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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Vishay Precision Group Inc | NYSE:VPG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.26 | 0.77% | 34.06 | 34.37 | 33.92 | 34.37 | 37,509 | 22:30:00 |
Filed by the Registrant [X]
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Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
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[ ]
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Preliminary Proxy Statement
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[ ]
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Soliciting Material Under Rule 14a-12
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[ ]
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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[ ]
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Definitive Additional Materials
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VISHAY PRECISION GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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1.
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The election of seven directors to hold office until the annual meeting of stockholders in 2019;
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2.
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The ratification of the appointment of our independent registered public accounting firm for fiscal year 2018;
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3.
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The advisory vote on executive compensation of named executive officers; and
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4.
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Such other business as may be brought properly before the meeting.
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on May 17, 2018. The Proxy Statement for the 2018 Annual Meeting of Stockholders and our 2017 Annual Report to Stockholders are available for view on the Investor Relations page of our website: http://www.vpgsensors.com |
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SECTION
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PAGE
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About the Meeting
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1
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Governance of the Company
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5
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Director Compensation
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11
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Proposal One – Election of Directors
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12
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Report of the Audit Committee
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15
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Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm
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16
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Security Ownership of Certain Beneficial Owners and Management
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18
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Executive Compensation
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21
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Report of the Compensation Committee
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30
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Compensation Tables
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31
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Proposal Three – Advisory Vote on Executive Compensation
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40
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Certain Relationships and Related Transactions
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41
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Other Matters
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43
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Availability of Annual Report and Form 10-K to Stockholders
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43
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Stockholder Proposals and Nominations for 2019 Annual Meeting
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43
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•
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FOR
the election of seven directors to hold office for terms of one year or until their successors are duly elected and qualified (see Proposal One);
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•
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FOR
the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending
December 31, 2018
(see Proposal Two);
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•
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FOR
the approval, on an advisory basis, of the compensation for our named executive officers (see Proposal Three); and
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•
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for or against any other matters that come before the
2018
Annual Meeting, as the proxy holders deem advisable.
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•
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Proposal One
. The election of seven directors to hold office for terms of one year, or until their successors are duly elected and qualified, requires a plurality of the votes cast with respect to each directorship.
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Proposal Two
. The ratification of the appointment of Ernst & Young LLP as VPG’s independent registered public accounting firm for the year ending
December 31, 2018
requires the affirmative vote of a majority of the votes cast on Proposal Two.
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Proposal Three
. The advisory approval of our executive compensation requires the affirmative vote of a majority of the votes cast on Proposal Three.
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Other Matters
. Aside from the three proposals above, we are not aware of any other matter to be presented at the
2018
Annual Meeting.
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•
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On the Internet
. You can vote over the Internet at
www.proxyvote.com
, 24 hours a day, seven days a week, by following the instructions on your proxy card. You will need the 12-digit control number included on your proxy card.
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Over the Phone
. You can vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week, and following the instructions on your proxy card.
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By Mail.
If you requested a copy of our proxy materials by mail, you may complete, sign and mail your enclosed proxy card to Vote Processing, c/o Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY 11717.
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In Person
. You may vote by written ballot at the annual meeting.
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sign, and timely return, another proxy card bearing a later date;
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provide written notice of the revocation to VPG’s Corporate Secretary; or
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attend the annual meeting and vote in person.
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•
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Review of our performance, strategies, and major decisions;
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Oversight of our compliance with legal and regulatory requirements and the integrity of our financial statements;
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Oversight of management, including review of the CEO’s performance and succession planning for key management roles; and
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Oversight of compensation for the CEO, key executives and the Board, as well as oversight of compensation policies and programs for all employees.
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•
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Corporate Governance Principles
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Code of Business Conduct and Ethics
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Code of Ethics Applicable to the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer or Controller
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•
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Audit Committee Charter
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Nominating and Corporate Governance Committee Charter
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•
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Compensation Committee Charter
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The Audit Committee reviews our policies and guidelines with respect to risk assessment and risk management, including our major financial risk exposures, and oversees the steps management has taken to monitor and control those exposures.
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The Compensation Committee considers risk issues when establishing and administering our compensation programs for executive officers and other key personnel.
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The Nominating and Corporate Governance Committee oversees corporate governance risks, including matters relating to the composition and organization of the Board and recommends to the Board how its effectiveness can be improved by changes in its composition and organization.
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Nominating &
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Corporate
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Governance
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Compensation
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Audit Committee
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Committee
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Committee
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Marc Zandman
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—
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—
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—
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Janet Clarke
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*
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—
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**
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Wesley Cummins
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—
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—
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—
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Bruce Lerner
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—
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—
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—
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Saul Reibstein
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**
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*
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*
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Ziv Shoshani
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—
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—
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—
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Timothy Talbert
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*
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**
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*
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Cary Wood
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—
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*
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—
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No. of meetings during 2017
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8
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5
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9
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*
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– Member
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**
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– Chair
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•
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be persons of integrity and sound ethical character;
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be able to represent all stockholders fairly;
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have no interests that materially conflict with those of VPG and its stockholders;
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have demonstrated professional achievement;
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have meaningful management, advisory or policy making experience;
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have a general appreciation of the major business issues facing VPG; and
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have adequate time to devote to serve on the Board.
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Stock
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Awards
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Name
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Fees Paid
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(1)
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Total
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Janet Clarke
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$
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33,750
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$
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54,387
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$
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88,137
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Wesley Cummins
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$
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20,385
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$
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46,196
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$
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66,581
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Bruce Lerner
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$
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20,385
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$
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46,196
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$
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66,581
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Saul Reibstein
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$
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37,500
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$
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54,387
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$
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91,887
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Timothy Talbert
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$
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33,750
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$
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54,387
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$
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88,137
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Cary Wood
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$
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33,750
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$
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54,387
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$
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88,137
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Marc Zandman (2)
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$
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75,000
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$
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54,387
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$
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129,387
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(1)
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The amounts presented in the table represent the aggregate grant-date fair value of the RSUs computed in accordance with FASB ASC Topic 718 and the assumptions as set forth in Note 10 of our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on March 15, 2018.
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(2)
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Non-Executive Chairman of the Board.
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Name
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Age
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Director Since
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Janet Clarke
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65
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2016
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Wesley Cummins
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40
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2017
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Bruce Lerner
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52
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2017
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Saul Reibstein
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69
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2010
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Ziv Shoshani
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51
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2009
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Timothy Talbert
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71
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2010
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Cary Wood
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51
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2016
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Marc Zandman (1)
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56
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2010
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(1)
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Non-Executive Chairman of the Board.
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2017
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2016
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Audit fees
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$
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1,982,000
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$
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1,894,000
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Audit-related fees
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-
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-
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Tax fees
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18,000
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98,000
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All other fees
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19,000
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2,000
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Total fees
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$
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2,019,000
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$
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1,994,000
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____________________
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Common Stock
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Class B Common Stock
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Right to
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Acquire
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Restricted
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Ownership
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Stock Units
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Under
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Scheduled
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Options
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to vest
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Exercisable
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Shares of
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within 60
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within 60
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Percent
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Shares
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Percent of
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Voting
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Name
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Stock (1)
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days
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days
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of Class
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of Stock
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Class
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Power (2)
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Directors and Named Executive Officers
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Marc Zandman
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22,893
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3,099
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-
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*
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615,593
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(3)
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60.0
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%
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27.3
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%
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Ziv Shoshani
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151,599
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-
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-
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1.2%
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615,487
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(4)
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60.0
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%
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27.8
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%
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Saul V. Reibstein
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13,177
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3,099
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-
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*
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-
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Timothy V. Talbert
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13,248
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3,099
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-
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*
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-
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Cary Wood
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3,535
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3,099
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-
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*
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-
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Janet Clarke
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3,427
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3,099
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-
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*
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-
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Bruce Lerner
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-
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2,588
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-
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*
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-
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Wesley Cummins
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-
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2,588
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-
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*
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-
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William M. Clancy
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29,160
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-
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-
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*
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-
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Roland B. Desilets
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-
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-
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-
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-
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All Directors and Executive Officers
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as a group (10 Persons)
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237,039
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20,671
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-
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2.1
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%
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615,593
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60.0
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%
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28.3
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%
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c/o Vishay Precision Group, Inc.
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3 Great Valley Parkway, Suite 150
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Malvern, PA 19355
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Mrs. Ruta Zandman
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3,010
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(5)
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*
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787,096
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(6)
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76.8
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%
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34.7
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%
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c/o Vishay Intertechnology, Inc.
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63 Lancaster Avenue
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Malvern, PA 19355
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Nokomis Capital, L.L.C. (7)
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1,944,030
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15.6
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%
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8.6
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%
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2305 Cedar Springs Rd. , Suite 420
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Dallas, TX 75201
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Dimensional Fund Advisors LP (8)
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1,036,815
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8.3
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%
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4.6
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%
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Palisades West, Building One
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6300 Bee Cave Road
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Austin, TX 78746
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BlackRock Inc. (9)
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876,345
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7.1
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%
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3.9
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%
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55 East 52
nd
Street
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New York, NY 10022
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Eugenia A. Ames (10)
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91,161
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8.9
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%
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4.0
|
%
|
|
c/o Mr. Leroy Rachlin
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Janney Montgomery Scott
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780 Route 37 West, Suite 130
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Toms River, NJ 08755
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|
|||
Deborah S. Larkin
|
|
|
|
|
|
|
|
|
|
|
59,016
|
|
5.8
|
%
|
|
|
2.6
|
%
|
|
c/o Mr. Bruce Auerbach
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
World Financial Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
270 Madison Avenue, Suite 1503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
New York, NY 10016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Barbara J. Winslow
|
|
|
|
|
|
|
|
|
|
|
51,873
|
|
5.1
|
%
|
|
|
2.3
|
%
|
|
90 Eighth Avenue, Apt. 8B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Brooklyn, NY 11213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Represents less than 1% of the outstanding shares of such class or the total voting power, as the case may be.
|
(1)
|
In addition to the amounts shown, each share of Class B common stock held by such holder, if applicable, may be converted into one share of common stock upon the election of such holder.
|
(2)
|
The percentage of total voting power represents voting power with respect to all shares of common stock and Class B common stock, as a single class, calculated on the basis of 10 votes per share of Class B common stock and one vote per share of common stock.
|
(3)
|
Includes 615,487 shares of Class B common stock held in a family trust, of which Mrs. Ruta Zandman, Mr. Marc Zandman, and Mr. Ziv Shoshani are co-trustees and have shared voting power; 53 shares of Class B common stock directly owned by Mr. Zandman; and 53 shares of Class B common stock owned by Mr. Zandman’s child.
|
(4)
|
Includes 615,487 shares of Class B common stock held in a family trust, of which Mrs. Ruta Zandman, Mr. Marc Zandman, and Mr. Ziv Shoshani are co-trustees and have shared voting power.
|
(5)
|
Includes 3,010 shares of common stock held by the estate of Dr. Felix Zandman, of which Ruta Zandman is the named executrix, and as such, exercises sole voting control.
|
(6)
|
Includes 615,487 shares of Class B common stock held in a family trust, of which Mrs. Ruta Zandman, Mr. Marc Zandman, and Mr. Ziv Shoshani are co-trustees and have shared voting power. Pursuant to the family trust, each of Mrs. Zandman and Messrs. Zandman and Shoshani is required to cause shares controlled by the trust to be voted in support of the election of Mr. Zandman and Mr. Shoshani as directors of the Company. Additionally, includes 171,609 shares of Class B common stock held by third parties that are subject to a voting agreement pursuant to which Mrs. Zandman, may direct voting of such shares, to the extent that, and in the same manner as, a majority of shares of Class B Common Stock held by Mrs. Zandman, Dr. Zandman’s estate, and their respective “permitted transferees” (as such term is defined in the Company’s amended and restated certificate of incorporation) are voted on such matter.
|
(7)
|
Based on information provided in a Schedule 13D/A filed on July 28, 2017 by Nokomis Capital, L.L.C. According to the Schedule 13D/A, Nokomis Capital, L.L.C. and Brett Hendrickson share the power to vote and to dispose of 1,944,030 shares of common stock.
|
(8)
|
Based on information provided in a Schedule 13G/A filed on February 9, 2018 by Dimensional Fund Advisors LP. According to the Schedule 13G/A, Dimensional Fund Advisors LP, in its capacity as an investment advisor, may be deemed to have the sole power to vote or to direct the vote with respect to 1.003,880 shares of common stock and may also be deemed to have the sole power to dispose of 1,036,815 shares of common stock.
|
(9)
|
Based on information provided in a Schedule 13G/A filed on January 23, 2018 by BlackRock, Inc. According to the Schedule 13G/A, BlackRock, Inc. may be deemed to have sole power to vote or direct the vote with respect to 861,625 shares of common stock and may also be deemed to have the sole power to dispose or direct the disposition with respect to 876,345 shares of common stock.
|
(10)
|
Includes 91,161 shares of Class B common stock that are subject to a voting agreement pursuant to which Mrs. Ruta Zandman may direct the voting of such shares.
|
•
|
providing a meaningful portion of total compensation in the form of equity incentives that are earned over multiple years (to encourage an appropriately long-term focus); and
|
•
|
capping annual cash bonuses for named executive officers at 200% of base salary for Mr. Shoshani and at 80% of base salary for Mr. Clancy and Mr. Desilets (to provide appropriate balance between short- and long-term objectives).
|
•
|
Base salary;
|
•
|
Annual performance bonus (payable in cash); and
|
•
|
Annual long-term equity incentive compensation (payable in RSUs).
|
|
|
2017
|
|||
Executive
|
|
Base Salary
|
|||
Ziv Shoshani
|
|
|
|
|
|
President and Chief Executive Officer
|
|
$
|
566,701
|
(1)
|
|
William M. Clancy
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
340,000
|
|
|
Roland B. Desilets
|
|
|
|
|
|
Vice President, General Counsel and Secretary
|
|
|
275,000
|
|
(1)
|
Pursuant to Mr. Shoshani’s employment agreement, his base salary is 2,043,750 NIS. The U.S. Dollar amount shown in the table is based on the weighted average exchange rate for 2017 of 3.6064.
|
|
|
|
Percentage of Target Performance Objective
|
|
|
|
||||||||||||
|
|
|
Achieved
|
|
Maximum
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance
|
|||
|
|
|
80% of
|
|
80—100% of
|
|
100—150% of
|
|
Bonus for
|
|||||||||
|
|
|
Target
|
|
Target
|
|
Target
|
|
Each
|
|||||||||
|
|
Performance
|
|
Performance
|
|
Performance
|
|
Performance
|
|
Performance
|
||||||||
Executive
|
|
Objective
|
|
Objective
|
|
Objective
|
|
Objective
|
|
Objective
|
||||||||
Ziv Shoshani
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and
|
|
Adjusted EBITDA
|
|
25
|
%
|
|
|
25-50
|
%
|
|
|
|
50-100
|
%
|
|
100
|
%
|
|
Chief Executive Officer
|
|
Adjusted Operating Margin
|
|
25
|
%
|
|
|
25-50
|
%
|
|
|
|
50-100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William M. Clancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Vice President
|
|
Adjusted EBITDA
|
|
13.35
|
%
|
|
|
13.35-25
|
%
|
|
|
|
25-40
|
%
|
|
40
|
%
|
|
and Chief Financial Officer
|
|
Adjusted Operating Margin
|
|
13.35
|
%
|
|
|
13.35-25
|
%
|
|
|
|
25-40
|
%
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roland B. Desilets
|
|
Adjusted EBITDA
|
|
13.35
|
%
|
|
|
13.35-20
|
%
|
|
|
|
20-40
|
%
|
|
40
|
%
|
|
Vice President, General
|
|
Adjusted Operating Margin
|
|
13.35
|
%
|
|
|
13.35-20
|
%
|
|
|
|
20-40
|
%
|
|
40
|
%
|
|
Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
All performance bonus payments set forth in this table are expressed as a percentage of the applicable executive officer’s base salary and represent the potential payments to our executive officers with respect to each performance objective.
|
•
|
On or about January 1 of each year, each executive receives an equity award, made pursuant to the 2010 Stock Incentive Program with a value equal to 150% (with respect to Mr. Shoshani), 75% (with respect to Mr. Clancy), and 30% (with respect to Mr. Desilets) of such executive’s then-base salary (the “Annual Equity Grant”). The Annual Equity Grants, which are in the form of restricted stock units (“RSUs”) of VPG, are sized based on the average closing price of VPG’s stock on the New York Stock Exchange for the five consecutive trading days immediately preceding January 1 of the year of grant.
|
•
|
75% of the Annual Equity Grant is in the form of performance-based RSUs (“PBRSUs”) which vest on the third anniversary of the date of grant, but only to the extent that performance criteria have been achieved and provided the executive remains continuously employed by us through such anniversary. The performance criteria are determined by the Compensation Committee and are based on metrics set forth in the 2010 Stock Incentive Program.
|
•
|
25% of the Annual Equity Grant is in the form of time-vested RSUs which vest on the third anniversary of the date of grant provided the executive remains continuously employed by us through such anniversary.
|
•
|
The Annual Equity grant is subject to accelerated vesting upon a change of control of the Company, an event giving rise to a severance entitlement, death or disability.
|
|
|
|
|
Performance-Based RSUs for Each Performance Objective
|
||
Executive
|
|
Time-Vested RSUs
(# of RSUs) |
|
80% of
Target (# of PBRSUs) |
|
80—100% of Target
(# of PBRSUs) |
Ziv Shoshani
|
|
9,658
|
|
7,244
|
|
7,244 - 14,488
|
William M. Clancy
|
|
2,982
|
|
2,237
|
|
2,237 - 4,474
|
Roland B. Desilets
|
|
837
|
|
628
|
|
628 -1,257
|
•
|
advanced training fund, 7.5% of base salary
|
•
|
severance fund, 8.33% of base salary
|
•
|
disability insurance, 0.9% of base salary
|
•
|
pension fund, 5.6% of base salary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Nonqualified
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan
|
|
Deferred Comp.
|
|
All Other
|
|
|
|
|||||
|
|
|
|
Salary
|
|
Bonus
|
|
Stock Awards
|
|
Option Awards
|
|
Compensation
|
|
Earnings
|
|
Comp.
|
|
|
Total
|
|||||||||
|
|
|
|
(1)
|
|
|
|
(2)
|
|
|
|
(3)
|
|
(4) (5)
|
|
(6)
|
|
|
||||||||||
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
||||||||||
Ziv Shoshani
|
|
2017
|
|
$
|
566,701
|
|
$
|
—
|
|
$
|
650,966
|
|
|
$
|
—
|
|
$
|
720,742
|
|
$
|
26,335
|
|
$
|
229,093
|
|
$
|
2,193,837
|
|
President and
|
|
2016
|
|
$
|
487,767
|
|
$
|
—
|
|
$
|
662,139
|
|
|
$
|
—
|
|
$
|
131,880
|
|
$
|
15,352
|
|
$
|
199,311
|
|
$
|
1,496,449
|
|
Chief Executive Officer
|
|
2015
|
|
$
|
481,325
|
|
$
|
—
|
|
$
|
685,601
|
|
|
$
|
—
|
|
$
|
271,756
|
|
$
|
1,411
|
|
$
|
187,774
|
|
$
|
1,627,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
William M. Clancy
|
|
2017
|
|
$
|
340,000
|
|
$
|
—
|
|
$
|
201,021
|
|
|
$
|
—
|
|
$
|
197,726
|
|
$
|
57,400
|
|
$
|
69,173
|
|
$
|
865,320
|
|
Executive Vice President and
|
|
2016
|
|
$
|
300,000
|
|
$
|
—
|
|
$
|
206,797
|
|
|
$
|
—
|
|
$
|
42,898
|
|
$
|
24,190
|
|
$
|
67,846
|
|
$
|
641,731
|
|
Chief Financial Officer
|
|
2015
|
|
$
|
300,000
|
|
$
|
—
|
|
$
|
213,940
|
|
|
$
|
—
|
|
$
|
89,131
|
|
$
|
(15,011)
|
|
$
|
68,440
|
|
$
|
656,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Roland B. Desilets
|
|
2017
|
|
$
|
275,000
|
|
$
|
—
|
|
$
|
56,448
|
|
|
$
|
—
|
|
$
|
139,900
|
|
$
|
—
|
|
$
|
32,877
|
|
$
|
504,225
|
|
Vice President,
|
|
2016
|
|
$
|
210,592
|
|
$
|
—
|
|
$
|
58,067
|
|
|
$
|
—
|
|
$
|
14,611
|
|
$
|
—
|
|
$
|
31,675
|
|
$
|
314,945
|
|
General Counsel and
|
|
2015
|
|
$
|
192,345
|
|
$
|
—
|
|
$
|
0
|
|
|
$
|
—
|
|
$
|
34,326
|
|
$
|
—
|
|
$
|
34,917
|
|
$
|
261,588
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Column (c) reflects each executive officer’s base salary. Effective April 1, 2017, Mr. Shoshani’s salary was increased to be 2,043,750 New Israeli Shekels. In 2017, the average New Israeli Shekel/U.S. Dollar exchange rate was 3.6064 NIS per U.S. Dollar.
|
|
||
(2)
|
|
Column (e) represents the grant-date fair value of RSUs granted to each executive officer in connection with the long-term equity award component of his compensation and in accordance with his employment agreement, computed in accordance with FASB ASC Topic 718 and the assumptions as set forth in Note 10 of our consolidated financial statements on Form 10-K filed on March 15, 2018, and assuming that all performance criteria are completely satisfied. For financial statement reporting purposes, the amount of compensation expense for RSUs is recognized ratably over the vesting period of the respective awards. The grant-date fair value does not necessarily reflect the value of shares actually received or which may be received in the future with respect to these awards.
|
|
||
(3)
|
|
Column (g) represents performance-based cash bonuses that our executive officers received with respect to performance in the applicable year. See “Compensation Discussion and Analysis—Compensation Components, Performance Bonus.”
|
|
||
(4)
|
|
Column (h) reflects the change in the actuarial present value of the named executive officer’s pension and other post-employment benefits under respective defined benefit retirement plans, from the plan measurement date used in preparing the prior year consolidated financial statements to the plan measurement date used in preparing the current year consolidated financial statements, determined using the same interest rate, mortality, and other actuarial assumptions used in our consolidated financial statements. See the “Pension Benefits” table herein for more information on the benefits payable to the named executive officers under their respective pension plans.
|
|
||
(5)
|
|
Each executive officer was entitled to participate, as of January 1, 2017, in the VPG non-qualified deferred compensation plan, which is substantially similar to its predecessor plan sponsored by Vishay Intertechnology at the time of the spin-off. Under the VPG non-qualified deferred compensation plan, deferred amounts are credited with earnings based on the performance of notional investment options available under the plan. No portion of the earnings credited during 2017 was “above market” or “preferential.” Consequently, no deferred compensation plan earnings are included in the amounts reported in Column (h). See the “Non-Qualified Deferred Compensation” table for more information on the benefits payable under the VPG non-qualified deferred compensation plan.
|
|
||
(6)
|
|
All other compensation includes amounts deposited on behalf of each named executive officer into VPG’s non-qualified deferred compensation plan, pursuant to the employment agreements with each named executive officer, personal use of company car, company match on 401(k) contributions, benefits generally available to employees in Israel, and other perquisites, as described herein:
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||
Ziv Shoshani
|
$
|
25,067
|
|
|
$
|
22,569
|
|
|
$
|
20,019
|
|
|
Personal use of Company car*
|
|
182,657
|
|
|
154,551
|
|
|
146,386
|
|
|
Israeli employment benefits*
|
|||
|
21,369
|
|
|
22,191
|
|
|
21,369
|
|
|
Medical and prescription drug insurance premiums
|
|||
|
$
|
229,093
|
|
|
$
|
199,311
|
|
|
$
|
187,774
|
|
|
|
|
|
|
|
|
|
|
|
||||||
William M. Clancy
|
$
|
18,085
|
|
|
$
|
21,200
|
|
|
$
|
21,200
|
|
|
Company contribution to nonqualified deferred compensation plan
|
|
15,583
|
|
|
13,303
|
|
|
13,207
|
|
|
Personal use of Company car
|
|||
|
10,800
|
|
|
10,600
|
|
|
10,600
|
|
|
Company match to 401(k) plan
|
|||
|
22,383
|
|
|
21,453
|
|
|
22,191
|
|
|
Medical and prescription drug insurance premiums
|
|||
|
2,322
|
|
|
1,290
|
|
|
1,242
|
|
|
Group Term Life imputed income
|
|||
|
$
|
69,173
|
|
|
$
|
67,846
|
|
|
$
|
68,440
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Roland B. Desilets
|
$
|
11,770
|
|
|
$
|
12,591
|
|
|
$
|
12,209
|
|
|
Personal use of Company car
|
|
10,800
|
|
|
9,149
|
|
|
8,397
|
|
|
Company match to 401(k) plan
|
|||
|
8,079
|
|
|
7,946
|
|
|
13,394
|
|
|
Medical and prescription drug insurance premiums
|
|||
|
2,228
|
|
|
1,989
|
|
|
917
|
|
|
Group Term Life imputed income
|
|||
|
$
|
32,877
|
|
|
$
|
31,675
|
|
|
$
|
34,917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date
|
||||||||||||
|
|
|
|
|
|
|
|
All Other
|
|
Fair Value of
|
||||||||||||
|
|
|
|
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
|
|
Stock Awards (3)
|
|
Stock Awards (4)
|
||||||||||||
Name
|
|
Grant Date
|
|
Threshold
($) |
|
Target
($) |
|
Maximum ($)
|
|
Threshold
(#) |
|
Target (#)
|
|
Maximum
(#) |
|
(#)
|
|
($)
|
||||
Ziv Shoshani
|
|
|
|
283,350
|
|
|
566,701
|
|
|
1,133,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/9/17
|
|
|
|
|
|
|
|
|
|
14,488
|
|
|
28,975
|
|
|
28,975
|
|
|
|
488,229
|
|
|
2/9/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,658
|
|
162,737
|
William M. Clancy
|
|
|
|
90,780
|
|
|
170,000
|
|
|
272,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/9/17
|
|
|
|
|
|
|
|
|
|
4,474
|
|
|
8,948
|
|
|
8,948
|
|
|
|
150,774
|
|
|
2/9/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,982
|
|
50,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roland B. Desilets
|
|
|
|
73,425
|
|
|
110,000
|
|
|
220,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/9/17
|
|
|
|
|
|
|
|
|
|
1,257
|
|
|
2,513
|
|
|
2,513
|
|
|
|
42,344
|
|
|
2/9/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
837
|
|
14,103
|
(1)
|
|
For 2017, Mr. Shoshani, Mr. Clancy, and Mr. Desilets were each eligible to earn an annual performance bonus based on the achievement of each of adjusted EBITDA and adjusted operating margin targets. The threshold value for each executive officer was determined assuming that each performance metric applicable to such bonus for each executive officer was satisfied at the minimum level triggering payment. An executive is not entitled to receive any bonus payment with respect to a particular performance metric if less than 80% of the performance target is achieved. Each executive officer’s performance bonus is further described under the heading “Compensation Discussion and Analysis—Compensation Components, Performance Bonus.” Performance bonuses relating to our executive officers’ 2017 performance were paid, to the extent earned, in March 2018.
|
|
||
(2)
|
|
For 2017, each of Messrs. Shoshani, Clancy, and Desilets was granted an annual long-term equity incentive award, 75% of which was in the form of performance-based RSUs which will vest on January 1, 2020, to the extent that each performance metric is achieved. The threshold figure for each executive officer was determined assuming that each performance metric applicable to such bonus for each executive officer was satisfied at the minimum level triggering vesting. An executive is not entitled to receive any vesting with respect to a particular performance metric if less than 80% of the performance metric is achieved. Each executive officer’s long-term equity award is further described under the heading “Compensation Discussion and Analysis—Compensation Components, Equity Compensation.” Long-term equity incentive awards for our executive officers for 2017 were granted on February 9, 2017.
|
|
||
(3)
|
|
For 2017, each of Messrs. Shoshani, Clancy, and Desilets was granted an annual long-term equity incentive award, 25% of which was in the form of time-vested RSUs which will vest on January 1, 2020. Each executive officer’s long-term equity award is further described under the heading “Compensation Discussion and Analysis—Compensation Components, Equity Compensation.”
|
|
||
(4)
|
|
Long-term equity incentive awards, including both time-vested and performance-based RSUs for our executive officers for 2017 were granted on February 9, 2017, and their aggregate grant date fair value was computed in accordance with FASB ASC Topic 718 and based on a stock price of $16.85 (the closing price of our Common Stock on February 9, 2017).
|
|
|
|
|
Stock Awards
|
|||
|
|
|
|
Number of
|
|
|
|
|
|
|
|
Shares or
|
|
Market Value of
|
|
|
|
|
|
Units of
|
|
Shares or Units
|
|
|
|
|
|
Stock That
|
|
of Stock That
|
|
|
|
|
|
Have Not
|
|
Have Not Vested
|
|
Name
|
|
Grant Date
|
|
Vested (#)
|
|
($) (4)
|
|
Ziv Shoshani
|
|
1/20/2015
|
|
41,202
|
(1)
|
|
1,036,230
|
|
|
1/19/2016
|
|
61,998
|
(2)
|
|
1,559,250
|
|
|
2/9/2017
|
|
38,633
|
(3)
|
|
971,620
|
|
|
|
|
|
|
|
|
William M. Clancy
|
|
1/20/2015
|
|
12,857
|
(1)
|
|
323,354
|
|
|
1/19/2016
|
|
19,363
|
(2)
|
|
486,979
|
|
|
2/9/2017
|
|
11,930
|
(3)
|
|
300,040
|
|
|
|
|
|
|
|
|
Roland B. Desilets
|
|
1/19/2016
|
|
5,437
|
(2)
|
|
136,741
|
|
|
2/9/2017
|
|
3,350
|
(3)
|
|
84,253
|
(1)
|
|
Represents annual equity incentive awards, 25% of which are in the form of time-vested RSUs which vest on January 1, 2018, subject to continued service through such date, and 75% of which are in the form of PBRSUs which vest on January 1, 2018, but only to the extent that the given performance metric is achieved and subject to continued service through such date. The number of PBRSUs presented assumes that the performance metric has been satisfied at the “maximum” level, which is 100% of target.
|
(2)
|
|
Represents annual equity incentive awards, 25% of which are in the form of time-vested RSUs which vest on January 1, 2019, subject to continued service through such date, and 75% of which are in the form of PBRSUs which vest on January 1, 2019, but only to the extent that the given performance metric is achieved and subject to continued service through such date. The number of PBRSUs presented assumes that the performance metric has been satisfied at the “maximum” level, which is 100% of target.
|
(3)
|
|
Represents annual equity incentive awards, 25% of which are in the form of time-vested RSUs which vest on January 1, 2020, subject to continued service through such date, and 75% of which are in the form of PBRSUs which vest on January 1, 2020, but only to the extent that the given performance metric is achieved and subject to continued service through such date. The number of PBRSUs presented assumes that the performance metric has been satisfied at the “maximum” level, which is 100% of target.
|
(4)
|
|
The market value is based on the closing price of our common stock on December 31, 2017, which was $25.15.
|
|
|
Stock Awards
|
||||
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
Acquired on
|
|
|
Realized on
|
|
Name
|
|
Vesting (#)
|
|
|
Vesting
|
|
(a)
|
|
(d)
|
|
|
(e)
|
|
Ziv Shoshani
|
|
6,957
|
(1)
|
|
$
|
131,487
|
|
|
5,218
|
(2)
|
|
$
|
81,923
|
|
|
|
|
|
|
|
William M. Clancy
|
|
2,529
|
(1)
|
|
$
|
47,798
|
|
|
1,783
|
(2)
|
|
$
|
27,993
|
(1)
|
|
Represents a portion of annual equity incentive awards comprised of time-vested RSUs granted to each of our executive officers in 2014. These RSUs vested on January 1, 2017.
|
(2)
|
|
Represents a portion of annual equity incentive awards comprised of performance-based RSUs granted to each of our executive officers in 2014. These PBRSUs vested on March 8, 2017.
|
|
|
|
|
Number
|
|
Present Value
|
|
|
|
|
|
|
|
|
of Years
|
|
of
|
|
|
|
|
|
|
|
|
Credited
|
|
Accumulated
|
|
Payments During
|
||
Name
|
|
Plan Name
|
|
Service
|
|
Benefit (1)
|
|
Last Fiscal Year
|
||
(a)
|
|
(b)
|
|
(#)(c)
|
|
($)(d)
|
|
($)(e)
|
||
Ziv Shoshani
|
|
Individual contractual postemployment medical arrangement (2)
|
|
n/a
|
|
$
|
155,560
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
William M. Clancy
|
|
VPG Non-qualified Retirement Plan (3)
|
|
17
|
|
$
|
452,968
|
|
$
|
-
|
(1)
|
|
These amounts have been calculated using interest rate, mortality, and other actuarial assumptions consistent with those used for financial reporting purposes set forth in Note 9 to VPG’s consolidated financial statements included in our 2017 Annual Report on Form 10-K.
|
(2)
|
|
Pursuant to Mr. Shoshani’s employment agreement, if his employment ceases on or after his attainment of age 62 (other than for cause), the Company agreed to pay healthcare premiums to cover, for their respective lifetimes, Mr. Shoshani and his spouse and his children until the age 26 up to an aggregate amount of $15,000 annually. The amount set forth in the table above represents the present value of this benefit.
|
(3)
|
|
Mr. Clancy elected to begin participating in the Vishay Non-Qualified Retirement Plan effective January 1, 2000 and subsequently transferred to the VPG Non-Qualified Retirement Plan effective January 1, 2010. The Vishay Non-Qualified Retirement Plan was frozen effective December 31, 2008, such that participants accrue no additional benefits. The VPG Non-Qualified Retirement Plan is similarly frozen.
|
|
|
Executive
|
|
Registrant
|
|
Aggregate
|
|
|
|
|
Aggregate
|
||||
|
|
Contributions
|
|
Contributions
|
|
Earnings in
|
|
Aggregate
|
|
Balance at
|
|||||
|
|
in Last Fiscal
|
|
in Last Fiscal
|
|
Last Fiscal
|
|
Withdrawals/
|
|
Last Fiscal
|
|||||
Name
|
|
Year
|
|
Year (1)
|
|
Year
|
|
Distributions
|
|
Year End
|
|||||
(a)
|
|
($)(b)
|
|
($)(c)
|
|
($)(d)
|
|
($)(e)
|
|
($)(f)
|
|||||
Ziv Shoshani
|
|
$
|
-
|
|
$
|
-
|
|
$
|
131,689
|
|
$
|
-
|
|
$
|
1,077,601
|
William M. Clancy
|
|
|
-
|
|
|
18,085
|
(2)
|
|
37,092
|
|
|
(14,738)
|
|
|
286,688
|
(1)
|
|
These amounts are included in Column (i) of the “Summary Compensation Table” as a component of “All Other Compensation.” No portion of the earnings credited during 2017 was “above market” or “preferential.” Accordingly, no amounts related to earnings on deferred compensation have been included in the “Summary Compensation Table.”
|
(2)
|
|
This amount was contributed by the Company; the Company has an on-going matching contribution obligation with respect to Mr. Clancy pursuant to the supplemental match arrangement described herein under “Compensation Discussion and Analysis—Deferred Compensation and Pension Plans.”
|
•
|
24 months of base salary continuation;
|
•
|
any earned but unpaid performance bonus for the immediately preceding calendar year;
|
•
|
the immediate vesting of all of the executive’s outstanding time-vested RSUs;
|
•
|
the executive’s outstanding PBRSUs granted on or after January 1, 2016 shall vest on their normal vesting date to the extent applicable performance criteria are realized (provided that upon a change in control, all outstanding PBRSUs would immediately vest as if the performance criteria had been satisfied at the target level);
|
•
|
a pro rata annual performance bonus (calculated based on his performance bonus target); and
|
•
|
continuation of certain health and medical benefits for three years following termination, provided that if the Executive’s employment terminates for any reason other than by the Company for "cause," after the executive attains age 62, such coverage will continue for the life of the executive.
|
•
|
18 months of base salary continuation;
|
•
|
the immediate vesting of all of the executive’s outstanding time-vested RSUs;
|
•
|
the executive’s outstanding PBRSUs granted on or after January 1, 2016 shall vest on their normal vesting date to the extent applicable performance criteria are realized (provided that upon a change in control, all outstanding PBRSUs would immediately vest as if the performance criteria had been satisfied) at the target level;
|
•
|
any earned but unpaid performance bonus for the immediately preceding calendar year;
|
•
|
a pro rata annual performance bonus (calculated based on their performance bonus targets): and
|
•
|
continuation of certain health and medical benefits for 18 months, or if earlier, the date as of which the executive is eligible to receive health insurance through another group plan.
|
|
|
Salary
Continuation |
|
Bonus
|
|
Equity grants
|
|
Medical benefit/pension
plan |
|
Non-qualified
deferred compensation |
|
|
Total
|
|||||
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
(5)
|
|
|
|
|||||
Ziv Shoshani
|
|
$
|
1,133,402
|
|
$
|
566,701
|
|
$
|
3,567,100
|
|
$
|
70,518
|
|
$
|
1,077,601
|
|
$
|
6,415,322
|
William M. Clancy
|
|
|
510,000
|
|
|
170,000
|
|
|
1,110,373
|
|
|
497,353
|
|
|
286,688
|
|
|
2,574,414
|
Roland B. Desilets
|
|
|
412,500
|
|
|
110,000
|
|
|
220,993
|
|
|
16,282
|
|
|
-
|
|
|
759,775
|
(1)
|
|
Represents two years of 2017 base salary, paid over two years, for Mr. Shoshani, and eighteen months of 2017 base salary, paid over eighteen months, for Messrs. Clancy and Desilets.
|
(2)
|
|
Represents the target performance bonus for each of our executive officers with respect to performance in 2017. Pursuant to the employment agreements with our executive officers, we are required to pay the target performance bonus for the year in which the executive officer was terminated (pro-rated based on when termination occurred).
|
(3)
|
|
Represents the value of 141.833 shares for Mr. Shoshani, 44,150 shares for Mr. Clancy and 8,787
shares for Mr. Desilets of otherwise unvested RSUs and PBRSUs (assuming all performance criteria are met), based on $25.15, the closing price of our common stock on December 31, 2017.
|
(4)
|
|
For Mr. Shoshani, this amount reflects the estimated value of three years of medical coverage for Mr. Shoshani, his spouse and his children under the age of 26, based on the value of such coverage at December 31, 2017 and assuming 10% increases in annual premiums. For Mr. Clancy, this amount reflects the present value of the balance in his VPG Non-Qualified Retirement Plan account and eighteen months of COBRA payments. For Mr. Desilets, this amount reflects eighteen months of COBRA payments.
|
(5)
|
|
Represents each executive officer’s VPG KEWAP balance as of December 31, 2017, as set forth in the “Non-Qualified Deferred Compensation Table.”
|
|
|
Salary
Continuation |
|
Bonus
|
|
Equity grants
|
|
Medical benefit/pension
plan |
|
Non-qualified
deferred compensation |
|
|
Total
|
|||||
|
|
|
|
|
|
(1)
|
|
|
|
|
|
|
|
|||||
Ziv Shoshani
|
|
$
|
-
|
|
$
|
-
|
|
$
|
3,567,100
|
|
$
|
-
|
|
$
|
-
|
|
$
|
3,567,100
|
William M. Clancy
|
|
|
-
|
|
|
-
|
|
|
1,110,373
|
|
|
-
|
|
|
-
|
|
|
1,110,373
|
Roland B. Desilets
|
|
|
-
|
|
|
-
|
|
|
220,993
|
|
|
-
|
|
|
-
|
|
|
220,993
|
(1)
|
|
Represents the value of 141.833 shares for Mr. Shoshani, 44,150 shares for Mr. Clancy and 8,787
shares for Mr. Desilets of otherwise unvested RSUs and PBRSUs (assuming all performance criteria are met), based on $25.15, the closing price of our common stock on December 31, 2017.
|
|
|
|
|
|
|
|
Number of shares of
|
|
|
Number of shares
|
|
|
|
|
common stock remaining
|
|
|
of common stock to be
|
|
Weighted average
|
|
for future issuance
|
|
|
|
issued upon exercise
|
|
exercise price of
|
|
under equity compensation
|
|
|
|
of outstanding options
|
|
outstanding options
|
|
plans (excluding shares
|
|
|
|
and rights
|
|
and rights
|
|
reflected in the first column)
|
|
Equity compensation plans approved by stockholders (1)
|
|
|
|
|
|
|
|
2010 Stock Incentive Program (2)
|
|
|
|
|
|
|
|
Restricted Stock Units
|
|
291,984
|
|
|
n/a
|
|
|
Total 2010 Stock Incentive Program
|
|
291,984
|
|
|
|
|
256,730
|
|
|
|
|
|
|
|
|
Equity compensation plans not approved by stockholders
|
|
-
|
|
|
|
|
-
|
Total equity compensation plans
|
|
291,984
|
|
|
|
|
256,730
|
(1)
|
|
Additional information about these plans is presented in Note 10 to the Company's consolidated financial statements, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
|
|
||
(2)
|
|
The 2010 Stock Incentive Program provides for the grant of stock options, restricted stock, unrestricted stock, and RSUs. Therefore, the shares available for future issuance are presented only in total for the program.
|
|
|
|
|
E43256-P04991
|
|
|
|
|
|
||
|
|
VISHAY PRECISION GROUP, INC.
|
|
|
|
|
Annual Meeting of Shareholders
|
|
|
|
|
May 17, 2018
|
|
|
|
|
This proxy is solicited by the Board of Directors
|
|
|
|
|
|
|
|
|
The undersigned hereby appoints William M. Clancy and Roland B. Desilets, and each of them acting individually, with full power of substitution, to vote all shares of common stock and Class B common stock of Vishay Precision Group, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders of Vishay Precision Group, Inc. to be held at The Desmond Hotel and Conference Center, 1 Liberty Boulevard, Malvern, PA 19355, at 9:00 a.m., local time, on Thursday, May 17, 2018, and at any postponement or adjournment thereof, hereby ratifying all that said proxies or their substitutes may do by virtue hereof, and the undersigned authorizes and instructs said proxies to vote as indicated on the reverse side.
|
|
|
|
|
|
|
|
|
|
This proxy, when properly executed, will be voted as directed, or if no direction is given, will be voted "FOR" all director nominees, and "FOR" proposals 2 and 3.
|
|
|
|
|
|
|
|
|
|
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
|
|
||
|
|
|
|
|
|
|
Address change/comments: __________________________________________________________________________________________________
|
|
|
|
|
__________________________________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
|
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
|
|
|
|
|
Continued and to be signed on reverse side
|
|
|
|
|
|
|
|
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