DEF 14A 1 vishay_def14a.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Filed by a party other than the Registrant ☐

Check the appropriate box:
☐		Preliminary proxy statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive proxy statement
☐		Definitive additional materials
☐		Soliciting material pursuant to § 240.14a-12

VISHAY INTERTECHNOLOGY, INC.
(Name of Registrant as Specified in Its Charter)

_____________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

☒	No fee required.

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VISHAY INTERTECHNOLOGY, INC.

63 LANCASTER AVENUE

MALVERN, PENNSYLVANIA 19355

April 5, 2021

Dear Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Vishay Intertechnology, Inc., to be held at 9:00 a.m., U.S. eastern time, on Tuesday, May 25, 2021.

Vishay has adopted a virtual annual meeting in 2021 due to health, transportation, and other logistical issues arising from the COVID-19 pandemic. The annual meeting will be accessible to stockholders via the Internet at www.virtualshareholdingmeeting.com/VSH2021. To participate, stockholders will need the control number included on the attached Notice of Annual Meeting of Stockholders, on your proxy card or on your voting instruction form. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares during the meeting or ask questions during the virtual event.

During the annual meeting, we will discuss each item of business described in the attached Notice of Annual Meeting of Stockholders and proxy statement.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Vishay. We hope you will be able to attend the virtual annual meeting. Whether or not you expect to attend the virtual annual meeting, and regardless of the number of shares you own, it is important that your shares are represented and voted at the annual meeting. Therefore, you are encouraged to sign, date, and return the enclosed proxy card in the return envelope provided, or follow the instructions to vote online, so that your shares will be represented and voted at the annual meeting.

Sincerely,

Marc Zandman
Executive Chairman of the Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held May 25, 2021.

The following materials, also included with this Notice, are available for viewing on the Internet:

Proxy Statement for the 2021 Annual Meeting of Stockholders

2020 Annual Report to Stockholders

To view these materials, visit ir.vishay.com.

VISHAY INTERTECHNOLOGY, INC.

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

TUESDAY, MAY 25, 2021

Virtual Shareholder Meeting

www.virtualshareholdermeeting.com/VSH2021

ITEMS OF BUSINESS:

1. the election of four directors to hold office until 2024;

2. the ratification of our independent registered public accounting firm;

3. the advisory vote on executive compensation;

4. such other business as may be brought properly before the meeting.

ADJOURNMENTS AND POSTPONEMENTS:

Any action on the items of business described above may be considered at the virtual Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

RECORD DATE:

The stockholders of record at the close of business on March 29, 2021 will be entitled to vote at the virtual Annual Meeting or at any adjournment thereof.

VOTING:

Whether or not you expect to participate in the online meeting, please complete, date, and sign the enclosed proxy card and return it without delay in the enclosed envelope which requires no additional postage if mailed in the United States. If you are enrolled in our electronic proxy materials delivery service and received these proxy materials via the Internet, you will need to follow the procedures for online voting to vote your shares.

By Order of the Board of Directors,

Peter Henrici
Corporate Secretary

Malvern, Pennsylvania

April 5, 2021

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TABLE OF CONTENTS

SECTION

Summary		1
	Meeting Information	1
	Voting Matters	1
	Director Nominees	1
	Ratification of Appointment of Independent Registered Public Accounting Firm	2
	Executive Compensation Advisory Vote and Its Frequency	2
	Corporate Governance Best Practices	3

Directors		4
	Class III Directors - Nominees for Terms Expiring 2024	5
	Class I Directors - Terms Expiring 2022	6
	Class II Directors - Terms Expiring 2023	7

Director Compensation		8

Director Stock Ownership Guidelines		10

Governance of the Company

SEC Form DEF 14A filed by Vishay Intertechnology, Inc.