Vishay Intertechnology (VSH) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 20, 2025, with stockholders able to participate and vote online using a control number.

• Key proposals include electing three directors, ratifying the independent auditor, an advisory vote on executive compensation, and a vote on the frequency of future say-on-pay votes.

• The Board recommends voting for all director nominees, for the auditor ratification, for the executive compensation, and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals: election of three directors (terms expiring 2028), ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay (Board recommends annual).

• Each share of common stock has one vote; each Class B share has ten votes.

• Stockholders of record as of March 24, 2025, are entitled to vote.

Board of directors and corporate governance

• Board is staggered into three classes; three Class I directors are up for election.

• Board committees (Audit, Compensation, Nominating & Corporate Governance, Executive, Equity Award) are composed entirely of independent directors, except the Executive Committee.

• Board leadership is separated between Executive Chairman and CEO; independent directors meet in executive sessions.

• Board met eight times in 2024; all directors attended at least 75% of meetings.

• Stock ownership guidelines require non-employee directors to own shares equal to five times their annual cash retainer.

• Board diversity: 27% women, 18% ethnically diverse, and a mix of tenures and ages.