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 14, 2019

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))

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. ☐

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

Title of each class	Trading symbol	Name of exchange on which registered
Common stock, par value $0.10 per share	VSH	New York Stock Exchange

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

On May 14, 2019, the Compensation Committee of the Board of Directors approved an increase to the base salary of Joel Smejkal, Executive Vice President Business Head Passive Components, to $448,511, effective June 1, 2019.

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

Vishay Intertechnology, Inc. ("Vishay") held its Annual Meeting of Stockholders on May 14, 2019.  At the Annual Meeting of Stockholders, Vishay's stockholders elected three directors to hold office until the 2022 annual meeting and one director to hold office until the 2020 annual meeting, ratified the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2019, voted on an advisory basis to approve Vishay's executive compensation, and voted on an advisory basis to submit executive compensation to an advisory vote on an annual basis.

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 2022

	For		Withheld		Broker Non-Votes
Dr. Gerald Paul
Common stock		105,392,171		4,645,484		9,598,365
Class B common stock		11,974,611		18,021		262
Total voting power		225,138,281		4,825,694		9,600,985
Timothy V. Talbert
Common stock		108,374,471		1,663,184		9,598,365
Class B common stock		11,974,611		18,021		262
Total voting power		228,120,581		1,843,394		9,600,985
Thomas C. Wertheimer
Common stock		92,030,337		18,007,318		9,598,365
Class B common stock		11,974,611		18,021		262
Total voting power		211,776,447		18,187,528		9,600,985

Election of Director to Hold Office Until 2020

	For		Withheld		Broker Non-Votes
Michael Cody
Common stock		109,339,944		697,711		9,598,365
Class B common stock		11,992,632		-		262
Total voting power		229,266,264		697,711		9,600,985

Ratification of Appointment of Independent Registered Public Accounting Firm

	For		Against		Abstain		Broker Non-Votes
Common stock		116,202,927		3,281,923		151,170		-
Class B common stock		11,958,550		-		34,344		-
Total voting power		235,788,427		3,281,923		494,610		-

Advisory Vote on Executive Compensation

	For		Against		Abstain		Broker Non-Votes
Common stock		104,884,799		3,848,415		1,304,441		9,598,365
Class B common stock		11,958,288		-		34,344		262
Total voting power		224,467,679		3,848,415		1,647,881		9,600,985

Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

	Annually		Biannually		Triennially		Abstain
Common stock		97,369,619		162,413		12,403,116		102,507
Class B common stock		11,958,288		-		-		34,344
Total voting power		216,952,499		162,413		12,403,116		445,947

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 14, 2019

VISHAY INTERTECHNOLOGY, INC.

By: /s/ Lori Lipcaman

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