8-K

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

Vishay Precision Group, Inc.

(Exact Name of Registrant as Specified in Charter)

(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:

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

Item 5.07    Submission of Matters to a Vote of Security Holders

On May 24, 2023, Vishay Precision Group, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 12,576,178 shares of the Company’s common stock and 1,022,887 shares of the Company’s Class B common stock were entitled to vote as of March 27, 2023, the record date for the Annual Meeting, of which 11,615,487 were present in person or by proxy at the Annual Meeting (representing 20,703,489 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, Wesley Cummins, Sejal Shah Gulati, Bruce Lerner, Saul Reibstein, Ziv Shoshani, Timothy Talbert and Marc Zandman to serve as directors of the Company for a one-year term expiring on the date of the Company’s 2024 Annual Meeting of Stockholders. The number of votes cast in the election of directors was as follows:

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, as the Company's independent registered public accounting firm for the year ending December 31, 2023. The number of votes cast in the ratification of the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, was as follows:

Proposal 3: Advisory, Non-binding Vote Related to Executive Compensation

The Company’s stockholders, on an advisory basis, voted to approve the non-binding resolution relating to executive compensation, as follows:

Proposal 4: Advisory, Non-binding Vote Related to Frequency of Vote on Executive Compensation

The Company’s stockholders, on an advisory basis, voted to approve the non-binding resolution relating to the frequency of vote on executive compensation, as follows:

Proposal 5: Amendment to the Amended and Restated Certificate of Incorporation

The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation (identified as “Proposal Five” in the definitive proxy statement) required the following three affirmative votes: (i) the holders of shares of common stock and Class B common stock entitled to cast a majority of the votes entitled to be cast by the holders of all outstanding shares of common stock and Class B common stock, voting together as a single class; (ii) the holders of a majority of the outstanding shares of common stock, voting as a separate class; and (iii) the holders of a majority of the outstanding shares of Class B common stock, voting as a separate class.

The proposed amendment will not be implemented because a majority of the votes of the outstanding shares of common stock (group (ii) above) did not approve the amendment.

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.