power		225,570,809		1,663,421		11,421,541

Ratification of Appointment of Independent Registered Public Accounting Firm

	For		Against		Abstain		Broker Non-Votes
Common stock		117,404,965		784,150		194,276		-
Class B common stock		12,027,238		-		-		-
Total voting power		237,677,345		784,150		194,276		-

Approval of the Vishay Intertechnology, Inc. 2007 Stock Incentive Program

	For		Against		Abstain		Broker Non-Votes
Common stock		104,881,601		1,962,270		120,599		11,418,921
Class B common stock		12,026,976		-		-		262
Total voting power		225,151,361		1,962,270		120,599		11,421,541

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Vishay Intertechnology, Inc. 2007 Stock Incentive Program. Incorporated by reference to Annex A to our definitive proxy statement, dated April 5, 2013, for our 2013 Annual Meeting of Stockholders.

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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: May 23, 2013

VISHAY INTERTECHNOLOGY, INC.

By: /s/ Lori Lipcaman

Name:	Lori Lipcaman
Title:	Executive Vice President and
	Chief Financial Officer

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