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Section 1: 8-K (8-K)

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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 16, 2019
Vishay Precision Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
1-34679
27-0986328
(State or Other Jurisdiction of
(Commission File Number)
(I.R.S. Employer Identification
Incorporation or Organization)
 
Number)

3 Great Valley Parkway, Suite 150
 
Malvern, PA
19355
(Address of Principal Executive Offices)
(Zip Code)

(484) 321-5300
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.10 par value
VPG
New York Stock Exchange
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[   ]      
Written communications pursuant to Rule 425 under the Securities Act
 
     
 
[   ]      
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
     
 
[   ]      
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
     
 
[   ]      
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
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. ¨








Item 5.07    Submission of Matters to a Vote of Security Holders

On May 16, 2019, Vishay Precision Group, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 12,486,440 shares of the Company’s common stock and 1,025,158 shares of the Company’s Class B common stock were entitled to vote as of March 26, 2019, the record date for the Annual Meeting, of which 10,907,810 were present in person or by proxy at the Annual Meeting (representing 20,076,731 total votes). Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The following is a summary of the final voting results for each matter presented to stockholders.
Proposal 1: Election of Directors

The Company’s stockholders voted to elect Janet Clarke, Wesley Cummins, Bruce Lerner, Saul Reibstein, Ziv Shoshani, Timothy Talbert and Marc Zandman to serve as directors of the Company for a one-year term expiring on the date of the Company’s 2020 Annual Meeting of Stockholders. The number of votes cast in the election of directors was as follows:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Janet Clarke
 
19,801,107

 
275,624

 
Wesley Cummins
 
19,979,829

 
96,902

 
Bruce Lerner
 
19,083,145

 
993,586

 
Saul Reibstein
 
18,103,871

 
1,972,860

 
Ziv Shoshani
 
20,018,090

 
58,641

 
Timothy Talbert
 
18,889,206

 
1,187,525

 
Marc Zandman
 
19,944,743

 
131,988

 

Proposal 2: Advisory, Non-binding Vote Related to Executive Compensation

The Company’s stockholders, on an advisory basis, voted to approve the non-binding resolution relating to executive compensation, as follows:
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
Approval of 2018 compensation of named executive officers
 
19,879,669
 
180,373
 
16,689
 








SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Vishay Precision Group, Inc.
 
 
Date: May 17, 2019
By:  
/s/ William M. Clancy
 
 
Name: William M. Clancy
 
 
Title:    Executive Vice President and Chief
 
 
Financial Officer




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