Vishay Intertechnology (VSH) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 18, 2026, with stockholders able to participate online using a control number.

• Four key proposals are up for vote: election of four Class II directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and approval of an amendment to the 2023 Long-Term Incentive Plan.

• Each share of common stock has one vote; each Class B share has ten votes. Class B shares are convertible and have transfer restrictions.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal One: Election of four Class II directors for terms expiring in 2029.

• Proposal Two: Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026, replacing Ernst & Young LLP after a competitive review.

• Proposal Three: Advisory vote to approve named executive officer compensation (say-on-pay).

• Proposal Four: Approval of Amendment No. 1 to the 2023 Long-Term Incentive Plan, increasing shares available by 6,000,000 and extending the plan by three years.

• Shareholder proposals for the 2027 meeting must be received by December 9, 2026.

Board of directors and corporate governance

• Board is staggered into three classes, with a minimum of three and maximum of fifteen directors.

• All Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed entirely of independent directors.

• Board leadership is separated between Executive Chairman and CEO.

• Board and committees conduct annual self-evaluations and meet regularly, with all directors attending at least 75% of meetings in 2025.

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

• Board diversity: 33% women, 22% ethnically diverse, and a mix of tenures and ages.