VISHAY INTERTECHNOLOGY INC — Board/Management Information 2008

May 28, 2008

8-K 1 vishay_8k.htm CURRENT REPORT

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 28, 2008

| Vishay Intertechnology,
Inc. | | |
| --- | --- | --- |
| (Exact name of registrant as
specified in its charter) | | |
| Delaware | 1-7416 | 38-1686453 |
| (State or other
jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification
No.) |

63 Lancaster Avenue
Malvern, PA 19355	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:

| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| --- | --- |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| o | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |

Item 3.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 28, 2008, Vishay Intertechnology, Inc. stockholders voted to approve amendments to the Company’s certificate of incorporation and bylaws.

The amendments grant the Board of Directors the exclusive authority to establish the size of the Board of Directors, and amend the Company’s certificate of incorporation to limit the size of the Board of Directors to between three and fifteen directors.

The foregoing description is qualified in its entirety by reference to the amended and restated certificate of incorporation, incorporated herein as Exhibit 3.1 to this Form 8-K; and the amended and restated bylaws, incorporated herein as Exhibit 3.2 to this Form 8-K.

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 28, 2008, Vishay Intertechnology, Inc. stockholders voted to approve amendments to the Company’s 2007 Stock Option Program, renamed the 2007 Stock Incentive Program.

The amended and restated 2007 Stock Incentive Program now permits the grant of restricted stock, unrestricted stock, and restricted stock units (“RSUs”) in addition to stock options, and permits grants of stock options, restricted stock, unrestricted stock, and RSUs to non-employee directors.

The foregoing description is qualified in its entirety by reference to the amended and restated 2007 Stock Incentive Program, incorporated herein by reference to Annex A to our definitive proxy statement, dated April 16, 2008, for our 2008 Annual Meeting of Stockholders.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of
Registrant.
3.2	Amended and Restated Bylaws of Registrant.
10.1	Vishay Intertechnology, Inc. 2007 Stock Incentive Program (as
amended and restated effective April 2008). Incorporated by reference to
Annex A to our definitive proxy statement, dated April 16, 2008, for our
2008 Annual Meeting of Stockholders.

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 28, 2008

| VISHAY INTERTECHNOLOGY,
INC. |
| --- |
| By: /s/
Richard N. Grubb |
| Name: Richard N.
Grubb |
| Title: Executive Vice
President and |
| Chief
Financial Officer |