928298AR9 Filings — Vishay Intertechnology, Inc. - FilingSpy
928298AR9
Vishay Intertechnology, Inc.
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A maker of the tiny electronic components found inside nearly every device, Vishay produces MOSFETs, diodes, resistors, inductors, and capacitors used in cars, computers, industrial gear, and medical equipment. Founded in 1962 by physicist Dr. Felix Zandman, the company was named after his family's ancestral village in Lithuania, chosen in memory of relatives lost in the Holocaust. Zandman survived by hiding for months beneath a Polish family's home, where his uncle taught him mathematics.
Vishay Intertechnology announces conversion period for 2.25% convertible senior notes due 2030
The conversion option is available from July 5, 2026 to the close of business on October 3, 2026.
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On July 6, 2026, Vishay Intertechnology, Inc. notified holders of its 2.25% convertible senior notes due 2030 that the notes are convertible during the calendar quarter ending October 3, 2026.
The notes became convertible because the last reported sale price of Vishay's common stock exceeded 130% of the conversion price for at least 20 trading days in the 30-trading-day period ending July 4, 2026.
The conversion rate is 33.1609 shares of common stock per $1,000 principal amount, equivalent to a conversion price of approximately $30.16 per share.
The notes are convertible into cash up to the aggregate principal amount, with any excess conversion obligation settled in cash, shares, or a combination at the company's election.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Vishay Intertechnology prices $750M common stock offering at $50 per share
On June 29, 2026, Vishay Intertechnology entered into an underwriting agreement with J.P. Morgan Securities LLC to sell 15,000,000 shares of common stock at $50.00 per share.
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The underwriters exercised in full a 30-day option to purchase an additional 2,250,000 shares, bringing total gross proceeds to approximately $862.5 million.
Net proceeds are expected to be approximately $830.3 million, to be used to accelerate growth initiatives, for general corporate purposes, and to reduce borrowings under its senior secured credit facility.
The offering is expected to close on July 1, 2026, subject to customary closing conditions.
J.P. Morgan acted as lead book-running manager, with Needham & Company, Oppenheimer & Co., Raymond James, TD Cowen, and Truist Securities as additional book-running managers.
1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits
At the May 18, 2026 annual meeting, Vishay stockholders approved Amendment No. 1 to the 2023 Long-Term Incentive Plan, increasing available shares by 6.0 million to approximately 12.0 million.
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The amendment extends the plan term by about 3 years to the tenth anniversary of board approval and clarifies automatic exercise of expiring options applies only to vested exercisable options.
Stockholders elected four directors to hold office until the 2029 annual meeting: Michael J. Cody, Dr. Abraham Ludomirski, John Malvisi, and Raanan Zilberman.
Stockholders ratified Deloitte & Touche LLP as independent auditor for 2026 and approved, on an advisory basis, executive compensation.
Vishay declared a quarterly cash dividend of $0.10 per share on common and Class B common stock, payable June 29, 2026 to holders of record June 18, 2026.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Vishay Intertechnology sets 2026 base salaries for certain officers.
On February 25, 2026, the Compensation Committee set 2026 base salaries for seven officers, including Marc Zandman at approximately $1,360,000 (paid in Israeli shekels) and Joel Smejkal at $1,060,488.
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Other 2026 base salaries include David McConnell at $490,970, Roy Shoshani at $711,524, Michael O'Sullivan at $478,826, Peter Henrici at $461,687, and David Tomlinson at $399,558.
The Compensation Committee increased the minimum target annual cash bonus opportunity for Michael O'Sullivan and David Tomlinson to 55% beginning in 2026.
No other minimum target annual cash bonus opportunities were adjusted.
The report was filed on February 25, 2026, and signed by David L. Tomlinson, Senior Vice President – Chief Accounting Officer.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Vishay declares $0.10 quarterly dividend payable March 26, 2026
On February 12, 2026, Vishay Intertechnology's Board of Directors declared a quarterly cash dividend of $0.10 per share on common stock and Class B common stock.
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The dividend is payable on March 26, 2026 to stockholders of record at the close of business on March 12, 2026.
The announcement was made via a press release dated February 12, 2026, attached as Exhibit 99.1 to the Form 8-K.
Future dividends remain subject to Board approval, as noted in the press release.
The report was filed under Item 8.01 (Other Events) to disclose the dividend declaration.
8.01 Other Events · 9.01 Financial Statements and Exhibits