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 20, 2025
   

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

Vishay Intertechnology, Inc. ("Vishay") held its Annual Meeting of Stockholders on May 20, 2025. At the Annual Meeting of Stockholders, Vishay's stockholders elected three directors to hold office until the 2028 annual meeting, ratified the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2025, 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 2028

 
   For
     Withheld
     Broker Non-Votes
  
Dr. Renee B. Booth
  
         

 
Common stock
    
70,236,968

   
33,686,730

   
8,658,241

Class B common stock
    
11,103,512

   
18,021

    -
Total voting power
    
181,272,088

   
33,866,940

   
8,658,241

Dr. Michiko Kurahashi
                        
Common Stock
    
74,771,873

   
29,151,825

   
8,658,241

Class B common stock
    
11,103,512

    18,021
    -
Total voting power
    
185,806,993

   
29,332,035

   
8,658,241

Joel Smejkal
                        
Common stock
    
74,354,988

   
29,568,710

   
8,658,241

Class B common stock
    
11,103,512

    18,021
    -
Total voting power
    
185,390,108

   
29,748,920

   
8,658,241

 

Ratification of Appointment of Independent Registered Accounting Firm

 
   For
    Against
     Abstain
     Broker Non-Votes
  
Common stock
     106,755,899
   
5,781,202

   
44,838

    -
Class B common stock
     11,121,533
    -
    -
   
-

Total voting power
     217,971,229
   
5,781,202

   
44,838

    -

Advisory Vote on Executive Compensation

 
   For
    Against
     Abstain
     Broker Non-Votes
  
Common stock
     101,578,462
   
2,299,178

   
46,058

   
8,658,241

Class B common stock
     11,121,533
   
-

    -
    -
Total voting power
     212,793,792
   
2,299,178

   
46,058

    8,658,241


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

 
   Annually
     Biannually
     Triennially
     Abstain
  
Common stock
     97,056,331
   
53,909

   
6,754,442

   
59,016

Class B common stock
     11,121,533
   
-

    -
    -
Total voting power
     208,271,661
   
53,909

   
6,754,442

   
59,016


Item 8.01 – Other Events

Cash Dividend Declaration

On May 20, 2025, Vishay declared a quarterly cash dividend of $0.10 per share of common stock and Class B common stock outstanding payable on June 27, 2025 to stockholders of record at the close of business on June 18, 2025. A copy of the press release announcing the dividend declaration is attached as Exhibit 99.1 to this report.

Item 9.01 – Financial Statements and Exhibits
 
(d) Exhibits

Exhibit No.
 
Description
 
 
  
 
 
   104   Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
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 20, 2025

 
VISHAY INTERTECHNOLOGY, INC.

 
By:
/s/ David L. Tomlinson
 

 
Name:
David L. Tomlinson
 
Title:
Senior Vice President – Chief Accounting Officer
 
 


Exhibit 99.1


VISHAY INTERTECHNOLOGY DECLARES QUARTERLY DIVIDEND
MALVERN, Pa., May 20, 2025 - Vishay Intertechnology, Inc. (NYSE:VSH), one of the world's largest manufacturers of discrete semiconductors and passive components, announced today that the Company’s Board of Directors declared a dividend of $0.10 per share of common stock and Class B common stock to be paid June 27, 2025 to stockholders of record as of the close of business on June 18, 2025. Future dividends will be subject to Board approval.
About Vishay
Vishay manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets. Serving customers worldwide, Vishay is The DNA of tech.TM Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH). More on Vishay at www.vishay.com.
Forward-Looking Statements
Statements contained herein that relate to the Company's future cash dividends on its common stock and Class B common stock are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words such as “to be,” "will be," or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; manufacturing or supply chain interruptions or changes in customer demand due to political, economic, and health instability and military conflicts and hostilities; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in U.S. and foreign trade regulations and tariffs, and uncertainty regarding the same; changes in applicable domestic and foreign tax regulations, and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The DNA of tech™ is a trademark of Vishay Intertechnology.
Contact:                                                   
Vishay Intertechnology, Inc.
Peter Henrici
Executive Vice President, Corporate Development
+1-610-644-1300