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
Filed by the registrant /X/
Filed by a party other than the registrant /_/
Check the appropriate box:
/X/ Preliminary proxy statement
/_/ Definitive proxy statement
/_/ Definitive additional materials
/_/ Soliciting material pursuant to Rule 14a-11(c)
or Rule 14a-12
VISHAY INTERTECHNOLOGY, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
/_/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/_/ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identifying the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE> 1
Preliminary Proxy
dated March 17, 1995
VISHAY INTERTECHNOLOGY, INC.
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
___________________
NOTICE OF ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD MAY 19, 1995
___________________
Notice is hereby given that the Annual Meeting of
Stockholders of Vishay Intertechnology, Inc. (the "Company") will
be held at The Wyndham Franklin Plaza, Ballroom D, 2 Franklin
Plaza, Philadelphia, Pennsylvania, on the 19th day of May, 1995
at 10:30 a.m. Philadelphia time, for the following purposes:
1. to elect eleven Directors for a term of one year
and until their successors are elected and
qualified;
2. to approve the 1995 stock option program for the
Company's Chief Executive Officer and certain
selected individuals;
3. to approve a proposed amendment to the Company's
Amended and Restated Certificate of Incorporation
to increase the number of authorized shares of
Common Stock of the Company; and
4. to approve the appointment of Auditors for the
Company's next audited fiscal year.
Action will also be taken upon such other business, if
any, as may properly come before the meeting. The Board of
Directors is not presently aware of any such other business.
The stockholders of record at the close of business on
April 10, 1995 will be entitled to vote at the Annual Meeting or
at any adjournment thereof. If you do not expect to attend the
meeting in person, please complete, date and sign the enclosed
proxy and return it without delay in the enclosed envelope which
requires no additional postage if mailed in the United States.
By Order of the Board of Directors,
William J. Spires
Secretary
Malvern, Pennsylvania
April __, 1995
<PAGE> 2
April __, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Vishay Intertechnology, Inc. (the "Company")
to be held at 10:30 a.m. Philadelphia time on the 19th day of
May, 1995, at The Wyndham Franklin Plaza, Ballroom D, 2 Franklin
Plaza, Philadelphia, Pennsylvania. Your Board of Directors looks
forward to greeting personally those stockholders able to be
present.
At the Annual Meeting (the "Annual Meeting") you will be
asked to elect eleven Directors, to approve the 1995 stock option
program for the Company's Chief Executive Officer and certain
selected individuals, to approve an amendment to the Company's
Amended and Restated Certificate of Incorporation and to approve
the appointment of Ernst & Young LLP as Auditors for the
Company's next audited fiscal year.
The Board of Directors unanimously recommends that you
vote FOR the election of all eleven nominees as Directors,
FOR the adoption of the 1995 Stock Option Program, FOR the
approval of the amendment to the Company's Amended and Restated
Certificate of Incorporation and FOR the approval of the
appointment of the Auditors.
Regardless of the number of shares you may own, it is
important that they are represented and voted at the Annual
Meeting. Therefore, please sign, date and mail the enclosed
proxy in the return envelope provided.
At the Annual Meeting, we will also report to you on the
Company's current operations and outlook. Members of the Board
and management will be pleased to respond to any questions you
may have.
Your cooperation is appreciated.
Sincerely,
William J. Spires
Secretary
<PAGE> 3
VISHAY INTERTECHNOLOGY, INC.
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
___________________
PROXY STATEMENT
___________________
General Information
The accompanying proxy is solicited by the Board of
Directors of VISHAY INTERTECHNOLOGY, INC. ("Vishay" or
the "Company") for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at The Wyndham Franklin Plaza,
Ballroom D, 2 Franklin Plaza, Philadelphia, Pennsylvania, on the
19th day of May, 1995, at 10:30 a.m. Philadelphia time, and any
adjournments thereof. Stockholders of record at the close of
business on April 10, 1995 shall be entitled to vote at the
Annual Meeting.
A list of stockholders entitled to vote at the Annual
Meeting will be available for examination by stockholders of the
Company during ordinary business hours for a period of ten days
prior to the Annual Meeting at the offices of the Company, 63
Lincoln Highway, Malvern, Pennsylvania 19355-2120. A stockholder
list will also be available for examination at the Annual
Meeting.
The cost of solicitation of proxies will be borne by the
Company. The Board of Directors may use the services of the
Company's Directors, Officers and other regular employees to
solicit proxies personally or by telephone. Arrangements will be
made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation material to the beneficial
owners of the shares held of record by such fiduciaries, and the
Company will reimburse them for the reasonable expenses incurred
by them in so doing.
The shares represented by the accompanying proxy will be
voted as directed with respect to the election of Directors,
with respect to approval of the Company's 1995 stock option
program for the Company's Chief Executive Officer and certain
selected individuals (the "Stock Option Program"), with respect
to the approval of the proposed amendment to the Company's
Amended and Restated Certificate of Incorporation and with
respect to the approval of the appointment of Ernst & Young LLP
as independent auditors of the Company (the "Auditors"), OR, if
no direction is indicated, will be voted FOR the election as
Directors of the nominees listed below, FOR the adoption of the
1995 Stock Option Program, FOR the approval of the amendment to
the Company's Amended and Restated Certificate of Incorporation
<PAGE> 4
and FOR the appointment of the Auditors. Each proxy executed and
returned by a stockholder may be revoked at any time thereafter
by giving written notice of such revocation to the Secretary of
the Company, by delivering to the Company a properly executed and
timely submitted proxy bearing a later date or by attending the
Annual Meeting and electing to vote in person, except as to any
matter or matters upon which, prior to such revocation, a vote
shall have been cast pursuant to the authority conferred by such
proxy.
This Proxy Statement was preceded or is accompanied by the
Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1994. This Proxy Statement and the enclosed form of
proxy are being furnished commencing on or about April __, 1995.
Voting of Shares
The holders of a majority of the outstanding shares
entitled to vote, present in person or represented by proxy, will
constitute a quorum for the transaction of business. Abstentions
and shares held of record by a broker or its nominee ("Broker
Shares") that are voted on any matter are included in determining
the number of votes present. Broker Shares that are not voted on
any matter will not be included in determining whether a quorum
is present.
The election of each nominee for Director requires a
plurality of votes cast. The affirmative vote of the holders of
a majority of the votes cast is required for the approval of (i)
adoption of the Stock Option Program and (ii) appointment of the
Auditors. Approval of the proposed amendment to the Company's
Amended and Restated Certificate of Incorporation requires the
affirmative vote of the majority of the votes of the outstanding
shares entitled to vote. In all cases abstentions and Broker
Shares that are not voted will not be included in determining the
number of votes cast. The Company has appointed an inspector to
act at the Annual Meeting who shall: (1) ascertain the number of
shares outstanding and the voting powers of each; (2) determine
the shares represented at the Annual Meeting and the validity of
the proxies and ballots; (3) count all votes and ballots; (4)
determine and retain for a reasonable period a record of the
disposition of any challenges made to any determinations by such
inspector; and (5) certify his determination of the number of
shares represented at the Annual Meeting and his count of all
votes and ballots.
Dr. Felix Zandman and a revocable trust created by Mr.
Alfred Slaner by an agreement dated January 15, 1987
beneficially own in the aggregate 64.3% of the total voting power
of the Company's shares and intend to vote FOR the election of
the eleven nominees as Directors, FOR the adoption of the Stock
Option Program, FOR the approval of the amendment to the
Company's Amended and Restated Certificate of Incorporation and
<PAGE> 5
FOR the approval of the appointment of the Auditors. Such shares
are sufficient to approve each proposal regardless of how the
other shares are voted.
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
On April 3, 1995, the Company had outstanding 22,642,122
shares of Common Stock, par value $.10 per share ("Common
Stock"), each of which entitles the holder to one vote, and
3,716,058 shares of Class B Common Stock, par value $.10 per
share ("Class B Stock"), each of which entitles the holder to ten
votes. Voting is not cumulative.
The following table provides certain information, as of
April 3, 1995, as to the beneficial ownership of the Common Stock
or the Class B Stock of the Company for (a) each Director and
nominee, (b) each Executive Officer named in the Summary
Compensation Table, (c) the Directors and Executive Officers of
the Company as a group and (d) any person owning more than 5%
of the Common Stock. This table reflects the 5% stock dividend
paid on March 31, 1995.
<TABLE>
<CAPTION>
Common Stock Class
B Stock
-----------------------
- ---------------------
Amount and
Amount and
Nature of
Nature of Percent
Beneficial Percent Beneficial
Percent of Total
Name Ownership of Class Ownership
of Class Voting Power
- ---- ---------- -------- ----------
-------- --------------
<S> <C> <C> <C>
<C> <C>
Felix Zandman
63 Lincoln Highway
Malvern, PA 19355 27,241 * 2,130,062
57.3% 35.7%
Donald G. Alfson 9,682 * -
- *
Guy Brana 966 * -
- *
Avi D. Eden 8,564 * -
- *
Robert A. Freece 22,275 * -
- *
Richard N. Grubb 6,293 * -
- *
Eliyahu Hurvitz 1,050 * -
- *
Henry V. Landau 27,122 * -
- *
Gerald Paul 6,312 * -
- *
Edward B. Shils 17,291 * -
- *
Luella B. Slaner and
Alfred P. Slaner(1) 1,555,823 6.9% 1,556,602
41.9% 28.6%
Mark I. Solomon 2,100 * -
- *
Jean-Claude Tine 2,016 * -
- *
All Directors and
Executive Officers
as a group
(16 persons) 1,690,370 7.5% 3,686,664
99.2% 64.5%
American Express
Company(2) 1,993,882 8.8% -
- 3.3%
American Express Tower
World Financial Center
New York, NY 10285
</TABLE>
___________________
* Represents less than 1% of the outstanding shares of such
class.
(1) Mr. Alfred Slaner, Director Emeritus, Honorary Chairman of
the Board and co-founder of the Company, beneficially owns
1,555,617 shares of Common Stock and 1,556,602 shares of
<PAGE> 7
Class B Stock through a revocable trust, created by Mr.
Slaner by an Agreement dated January 15, 1987. Mr.
Slaner and his wife, Luella Slaner, are the trustees
of such trust. Accordingly, Mrs. Slaner may also be deemed
to beneficially own such Common Stock and Class B Stock.
In addition, Mrs. Slaner beneficially owns 256 shares of
Common Stock.
(2) American Express Company, a parent holding company, reported
on a Schedule 13G, dated December 31, 1994, together with its
subsidiary American Express Financial Advisers Inc. (formerly
IDS Financial Corporation), IDS Tower 10, Minneapolis, MN
55440, a registered investment advisor, that together they
have shared dispositive power over 1,898,935 shares of Common
Stock (1,993,882 giving effect to the March 31, 1995 stock
dividend), and of such shares of Common Stock, has shared
voting power of 716,400 shares (752,220 giving effect to the
March 31, 1995 stock dividend).
During 1994, each of Mr. Eliyahu Hurvitz and Mr. Mark
Solomon, Directors of the Company, did not file on a timely basis
the report of Initial Statement of Beneficial Ownership of
Securities on Form 3 as required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The appropriate reports were subsequently filed.
<PAGE> 8
PROPOSAL 1 - ELECTION OF DIRECTORS
It is proposed to elect a Board of eleven Directors for the
following year and until their successors are elected and
qualified. Mr. Guy Brana, age 70, a Director since 1988, has
decided to retire and not to stand for reelection. Although the
Company's By-laws provide for up to 12 Directors, the Board has
determined that it is in the Company's best interest for
no more than 11 Directors to serve at this time in order to give
the Board of Directors flexibility to appoint an additional
Director if the need arises. Accordingly, proxies may not be
voted for a greater number of persons than the number of
nominees named. All of the nominees, set forth in the table
below, are currently members of the Board of Directors. It is
intended that the accompanying form of proxy will be voted for
the election of the eleven nominees unless other instructions
are given. Voting is not cumulative. If any nominee should
become unavailable, discretionary authority is reserved by the
individuals named in the proxy to vote for a substitute. The
following sets forth information regarding principal occupation,
and other major affiliations during the past five years, as well
as the age of each of the nominees.
<TABLE>
Directors and Nominees for Election as Directors
<CAPTION>
Directors and Nominees for
Election as Directors
Year First
Principal Occupation
Elected
Name Age and Other
Directorships Director
- ---- ---
- ----------------------- -----------
<S> <C> <C>
<C>
Felix Zandman(1) 66 Chairman of the Board, President and
Chief Executive Officer 1962
of the Company. President and Chief
Executive Officer
since the Company's inception.
Chairman of the Board
since 1989.
Donald G. Alfson 49 Vice President of the Company since
1993. 1992
President - Vishay Electronic
Components, U.S. and Asia, since
April 1992. Employed since 1972 by
Dale Electronics, Inc., a
subsidiary of the Company.
Avi D. Eden(1) 47 Attorney engaged in private practice.
General Counsel 1987
to the Company for more than the past
five years.
Robert A. Freece(1) 54 Senior Vice President of the Company
since May 1994. 1972
Vice President, Treasurer and Chief
Financial Officer of the
Company from 1972 until 1994.
Richard N. Grubb(1) 48 Vice President, Treasurer and Chief
Financial Officer of the 1994
Company since May 1994. Has been
associated with the
Company in various capacities for over
20 years.
Eliyahu Hurvitz 62 President and Chief Executive Officer,
Teva Pharmaceutical 1994
Industries Ltd. for more than the past
five years.
Gerald Paul 46 Vice President of the Company since
1993. 1993
President - Vishay Electronic
Components, Europe since
January 1994. Managing Director since
January 1991 of
Draloric Electronic GmbH, a subsidiary
of the Company.
Employed by Draloric since February
1978.
<PAGE> 9
Edward B. Shils 79 Consultant; Ph.D.; Director - Wharton
Entrepreneurial Center 1981
(2)(3)(4)(5) and George W. Taylor Professor
Emeritus of Entrepreneurial
Studies, The Wharton School,
University of Pennsylvania;
Director, Conston Corp. from 1987 to
1990.
Luella B. Slaner 75 Investor for more than the past five
years. 1989
Mark I. Solomon 55 Chairman of CMS Companies for more
than the past five years. 1993
(2)(3)(4)(5)
Jean-Claude Tine 76 Investor for more than the past five
years. 1988
</TABLE>
_____________________
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Employee Stock Plan Committee.
(4) Member of the Compensation Committee.
(5) Member of the Stock Option Committee.
<PAGE> 10
Compensation of Directors
Directors who received annual compensation for their services
as Directors are Dr. Shils and Messrs. Brana, Hurvitz, Solomon
and Tine who each received $2,500 for each Board meeting
attended. In addition, Dr. Shils and Mr. Solomon received $2,500
for each Audit Committee and each Compensation Committee meeting
attended. Directors who are also employees of the Company do not
receive any compensation for their role as Directors and are
compensated as other executive officers and key management as
described under "Compensation Committee and Employee Stock Plan
Committee Report on Executive Compensation -- Executive Officers
and Key Management". In October 1994, the Company awarded five
outside Directors, Dr. Shils, and Messrs. Brana, Solomon, Tine
and Hurvitz, a one-time grant of $45,000 in cash. The grant was
awarded to show the Company's appreciation for the unique role
and service provided by these outside Directors in contributing
to the Company's ongoing growth and success.
Mr. Eden is counsel to the Company and receives fees for his
services in amounts that management believes are comparable to
those that the Company would pay to unaffiliated attorneys for
such services. Mr. Eden received fees in the amount of $291,600
from Vishay for the year ended December 31, 1994.
Committees of the Board of
Directors and Meeting Attendance
The Board of Directors met four times during the twelve
months ended December 31, 1994. The Executive Committee met once
during the same period. The Executive Committee is authorized to
exercise all functions of the Board of Directors in the intervals
between meetings of the Board of Directors to the extent
permitted by Delaware law.
The Audit Committee met twice during the twelve months ended
December 31, 1994. The functions of the Audit Committee include
recommending independent auditors to the Board of Directors,
reviewing with the independent auditors the scope and results of
the auditing engagement, reviewing the independence of the
auditors, considering the range of audit and non-audit fees and
reviewing the adequacy of the Company's systems of internal
accounting controls.
The Employee Stock Plan Committee met once during the twelve
months ended December 31, 1994. The Employee Stock Plan
Committee is authorized, within the limits of the 1986 stock
plans of the Company and its subsidiary, Dale Electronics, Inc.
(the "Stock Plans"), to determine the individuals who are to
receive grants and the vesting requirements with respect to the
Stock Plans and to administer and interpret the Stock Plans.
<PAGE> 11
The Compensation Committee met twice during the twelve months
ended December 31, 1994. The Compensation Committee is
authorized to establish and approve management compensation. See
"Compensation Committee and Employee Stock Plan Committee Report
on Executive Compensation".
The Board does not have a nominating committee.
No Director attended less than 75% of the meetings of the
Board and any committees on which such Director served except for
Mr. Brana who attended 50% of the meetings of the Board.
Compensation Committee Interlocks and
Insider Participation
The two members of the Employee Stock Plan Committee and the
Stock Option Committee are Dr. Shils and Mr. Solomon, who are
independent Directors of the Company and who also may not be
awarded Common Stock under the Stock Plans and the Stock Option
Program. Dr. Shils and Mr. Solomon are also the two members of
the Compensation Committee.
Compensation of Executive Officers
The following table sets forth all reportable compensation
for the fiscal years ended December 31, 1994, 1993 and 1992
awarded or paid to the Chief Executive Officer and the
individuals who, in fiscal 1994, were the other four highest paid
executive officers of the Company (collectively the "Five Named
Officers").
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation
Long Term Compensation
- ------------------------------------
- --------------------------------
Restricted
Name and Capacities
Other Annual Stock Options/ LTIP All Other
in Which Served Year Salary Bonus(1)
Compensation Awards $ SARs (#) Payouts Compensation
- -------------------- ---- ------ --------
- ------------ ---------- -------- ------- ------------
<S> <C> <C> <C> <C>
<C> <C> <C> <C>
Felix Zandman 1994 $ 600,000 $ 600,000
(2) None None None $3,000(3)
Chairman of the Board, President
and Chief 1993 $ 600,000 $ 341,479
(2) None None None $4,717(3)
Executive Officer 1992 $ 642,052 None
(2) None None None $4,577(3)
Donald G. Alfson 1994 $ 164,231 $ 185,250(4)
(2) None None None $3,000(3)
Director, Vice President,
President of Vishay 1993 $ 153,461 $ 164,750(4)
(2) None None None $4,717(3)
Electronics Components, 1992 $ 133,846 $ 156,525(4)
(2) None None None $4,577(3)
U.S. and Asia
Richard N. Grubb(5) 1994 $ 160,000 $ 112,100
(2) None None None None
Director, Vice President,
Treasurer and 1993 -- --
- -- -- -- -- --
Chief Financial Officer 1992 -- --
- -- -- -- -- --
<PAGE> 12
Henry V. Landau 1994 $ 132,500 $156,296
(2) None None None $7,944(6)
Vice President of the Company; 1993 $ 127,500 $116,461
(2) None None None $7,645(6)
President and Chief Executive 1992 $ 122,500 $136,952(4)
(2) None None None $7,347(6)
Officer of Measurements Group,
Inc., a subsidiary of the
Company
Gerald Paul(7) 1994 $ 246,800 $80,450(4)
(2) None None None None
Director, Vice President, 1993 $ 216,400 $55,800(4)
(2) None None None None
President of Vishay 1992 $ 205,777 $6,012(4)
(2) None None None None
Electronic Components, Europe,
and Managing Director-Draloric
Electronic GmbH,
a subsidiary of the Company
</TABLE>
(1) See "Compensation Committee and Employee Stock Plan
Committee Report on Executive Compensation", which
describes performance-based bonuses awarded to the Five
Named Officers.
(2) The Company has concluded that the aggregate amount of
perquisites and other personal benefits paid in such
period did not exceed the lesser of 10% of such officer's
total annual salary and bonus for each of 1994, 1993
and 1992, respectively, or $50,000. Such perquisites have
not been included in the table.
(3) Represents amounts contributed in 1994, 1993, and 1992
under the Company's 401(k) plan under which the Company
matches, up to the annual federally mandated prescribed
maximum amounts, an employee's contributions of up to 2% of
such employee's annual salary.
(4) Includes awards of unrestricted Common Stock at the market
value of such Common Stock when awarded. The value of
such awards of Common Stock in 1994 were as follows: Mr.
Alfson - $35,250; and Dr. Paul - $35,250.
(5) Mr. Grubb became an executive officer of the Company during
1994. The amount listed under his 1994 salary combines
amounts paid to him as an employee of the Company and as a
consultant. Mr. Grubb received consulting fees of $220,000
and $177,000 for 1993 and 1992, respectively, which
management believes were amounts comparable to those which
the Company would have paid to unaffiliated consultants for
such services.
(6) Contributed for the benefit of Mr. Landau under a qualified
money purchase pension plan established for certain
employees of Measurements Group, Inc. Mr. Landau is the
only executive officer or Director of the Company to
receive benefits under such plan.
(7) Amounts are paid in foreign currency and converted into
U.S. dollars at the weighted average exchange rate for each
12-month period.
Retirement Plans
Dale Electronics, Inc., a wholly owned subsidiary of the
Company ("Dale"), maintains a defined benefit plan for
substantially all of its U.S. full-time employees. The benefits
under the plan are based on the employees' compensation and
mandatory contributions to the plan during all years of
<PAGE> 13
participation. For each year of participation, an employee
accrues an annual benefit equal to 2.1% of earnings up to $10,000
and 2.64% of earnings in excess of $10,000. The plan requires a
mandatory contribution by the employee equal to 3.5% of earnings
up to $10,000 and 4.4% of earnings in excess of $10,000, up to
the maximum allowable federal limit. Mr. Alfson is the only
executive officer or Director of the Company to participate in
the plan. In 1994, Mr. Alfson contributed $6,510 to the plan and
Dale contributed $4,623. The estimated annual benefit payable
upon Mr. Alfson's retirement at age 65, assuming Mr. Alfson (i)
continues to be employed by the Company, (ii) continues to earn
the same compensation he earned in 1994 and (iii) makes all
mandatory contributions to the plan, would be $110,929.
Draloric Electronic GmbH, a German subsidiary of the Company
("Draloric"), has a noncontributory defined benefit pension plan
governed under German law covering its management and executive
employees. The pension benefit is 15% of accrued premiums paid by
the employer, plus earnings on plan assets; each annual premium
is 5.5% of annual salary and bonus of up to DM 24,000 ($14,801*).
The estimated annual benefit payable upon Dr. Paul's retirement
at age 65 is DM 14,527 ($8,959.00). Dr. Paul also has an
individual contractual pension arrangement with Draloric that
will pay an annual benefit upon retirement at age 65 based on his
years of service (up to 25) and average salary and bonus in the
highest 3 of his final 10 years of employment ("final average
compensation"). This pension is reduced by the amount of the
pension benefit described above. The following table shows the
annual pension payable at age 65 based on years of service and
level of final average compensation. At December 31, 1994, Dr.
Paul had 17 years of service.
* All U.S. dollar amounts relating to Dr. Paul's retirement
plans, including those listed on the following chart, have
been converted at the weighted exchange rate for 12 months
ended December 31, 1994.
Pensionable
Years of Service
Final Average
Compensation* 20 25
100% of pensionable
income in 1994 ($230,294) $80,603 $92,118
110% of pensionable
income in 1994 ($253,324) $88,663 $101,329
120% of pensionable
income in 1994 ($276,353) $96,724 $110,541
* 1994 amount as determined by German actuaries, and amounts
equal to 110% and 120% of 1994 amounts.
<PAGE> 14
Compensation Committee and Employee Stock Plan Committee Report
on Executive Compensation
The Compensation Committee of the Board of Directors,
comprised of two independent Directors, is responsible for
establishing and approving the compensation and benefits provided
to the Chief Executive Officer and the other executive officers
and key management of the Company. The Employee Stock Plan
Committee of the Board of Directors, comprised of two independent
Directors, recommends awards under the Stock Plans and whether
such stock should be restricted.
The Company's executive officers and key management generally
receive a base salary and a performance-based annual cash and/or
stock (restricted and unrestricted) bonus. This compensation
formula is designed to attract and retain management talent
capable of achieving the Company's business objectives, while
motivating management to lead the Company to meet or exceed
annual performance goals, thereby enhancing stockholder value.
At December 31, 1994, the Company did not maintain any stock
option plans. (The Stock Plans described above are award plans,
not option plans.) On March 3, 1995, the Board of Directors
approved a stock option program (the "Stock Option Program") for
certain selected individuals, including the Chief Executive
Officer, which is now being submitted for stockholder approval.
See "Proposal 2 -- Approval of 1995 Stock Option Program."
Chief Executive Officer
Dr. Zandman's compensation is determined under the terms of
his employment contract (see "Employment Contract") and under a
performance-based compensation plan for the Chief Executive
Officer (the "162(m) Cash Bonus Plan") recommended by the
Compensation Committee and approved by the Company's stockholders
in 1994.
Dr. Zandman's base salary is determined primarily by
considering (i) the Company's financial performance in view of
the performance of companies similar in size and character, (ii)
the compensation of officers of companies similar in size and
character, including some of the companies listed as peer group
companies, (iii) Dr. Zandman's many years of dedication and
service to the Company and (iv) the Company's financial
performance in comparison to previous years. For 1995, Dr.
Zandman's base salary has been increased from $600,000 to
$850,000. In addition to taking into account the foregoing
factors, this increase reflects the fact that with an
increasingly important component of the Company's business
represented by its Israeli operations, the Chief Executive
Officer must spend considerably more time in Israel, requiring
him to incur the costs of maintaining two residences. The
increase in base salary is intended, in part, to provide
additional funds to maintain these residences.
<PAGE> 15
Under the 162(m) Cash Bonus Plan, the Chief Executive
Officer's performance bonus has been structured so that Dr.
Zandman's aggregate annual compensation will depend in large part
on the annual after-tax profits of the Company. The Compensation
Committee has focused in recent years particularly on the net
earnings of the Company because the Committee believes net
earnings to be a strong gauge of the growth and success of the
Company. From 1990 through 1994 Vishay's net earnings grew by
approximately 154%. In 1994, Vishay realized record net
earnings, of $58,947,000, which reflected a 34% increase over
1993's net earnings.
Under the formula approved by the Compensation Committee for
1995, which is identical to that implemented in 1994, Dr.
Zandman will be awarded a cash performance bonus if the Company
achieves after-tax profits above $25 million. The bonus will be
a cash amount equal to 3% of net after-tax profits from $25
million to $50 million and 1% of net after-tax profits from $50
million to $75 million. No additional bonus will be awarded for
any after-tax profits above $75 million. Applying this formula,
the cash bonus has been capped at $1,000,000 for 1995. If,
however, the Company's after-tax profits are $21 million or less,
Dr. Zandman's base salary shall be reduced by 15%. The
Compensation Committee set these after-tax profit targets by
considering the Company's historical growth and setting
thresholds in relation thereto that it believes will allow the
Chief Executive Officer to earn a base salary at or above the
median for surveyed companies with an opportunity to attain
levels generally higher than those of Chief Executive Officers
for surveyed companies if Vishay achieves certain after-tax
profits. This formula may only be adjusted or waived by the
Board of Directors upon recommendation of the Compensation
Committee following each fiscal year.
Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code ("Section
162(m)") limits to $1 million the annual tax deduction for
compensation paid to the Chief Executive Officer and any of the
four highest paid other executive officers unless certain
requirements for performance-based compensation are met. The
Compensation Committee considered these requirements and designed
the 162(m) Cash Bonus Plan of the Chief Executive Officer and the
Stock Option Program accordingly, although the changes required
to the already existing performance bonus plan for the Chief
Executive Officer were minimal. The Committee currently intends
to continue to comply with the requirements of Section 162(m) but
reserves the right to alter the 162(m) Cash Bonus Plan and the
Stock Option Program if doing so would be in the best interests
of the Company and its stockholders.
<PAGE> 16
Executive Officers and Key Management
For the other executive officers and certain key management
of Vishay, base salaries are set annually essentially by
considering the average compensation of similarly situated
officers of companies similar in size and character including
some of the companies listed as peer group companies.
Performance bonuses are also awarded annually to these
individuals. For those executive officers who manage discrete
business units of the Company, such as Messrs. Alfson and Landau
and Dr. Paul, the bonus is tied to preset after-tax profit goals
of the business unit that such executive officer manages. For
personnel who work out of the Company's headquarters, such as Mr.
Grubb, the performance bonus is based upon the after-tax profits
of the Company as a whole, as described more fully below. Such
bonuses may be awarded in cash and/or in Common Stock of the
Company. The Common Stock is available through the Stock Plans.
The final amount of any award may be adjusted by Dr. Zandman, at
his discretion, and the portion of each bonus paid in cash and
the portion awarded in stock is also determined by Dr. Zandman
upon recommendation from the Employee Stock Plan Committee. The
base salaries and performance bonuses are structured to balance
the Company's desire to give the executive officers and key
management the incentive to maximize the after-tax profits of the
discrete business units and the Company as a whole with optimum
fiscal efficiency. Accordingly, base salaries are set at or
below the median for the surveyed companies, with an opportunity
for total compensation at or above the median when after-tax
profit targets are met.
In 1994 the Compensation Committee revised the compensation
formula for those key personnel working out of the Company's
headquarters to make the total compensation of these officers and
management more dependent on the Company's after-tax profits.
Under the formula approved for 1995, which is identical to that
approved in 1994, these key personnel will be entitled to
performance bonuses if the Company achieves after-tax profits
above $25 million. The bonus will be an amount in cash or the
Company's Common Stock equal to 0.4% of net after-tax profits
from $25 million to $50 million and 0.133% of net after-tax
profits from $50 million to $75 million. Except at Dr. Zandman's
discretion, no additional bonus will be awarded for any after-tax
profits above $75 million. If, however, the Company's after-tax
profits are $21 million or less, the individual's base salary may
be reduced by up to 7.5%.
Respectfully submitted,
The Compensation The Employee Stock Plan
Committee Committee
Edward B. Shils Edward B. Shils
Mark I. Solomon Mark I. Solomon
<PAGE> 17
Employment Contract
On March 15, 1985, the Company and Dr. Zandman entered into
a long-term employment agreement. The agreement, which was for
an initial term of seven years, provides for automatic annual
extensions through 1996 of such seven-year period. The agreement
also provides that the Board of Directors may increase Dr.
Zandman's compensation from time to time as it deems advisable,
subject to certain parameters, including a required comparison
every three years of Dr. Zandman's compensation to that of
officers of companies of similar size and character. Dr.
Zandman's compensation under the agreement may not be less than
$250,000 per year. The agreement may terminate prior to its
expiration date in the event of death, disability or cause. In
the event that the agreement is terminated other than as a result
of death, disability, cause or pursuant to voluntary termination
by Dr. Zandman, or as a result of a breach of the agreement by
the Company, Dr. Zandman will be entitled to a royalty from the
date of such termination or breach to the later to occur of (i)
the tenth anniversary of such date or (ii) Dr. Zandman's 75th
birthday based on the gross sales by the Company of products
incorporating any inventions made by Dr. Zandman after the date
of the agreement. The amount of such royalty, payable quarterly,
shall be equal to 5% of the gross sales, less returns and
allowances, for each such year of products of the Company that
incorporate Dr. Zandman's inventions after the date of the
agreement.
Performance Graph
The line graph below compares the cumulative total
shareholder return on the Company's Common Stock over a 5-year
period with the return on the Standard & Poor's 500 Stock Index
and with the return on a peer group of companies selected by
Westergaard Research Corp. utilizing BRIDGE Information Systems,
Inc. Network I275 industry grouping. The peer group is made up
of 24 publicly-held manufacturers of semiconductors, capacitors,
resistors and other electronic components, including the
Company.(1) The return of each peer issuer has been weighted
according to the respective issuer's stock market capitalization.
The line graph assumes that $100 had been invested at December
31, 1989 and assumes that all dividends were reinvested.
<PAGE> 18
TOTAL RETURN TO SHAREHOLDER
Dollars
375 |-----------------------------------------
| | | | | | $
| | | | | | |
350 | | | | | | |
| | | | | | |
| | | | | | |
325 | | | | | | |
| | | | | | |
| | | | | | |
300 | | | | | | |
| | | | | | |
| | | | | | |
275 | | | | | | |
| | | | | | |
| | | | | $ |
250 | | | | | | |
| | | | $ | @
| | | | | | |
225 | | | | | | |
| | | | | | |
| | | | | | |
200 | | | | | | |
| | | | | | |
| | | | | | |
175 | | | | | | |
| | | | | @ |
| | | | | | &
150 | | | | | | |
| | | | & & |
| | | & | | |
125 | | | | | | |
| | | $ @ | |
| | @ | | | |
100 | $&@ | @ | | |
| | & | | | |
| | $ | | | |
75 | | | | | | |
| | | | | | |
| | | | | | |
50 |----------------------------------------|
| | | | | |
Years 1989 1990 1991 1992 1993 1994
$ = VISHAY & = S&P 500 INDEX @ = PEER GROUP
INTERTECHNOLOGY
- ----------------------------------------------------------------
1989 1990 1991 1992 1993 1994
- -----------------------------------------------------------------
Vishay
Intertechnology,
Inc $100.00 $ 86.47 $116.73 $232.37 $251.14 $367.87
S&P 500 $100.00 $ 96.89 $126.42 $136.05 $149.76 $151.74
Peer Group (1)$100.00 $103.70 $100.78 $124.76 $174.62 $239.09
<PAGE> 19
(1) Advanced Micro Devices, Inc., Alpha Industries, American
Annuity Group, American Technical Ceramics Corp., Analog
Devices, Inc., Appian Technology Inc., CTS Corp., Cypress
Semiconductor Corp., Dallas Semiconductor Corporation,
Dense-Pac Microsystems Inc., Diodes Inc., Electronic
Associates Inc., International Rectifier Corporation,
Jetronic Industries Inc., Kyocera Corp., LSI Logic
Corporation, M/A Com Inc., National Semiconductor
Corporation, Semtech Corp., Solitron Devices Inc., Texas
Instruments Incorporated, Unitrode Corporation, Varian
Associates Inc., Vishay Intertechnology, Inc.
PROPOSAL 2 - APPROVAL OF 1995 STOCK OPTION PROGRAM
On March 3, 1995, the Board of Directors authorized, subject
to stockholder approval, a stock option program that would
provide specified individuals believed to be key to the success
of the Company with a one time grant of options to purchase
shares of the Company's Common Stock at various exercise prices.
The purpose of the program is to enhance the long-term
performance of the Company and to provide selected individuals an
incentive to remain in the service of the Company by acquiring an
additional proprietary interest in the success of the Company.
Under the program, options have been granted as follows:
1995 STOCK OPTION PROGRAM
Name and Position Number of Options*
Felix Zandman, Chairman of the Board, President
and Chief Executive Officer of the Company 252,000
Donald Alfson, Vice President of the Company,
President Vishay Electronic Components, U.S.
and Asia 63,000
Avi D. Eden, Director and General Counsel of
the Company 63,000
Richard N. Grubb, Vice President, Treasurer and
Chief Financial Officer of the Company 63,000
Gerald Paul, Vice President of the Company,
President Vishay Electronic Components, Europe 63,000
Abraham Inbar, Vice President of the Company,
President, Vishay Israel, a subsidiary
of the Company 22,050
* The number of Options have been adjusted to take into
account the 5% stock dividend paid on March 31, 1995.
<PAGE> 20
The options are valid until March 1, 2000, with one-third
exercisable at $53 (the closing market price of the Company's
Common Stock on March 3, 1995, the date of issuance, adjusted for
the 5% stock dividend paid on March 31, 1995), one third
exercisable at $66 2/3 and one-third exercisable at $95 1/4 per
share.
The Stock Option Program will be administered by a committee
of the Board of Directors, which shall consist of Messrs. Shils
and Solomon, who are not eligible to participate in the program,
are not employees of the Company, are "disinterested" directors
within the meaning of Rule 16b-3 of the Exchange Act and are
"outside directors" within the meaning of Section 162(m) of the
Internal Revenue Code. The members of the committee shall be
appointed by, and serve at the pleasure of, the Board of
Directors.
The Committee shall have the authority (a) to exercise all
of the powers granted to it under the Stock Option Program, (b)
to construe, interpret and implement the program, (c) to
prescribe, amend and rescind rules and regulations relating to
the program, including rules governing its own operations, (d) to
make all determinations necessary or advisable in administering
the program and (e) to correct any defect, supply any omission
and reconcile any inconsistency in the program.
Prior to March 1, 1998, no option may be exercised upon less
than six months advance notice. In addition, the right to
exercise any option expires and terminates immediately if the
recipient is terminated from the Company's services for cause or
voluntarily leaves the Company. If a recipient leaves Vishay for
any reason other than cause or voluntary termination, then
options may be exercised by that recipient after 24 months have
elapsed from the date of termination, provided the recipient
adheres to a non-competition agreement. If such recipient fails
to comply, his options expire and terminate immediately. Any of
these foregoing provisions, however, may be waived at the
discretion of the Stock Option Committee.
Section 162(m) limits to $1 million the annual tax deduction
for compensation paid to a publicly-traded company's Chief
Executive Officer and any of the four highest paid other
executive officers, subject to certain exceptions, including an
exception for stockholder-approved performance-based compensation
programs. In order for income realized under the Stock Option
Program to be so qualified, the proposed tax regulations issued
in December 1993, which have not been finalized and are subject
to change, require that the material terms of the Stock Option
Program be approved by stockholders. In addition, stockholder
approval of the Stock Option Program is required under Rule 16b-3
of the Exchange Act and by the New York Stock Exchange.
Accordingly, there will be presented at the Annual Meeting a
proposal to approve the adoption of the Stock Option Program.
Upon receipt of stockholder approval, the Company intends to file
a Registration Statement on Form S-8 with the Securities and
Exchange Commission relating to the shares of Common Stock
underlying the options.
<PAGE> 21
Federal Income Tax Consequences of Stock Option Program
There are generally no Federal tax consequences either to
the recipient or to the Company upon the grant of an option. On
exercise of a stock option, the amount by which the fair market
value of the Common Stock on the date of exercise exceeds the
option exercise price will generally be taxable to the recipient
as compensation income, and will generally be deductible for tax
purposes by the Company. The disposition of shares of Common
Stock acquired upon exercise of a stock option will generally
result in a capital gain or loss for the recipient, but will have
no tax consequences for the Company.
Recommended Vote
The Board of Directors, which approved the Stock Option
Program without the participation of any individual eligible to
receive options under the program, recommends a vote FOR the
adoption of the Stock Option Program. The Stock Option Program
will not be implemented if it is not approved by the affirmative
vote of the holders of a majority of the votes cast present in
person or by proxy and voting thereon at the Annual Meeting.
PROPOSAL 3 - AMENDMENT OF COMPANY'S AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
It is proposed that the Company's Amended and Restated
Certificate of Incorporation be amended to increase the number of
shares of Common Stock, $.10 par value, which the Company is
authorized to issue, from 35,000,000 shares to 65,000,000 shares
(the "Common Stock Amendment"). Neither the holders of Common
Stock nor the holders of Class B Stock have any preemptive rights
to subscribe for additional shares of capital stock of the
Company.
The text of the resolution which is proposed to be approved
is:
RESOLVED, that the first paragraph of Article FOURTH of
the Amended and Restated Certificate of Incorporation of
the Company be amended to read as follows:
FOURTH: Section 1. Classes and Number of Shares. The
total number of shares of all classes of stock which the
Corporation shall have authority to issue is 81,000,000
shares. The classes and the aggregate number of shares of
stock of each class which the Corporation shall have
authority to issue are as follows:
(i) 65,000,000 shares of Common Stock, $0.10 par value
per share (hereinafter the "Common Stock");
<PAGE> 22
(ii) 15,000,000 shares of Class B Common Stock, $0.10
par value per share (hereinafter the "Class B Stock"); and
(iii) 1,000,000 shares of Preferred Stock, $1.00 par
value per share, which such rights, privileges,
restrictions and preferences as the Board of Directors may
authorize from time to time (hereinafter the "Preferred
Stock").
The Company at present has authorized capital stock
consisting of 35,000,000 shares of Common Stock, $.10 par value
per share, 15,000,000 shares of Class B Stock, $.10 par value per
share, and 1,000,000 shares of Preferred Stock, $1.00 par value
per share. On April 3, 1995, 22,642,122 shares of Common Stock,
3,716,058 shares of Class B Stock and no shares of Preferred
Stock were outstanding.
During 1993, the Company declared and paid a 5% stock
dividend which resulted in the issuance of 839,952 shares of
Common Stock and 170,967 shares of Class B Stock. During 1994,
the Company declared and paid a 5% stock dividend, which resulted
in the issuance of 882,817 shares of Common Stock and 178,749
shares of Class B Stock. In August 1994, the Company issued
2,788,000 shares of Common Stock through a public offering. Most
recently, on March 31, 1995, the Company declared and paid a 5%
stock dividend which resulted in the issuance of 1,078,196 shares
of Common Stock and 176,955 shares of Class B Stock.
As a result of these issuances of Common Stock, the number
of authorized, non-reserved shares of Common Stock available for
issuance by the Company in the future has been greatly reduced.
Hence, much of the flexibility with respect to possible future
stock splits, equity financings, stock-for-stock acquisitions,
stock dividends or other transactions that involve the issuance
of Common Stock of the Company gained by the 1993 amendment to
the Company's Amended and Restated Certificate of Incorporation,
which increased the authorized Common Stock of the Company from
25,000,000 shares to 35,000,000 shares, has been lost. The
proposed amendment to increase the number of authorized shares of
Common Stock, if adopted, will preserve the Company's ability to
take such actions. In particular, in light of the record highs
at which the Common Stock has recently been trading, the Board
will consider authorizing a stock split following the Annual
Meeting. The determination to authorize the stock split and its
proportions will ultimately depend upon market conditions at that
time, and is being considered to maximize stockholder value by
allowing the Common Stock to trade in a range that the Company
believes will encourage more active investment in the Common
Stock of the Company. Subject to compliance with applicable laws
and regulations, the Board of Directors in most instances could
authorize the issuance of all or part of such shares at any time
for any proper corporate purpose without further stockholder
action, although certain large issuances of shares may require
<PAGE> 23
stockholder approval to maintain the listing of the Common Stock
under New York Stock Exchange listing provisions.
If the Common Stock Amendment is adopted by the Company's
stockholders, such amendment will become effective on the date a
certificate of amendment is filed in Delaware, the Company's
state of incorporation. It is anticipated that such filing will
occur on or about May 19, 1995.
The proposed amendment will not in any way affect the
1,000,000 shares of Preferred Stock that the Company is
authorized to issue under its existing Amended and Restated
Certificate of Incorporation with such rights and preferences as
may be determined by the Board of Directors of the Company.
Although the Company does not presently intend to issue shares of
Preferred Stock, if such stock were issued, the terms could
include provisions which could have an anti-takeover effect.
The availability for issuance of the additional shares of
Common Stock and any issuance thereof, or both, could render more
difficult or discourage an attempt to obtain control of the
Company by means of a tender offer or proxy contest directed at
the Company. Thus, the amendment could be characterized as
having an anti-takeover effect.
In addition, the Company's existing Amended and Restated
Certificate of Incorporation also includes certain other
provisions (although no action is being taken with respect
thereto), which could be characterized as having an anti-takeover
effect, specifically the terms and provisions of Class B Stock.
Holders of Common Stock are entitled to one vote for each
share held. Holders of Class B Stock are entitled to ten votes
for each share held. Since the Class B Stock carries additional
voting rights, the holders of Class B Stock will be able to cause
the election of the Directors of the Company regardless of how
the holders of the Common Stock vote. The existence of the Class
B Stock may make the Company less attractive as a target for a
takeover proposal and may render more difficult or discourage a
merger proposal, proxy contest or the removal of the incumbent
directors, even if such actions were favored by the stockholders
of the Company other than the Class B stockholders. Accordingly,
the existence of the Class B Stock may deprive the holders of
Common Stock of an opportunity they might otherwise have to sell
their shares at a premium over the prevailing market price in
connection with a merger or acquisition. The Common Stock and
the Class B Stock vote together as one class on all matters
subject to stockholder approval, except that the approval of the
holders of Common Stock and of Class B Stock each voting
separately as a class, is required to authorize issuances of
additional shares of Class B Stock other than in connection with
stock splits and stock dividends. Under Delaware law and the
Company's Amended and Restated Certificate of Incorporation, the
<PAGE> 24
approval by a majority of the votes of the outstanding shares of
stock of the Company entitled to vote is required in order to
consummate certain major corporation transactions, such as
a merger or a sale of substantially all assets of the Company.
Dr. Felix Zandman and the Trust created by Mr. Alfred Slaner by
an Agreement dated January 15, 1987, currently hold a sufficient
number of shares of Class B Stock to enable them to approve or
disapprove such a transaction regardless of how shares of Common
Stock are voted.
Holders of Common Stock and Class B Stock are entitled to
receive, and share ratably on a per share basis in, dividends and
other distributions in cash, stock or property of the Company as
may be declared by the Board of Directors from time to time out
of assets or funds legally available therefor, and in
distributions upon liquidation of the Company. In the event of a
stock dividend or stock split, holders of Common Stock will
receive shares of Common Stock and holders of Class B Stock will
receive shares of Class B Stock. Neither the Common Stock nor
the Class B Stock will be split, divided or combined unless the
other is split, divided or combined equally and no shares of
Common Stock will be paid as a dividend on the outstanding shares
of Common Stock unless concurrently shares of Class B Stock are
paid as a dividend in the same ratio on the outstanding shares of
Class B Stock.
Shares of Class B Stock are convertible into shares of
Common Stock on a one-to-one basis at any time at the option of
the holder thereof. The Class B Stock is not transferable except
to the holder's spouse, certain of such holder's relatives,
certain trusts established for their benefits, corporations and
partnerships beneficially owned and controlled by such holder,
charitable organizations and such holder's estate. Upon any
transfer made in violation of those restrictions, shares of Class
B Stock will be automatically converted into shares of Common
Stock.
In order for the proposal to amend the Amended and Restated
Certificate of Incorporation of the Company to increase the
authorized Common Stock to be adopted, the affirmative vote of
the majority of the votes of the outstanding shares of Common
Stock and Class B Stock entitled to vote thereon at a meeting of
stockholders, voting together as a single class, is required.
The shares represented by the proxies solicited by the Board of
Directors of the Company will be voted as instructed on the form
of proxy or, if no direction is indicated, will be voted "FOR"
the approval of the amendment.
PROPOSAL 4 - ELECTION OF INDEPENDENT AUDITORS
<PAGE> 25
The Board of Directors recommends that the public accounting
firm of Ernst & Young LLP be appointed independent auditors of
the Company for the Company's next audited fiscal year ending
December 31, 1995. Ernst & Young LLP have been the Company's
auditors since 1968. Representatives of Ernst & Young LLP are
expected to be present at the Annual Meeting to respond to
appropriate questions from the Company's stockholders and will
have the opportunity to make a statement at the Annual Meeting if
they desire to do so.
OTHER BUSINESS
As of the date of this Proxy Statement, the only business
which the Board of Directors intends to present and knows that
others will present at the Annual Meeting is that hereinabove set
forth. If any other matter or matters are properly brought
before the Annual Meeting or any adjournment thereof, it is the
intention of the person named in the accompanying form of proxy
to vote the proxy on such matters in accordance with their
judgment on such matters.
<PAGE> 26
AVAILABILITY OF FORM 10-K
Information regarding the executive officers of the Company
is hereby incorporated by reference to the Company's most recent
Report on Form 10-K. The Company will provide to any
stockholder, upon written request and without charge, a copy of
such report, including the financial statements and schedules
thereto, as filed with the Securities and Exchange Commission.
All requests for such reports should be directed to Richard N.
Grubb, Vice President, Vishay Intertechnology, Inc., 63 Lincoln
Highway, Malvern, Pennsylvania 19355-2120, telephone number
(610) 644-1300.
PROPOSALS OF SECURITY HOLDERS
Any stockholder proposal intended to be presented at the
Company's 1996 Annual Meeting should be sent to the Company at 63
Lincoln Highway, Malvern, Pennsylvania 19355-2120 and must be
received on or prior to December 22, 1995, to be eligible for
inclusion in the Company's Proxy Statement and form of proxy to
be used in connection with the 1996 Annual Meeting.
William J. Spires
Secretary
April __, 1995
<PAGE> 27
VISHAY INTERTECHNOLOGY
1995 STOCK OPTION PROGRAM
1. Purpose
The Vishay Intertechnology 1995 Stock Option Program
(the "Program") provides for the grant of options to purchase
common stock ("Common Stock") of Vishay Intertechnology, Inc.
(the "Company") to selected individuals. The purpose of the
Program is to enhance the long-term performance of the Company
and to provide for the selected individuals an incentive to
remain in the service of the Company by acquiring a proprietary
interest in the success of the Company.
2. Administration
2.1 The Program shall be administered by a committee
(the "Committee") of the board of directors of the Company (the
"Board"), which shall consist of not less than two directors who
are not eligible for the Program and are not employees of the
Company. The members of the Committee shall be appointed by, and
serve at the pleasure of, the Board. To the extent required for
transactions under the Program to qualify for the exemptions
available under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, the members of the Committee shall be
"disinterested" within the meaning of Rule 16b-3. To the extent
required for compensation realized from awards under the Program
to be deductible by the Company pursuant to section 162(m) of the
Internal Revenue Code of 1986 (the "Code"), the members of the
Committee shall be "outside directors" within the meaning
of section 162(m).
2.2 The Committee shall have the authority (a) to
exercise all of the powers granted to it under the Program, (b)
to construe, interpret and implement the Program and any
Agreements, (c) to prescribe, amend and rescind rules and
regulations relating to the Program, including rules governing
its own operations, (d) to make all determinations necessary or
advisable in administering the Program, and (e) to correct any
defect, supply any omission and reconcile any inconsistency in
the Program.
2.3 Action of the Committee shall be taken by the vote
of a majority of its members. The determination of the Committee
on all matters relating to the Program or any Agreement shall be
final, binding and conclusive. No member of the Committee shall
be liable for any action or determination made in good faith with
respect to the Program or any award thereunder.
3. Options
3.1 Subject to Sections 3.3, 3.4 and 3.7, each
individual listed below ("Optionee") shall be granted three (3)
<PAGE> 28
stock options as of the close of business on March 3, 1995, each
such option to cover one-third (1/3) of the total number of
shares of Common Stock set forth next to the Optionee's name.
Felix Zandman 240,000 shares
Donald G. Alfson 60,000 shares
Avi D. Eden 60,000 shares
Richard N. Grubb 60,000 shares
Gerald Paul 60,000 shares
Abraham Inbar 21,000 shares
3.2 Subject to Section 3.7, of the three options
granted to each Optionee, one shall have an option exercise price
equal to the last sale price of the Common Stock on the New York
Stock Exchange on March 3, 1995 ($55.625 per share), one shall
have an option exercise price of $70 per share, and one shall
have an option exercise price of $100 per share.
3.3 The Committee in its discretion may delay the
grant of options to an Optionee under this Program to a date no
later than March 1, 1996. If the grant to an Optionee is thus
delayed, one of the three options granted to him shall, subject
to Section 3.7, have an option exercise price equal to the last
sale price of the Common Stock on the New York Stock Exchange on
the date of grant, one shall have an option exercise price equal
to the greater of $70 per share or such last sale price, and one
shall have an option exercise price equal to the greater of $100
per share or such last sale price.
3.4 The exercise of any option granted to an Optionee
under this Program is subject in its entirety to the approval of
the Program by the Company's stockholders. If such approval is
not obtained at or prior to September 1, 1995, the Program and
all such options shall terminate on such date.
3.5 Each option shall become fully vested on the date
on which the Company's stockholders approve the Program and may
thereafter be exercised as to all or any portion of the shares
subject thereto provided, however, that no exercise shall be
permitted on or before March 1, 1998 unless notice of such
exercise is given pursuant to Section 4.1 at least six months in
advance. The unexercised portion of each option shall expire and
terminate at 12:01 a.m. on March 1, 2000.
3.6 Options granted under the Program shall be
nonqualified, that is, not intended to qualify under Section 422
of the Code. Each option shall be evidenced by a written
agreement ("Agreement") which shall contain such provisions as
the Committee may deem necessary or desirable. By accepting an
option, an Optionee thereby agrees that the option shall be
subject to all of the terms and provisions of the Program and the
applicable Agreement.
<PAGE> 29
3.7 If there is any change in the outstanding shares of
Common Stock by reason of a stock dividend or distribution, stock
split-up, recapitalization, combination or exchange of shares, or
by reason of any merger, consolidation, spinoff or other
corporate reorganization in which the Company is the surviving
corporation, the number of shares subject to each outstanding
option award and the purchase price per share under each such
option shall be equitably adjusted by the Committee, whose
determination shall be final, binding and conclusive.
After any adjustment made pursuant to this Section 3.7, the
number of shares subject to each outstanding option shall
be rounded up to the nearest whole number.
4. Exercise
4.1 The exercise of any option shall require the filing
of a written notice with the Company in such manner as the
Committee shall prescribe. Payment for the shares being
purchased shall be made on the date of exercise: (a) by certified
or official bank check (or the equivalent thereof acceptable to
the Company) for the full option exercise price; or (b) by
delivery of shares of Common Stock acquired at least six months
prior to the option exercise date and having a Fair Market Value
(determined as of the exercise date) equal to all or part of the
option exercise price and a certified or official bank check (or
the equivalent thereof acceptable to the Company) for any
remaining portion of the full option exercise price; or (c) at
the discretion of the Committee and to the extent permitted by
law, by such other provision as the Committee may from time to
time prescribe.
4.2 The "Fair Market Value" of a share of Common Stock
on any day shall be the last sale price of the Common Stock on
the New York Stock Exchange or, if no reported sales take place
on the applicable date, the average of the high bid and low asked
price of the Common Stock as reported for such date or, if no
such quotation is made on such date, on the next preceding day on
which there were quotations, provided that such quotations shall
have been made within the ten (10) business days preceding the
applicable date. In the event that the Fair Market Value cannot
be thus determined, it shall be determined in good faith by the
Committee.
4.3 Promptly after receiving payment of the full option
exercise price, the Company shall, subject to the provisions of
Section 7, deliver to the Optionee, or to such other person as
may then have the right to exercise the option, a certificate for
the shares of Common Stock for which the option has been
exercised.
5. No Rights as a Stockholder
<PAGE> 30
5.1 No Optionee (or other person having the right to
exercise an option) shall have any of the rights of a stockholder
of the Company with respect to shares subject to an option until
the issuance of a stock certificate to such person for such
shares, except as otherwise provided in Section 3.7.
6. Termination
6.1 An Optionee shall be deemed to have a "termination
of service" upon ceasing to be a Director and/or executive
officer of the Company. The Committee may in its discretion
determine (a) whether any leave of absence constitutes a
termination of service for purposes of the Program and (b) the
impact, if any, of any such leave of absence on outstanding
options.
6.2 If an Optionee becomes disabled or dies while a
Director and/or executive officer of the Company, or during the
period in which the Optionee's options are exercisable pursuant
to Section 6.4, the unexercised portion of any option shall
expire and terminate on the earlier of March 1, 2000 or the third
anniversary of the Optionee's disability or death unless earlier
terminated pursuant to Section 3.4. Any exercise of an option
following an Optionee's death shall be made only by the
Optionee's executor or administrator, unless the Optionee's
will specifically disposes of such award, in which case such
exercise shall be made only by the recipient of such specific
disposition. If an Optionee's personal representative or the
recipient of a specific disposition shall be entitled to exercise
an option pursuant to the preceding sentence, such representative
or recipient shall be bound by all the terms and conditions of
the Program and the applicable Agreement which would have applied
to the Optionee.
6.3 The unexercised portion of any option shall expire
and terminate upon (a) termination of the Optionee's service by
reason of dismissal for cause or (b) voluntary termination of
service by the Optionee.
6.4 If an Optionee's service terminates for any reason
other than as provided in Sections 6.2 and 6.3 above, the
unexercised portion of any option shall expire and terminate at
12:01 a.m. on the earlier of March 1, 2000 or the last day of the
30th month after service terminates unless earlier terminated
pursuant to Section 3.4; provided, however, that if such
termination of service occurs prior to March 1, 1998, no such
option may be exercised prior to the last day of the 24th month
following such service termination. Notwithstanding the
foregoing, no option may be exercised pursuant to this Section
6.4 if the Company in its sole discretion determines that the
Optionee has, at any time during the 24-month period following
termination of service, directly or indirectly, (i) become an
employee, officer, partner, holder of an ownership interest
<PAGE> 31
(other than ownership, as a passive investor, of up to 1% of the
equity securities of a public company), agent, consultant or
director of any person or entity engaged in a business that
competes with the business of the Company, (ii) interfered in any
material respect with any contractual or business relationship of
the Company or (iii) solicited the employment of any person who
was during such 24-month period, a director, officer, partner,
employee, agent or consultant of the Company. For purposes of
this Section 6.4, the term "the Company" shall include the
Company and its affiliates and direct and indirect subsidiaries.
7. Restrictions
7.1 If the Committee shall at any time determine that
any Consent (as hereinafter defined) is necessary or desirable as
a condition of, or in connection with, the issuance of shares
under the Program or the taking of any other action thereunder
(each such action being hereinafter referred to as a "Program
Action"), then such Program Action shall not be taken, in whole
or in part, unless and until such Consent shall have been
effected or obtained to the full satisfaction of the Committee.
7.2 The term "Consent" as used herein with respect to
any Program Action means (a) any and all listings, registrations
or qualifications in respect thereof upon any securities exchange
or under any federal, state or local law, rule or regulation, (b)
any and all written agreements and representations by the
Optionee with respect to the disposition of shares, or with
respect to any other matter, which the Committee shall deem
necessary or desirable to comply with the terms of any such
listing, registration or qualification or to obtain an exemption
from the requirement that any such listing, qualification or
registration be made and (c) any and all consents, clearances
and approvals in respect of a Program Action by any governmental
or other regulatory bodies.
8. Nonassignability
To the extent necessary to comply with applicable
interpretations of Rule 16b-3, no option granted under the
Program shall be assignable or transferable other than by will or
by the laws of descent and distribution, and all such options
shall be exercisable during the life of the Optionee only by the
Optionee or his legal representative.
9. Right of Discharge Reserved
Nothing in the Program or in any Agreement shall confer
upon any Optionee the right to continue as an employee, Director
or executive officer of the Company or affect any right which the
Company may have to terminate such as an employee, Director or
executive officer.
<PAGE> 32
10. Amendment
The Board may amend the Program, and the Committee may
amend any outstanding Agreement, in any respect whatsoever,
except that no such amendment shall materially impair any rights
or materially increase any obligations of any Optionee under any
option without the consent of the Optionee (or, after the
Optionee's death, the person having the right to exercise the
option). An amendment shall be subject to stockholder approval
to the extent necessary for compliance with Rule 16b-3.
11. Governing Law
All rights and obligations under the Program shall be
construed and interpreted in accordance with the laws of the
State of Delaware, without giving effect to principles of
conflict of laws.
<PAGE> 33
VISHAY INTERTECHNOLOGY, INC.
Annual Meeting of Stockholders
-----------------
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Felix Zandman and Robert A.
Freece, or if only one is present, then that individual, with
full power of substitution, to vote all shares of VISHAY
INTERTECHNOLOGY, INC. (the "Company"), which the undersigned is
entitled to vote at the Company's Annual Meeting to be held
at The Wyndham Franklin Plaza, Ballroom D, 2 Franklin Plaza,
Philadelphia, Pennsylvania, on the 19th day of May, 1995 at 10:30
a.m. Philadelphia time, and at any adjournment thereof, hereby
ratifying all that said proxies or their substitutes may do by
virtue hereof, and the undersigned authorizes and instructs said
proxies to vote as follows:
1. ELECTION OF DIRECTORS: To elect the nominees for Director
below for a term of one year;
FOR all nominees listed below WITHHOLD AUTHORITY
except as marked to the contrary to vote for all nominees
below) / / listed below / /
(INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the nominee's name
in the list below.)
Felix Zandman, Donald G. Alfson, Avi D. Eden, Robert A.
Freece, Richard N. Grubb, Eliyahu Hurvitz, Gerald Paul,
Edward B. Shils, Luella B. Slaner, Mark I. Solomon,
Jean-Claude Tine
2. APPROVAL OF 1995 STOCK OPTION PLAN: To approve the adoption
of the 1995 stock option plan;
FOR / / AGAINST / / ABSTAIN / /
3. AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION: To approve the amendment of the Company's
Amended and Restated Certificate of Incorporation.
FOR / / AGAINST / / ABSTAIN / /
4. APPROVAL OF AUDITORS: To approve the appointment of Ernst &
Young LLP as auditors of the Company for the fiscal year
ended December 31, 1995;
FOR / / AGAINST / / ABSTAIN / /
<PAGE> 34
and in their discretion, upon any other matters that may properly
come before the meeting or any adjournments thereof.
(Continued and to be dated and signed on the other side.)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN
PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 4.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
Receipt of the Notice of Annual Meeting and of the Proxy
Statement and Annual Report of the Company accompanying the same
is hereby acknowledged.
Dated: ___________________, 1995
_________________________________
(Signature of Stockholder)
_________________________________
(Signature of Stockholder)
Your signature should appear the same
as your name appears herein. If
signing as attorney, executor,
administrator, trustee or guardian,
please indicate the capacity in which
signing. When signing as joint
tenants, all parties to the joint
tenancy must sign. When the proxy is
given by a corporation, it should be
signed by an authorized officer.
