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
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Date of Report (Date of Earliest Event Reported): | May 25, 2017 |
Vishay Precision Group, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | 1-34679 | 27-0986328 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification |
| Incorporation or Organization) | | Number) |
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| 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:
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| [ ] | Written communications pursuant to Rule 425 under the Securities Act |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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| | 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 5.07 Submission of Matters to a Vote of Security Holders
On May 25, 2017, the Company held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 12,192.500 shares of the Company’s common stock and 1,025,158 shares of the Company’s Class B common stock were entitled to vote as of April 4, 2017, the record date for the Annual Meeting, of which 12,378.409 were present in person or by proxy at the Annual Meeting (representing 21,527,710 total votes). Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The following is a summary of the final voting results for each matter presented to stockholders.
Proposal 1: Election of Directors
The Company’s stockholders voted to elect Janet Clarke, Saul Reibstein, Ziv Shoshani, Timothy Talbert, Cary Wood and Marc Zandman to serve as directors of the Company for a one-year term expiring on the date of the Company’s 2018 Annual Meeting of Stockholders. The number of votes cast in the election of directors was as follows:
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| Nominee | | For | | Withheld | | Broker Non-Votes |
| Janet Clarke | | 18,774,878 | | 988,628 | | 1,764,204 |
| Saul Reibstein | | 18,760,850 | | 1,002,656 | | 1,764,204 |
| Ziv Shoshani | | 18,760,603 | | 1,002,903 | | 1,764,204 |
| Timothy Talbert | | 18,758,095 | | 1,005,411 | | 1,764,204 |
| Cary Wood | | 19,250,523 | | 512,983 | | 1,764,204 |
| Marc Zandman | | 18,326,983 | | 1,436,523 | | 1,764,204 |
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The number of votes cast in the ratification of the appointment of Ernst & Young LLP was as follows:
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| | | For | | Against | | Abstentions | | Broker Non-Votes |
| Ratification of Ernst & Young LLP | | 21,444,227 | | 54,695 | | 28,788 | | — |
Proposal 3: Advisory Vote Related to Executive Compensation
The Company’s stockholders, on an advisory basis, voted to approve the compensation paid to the Company's named executive officers for 2016, as follows:
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| | | For | | Against | | Abstentions | | Broker Non-Votes |
| Approval of 2016 compensation of named executive officers | | 19,176,874 | | 565,392 | | 21,240 | | 1,764,204 |
Proposal 4: Advisory Vote Related to Frequency of Vote on Executive Compensation
The Company’s stockholders, on an advisory basis, voted to determine the frequency of future advisory votes on executive compensation as follows:
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| | | 1 Year | | 2 years | | 3 Years | | Abstentions |
| Frequency of vote on executive compensation | | 17,924,371 | | 8,479 | | 1,817,801 | | 12,855 |
Based on the voting results with respect to the frequency of the advisory vote on the compensation of the Company’s named executive officers, the Board of Directors has determined that the Company will hold a non-binding, advisory vote on the compensation of the Company’s named executive officers every year.
Proposal 5: Stockholder Proposal Requesting the Board of Directors to Adopt a Recapitalization Plan to Eliminate Dual-Class Capital Structure
The Company’s stockholders voted against requesting the Board of Directors to adopt a recapitalization plan to eliminate the Company’s dual-class capital structure. The number of votes cast was as follows:
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| | | For | | Against | | Abstentions | | Broker Non-Votes |
| Adoption of recapitalization plan to eliminate dual-class capital structure | | 6,296,603 | | 13,435,037 | | 31,866 | | 1,764,204 |
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.
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| | Vishay Precision Group, Inc. |
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| Date: May 26, 2017 | By: | /s/ William M. Clancy |
| | | Name: William M. Clancy |
| | | Title: Executive Vice President and Chief |
| | | Financial Officer |
