Vishay Precision Group (VPG) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 19, 2026, to elect six directors, ratify the independent auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of March 23, 2026, are entitled to vote, with voting available online, by phone, mail, or during the meeting.

• The Board recommends voting for all director nominees, the auditor ratification, and the say-on-pay proposal.

• Two classes of stock exist: common (1 vote/share) and Class B (10 votes/share), with significant voting power concentrated among certain family trusts and individuals.

Voting matters and shareholder proposals

• Proposals include electing six directors for one-year terms, ratifying Brightman Almagor Zohar & Co. as auditor, and an advisory vote on executive compensation.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

• The Board recommends voting for all proposals.

Board of directors and corporate governance

• The Board will be reduced to six members after the meeting, all elected annually.

• A majority of directors are independent; all committees (Audit, Compensation, Nominating/Governance) are composed of independent directors.

• Board committees oversee key areas: Audit (financials, controls), Compensation (executive pay), Nominating/Governance (board composition, related party transactions).

• Board leadership is separated between the Chairman and CEO.

• Directors are expected to attend annual meetings and must meet qualifications regarding integrity, experience, and independence.