Vishay Intertechnology, Inc. (VSH)

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Vishay Intertechnology Inc. (VSH)

May 23, 2013 9:30 am ET


Marc Zandman - Executive Chairman, Chief Business Development Officer, President of Vishay Israel Limited and Chairman of Executive Committee

Peter G. Henrici - Senior Vice President of Corporate Communications, Corporate Secretary and Treasurer

Gerald Paul - Chief Executive Officer, President, Director , Member of Executive Committee and Managing Director of Vishay


Marc Zandman

Good morning, ladies and gentlemen, and welcome to the 2013 Annual Meeting of Vishay Intertechnology, Inc. We're pleased to have you in attendance and to have this opportunity to update you on the company's operations. At this time, in accordance with our notice of meeting, the 2013 Annual Meeting of Stockholders will please come to order. I am Marc Zandman, Executive Chairman of the Board, Chief Business Development Officer and President of Vishay Israel, and I will act as the Chairman of this meeting.

I would like to introduce the other directors of the company who are in attendance today: Dr. Gerald Paul, Mrs. Ruta Zandman, Mr. Frank Maier, Mr. Wayne Rogers, Mr. Ronald Ruzic, Mr. Ziv Shoshani, Mr. Tom Wertheimer. And Dr. Abraham Ludomirski is present by telephone. In addition, Mr. Timothy V. Talbert, a new director nominee, is also in attendance. Further, representatives of Ernst & Young, the company's external auditor; and Pepper Hamilton, the company's counsel, are present. We also have with us today Mr. Charles Purser [ph] from Broadridge Financial, our inspector of election.

Mr. Peter Henrici, the Corporate Secretary, will act as the secretary of this meeting. Peter?

Peter G. Henrici

Thank you, Mr. Zandman.

At this time, I would like to review with you the format for today's meeting. The agenda and rules of conduct, which were distributed to you at the end of the meeting, set out today's agenda [indiscernible]. As indicated in the agenda and rules of conduct, we ask that you hold all questions and comments until the designated question-and-answer period. Mr. Charles Purser will act as the inspector of election, and he has taken the oath of office, as required by law. A copy of the notice of the Annual Meeting of Stockholders, together with the attached proxy statement and related materials, were posted on the designated website on April 6, 2013, and sent to certain stockholders of record as of March 28, 2013, the record date. I have an affidavit showing due notification of such proxy materials to stockholders entitled to vote. A copy of the notice and the affidavit will be attached to the records of this meeting.

Only stockholders whose names appeared on the certified list of stockholders as of the record date are entitled to vote at the meeting. According to the certified list of stockholders, there are outstanding 131,471,076 shares of common stock entitled to vote to 1 vote each; and 12,121,227 shares of Class B common stock, each of which entitles the holders to vote 10 votes with respect to each matter to be voted at this meeting. A list of stockholders entitled to vote at this meeting has been available at the company's headquarters for the past 10 days and will be open for inspection by any stockholder for the duration [ph] of this meeting.

All proxies should be filed with the inspector so that he may determine the number of shares present in person, for the purpose of a quorum. All stockholders present in person who have not filed or mailed the proxy should please give their names and number of shares held by them to the inspector.

May we now have the report of the inspector?

Unknown Executive

By the authority of the Board of Directors, I have been appointed the inspector of election. And my oath of office has been executed and will be duly filed with the minutes of this meeting.

As the inspector of this meeting, I wish to now report that there are present in person or by proxy at the meeting more than 50% of the outstanding shares of common stock of the company. Consequently, a quorum is present, as required for conducting the business at this annual meeting, and therefore, you may proceed with the meeting.

Marc Zandman

Thank you. On the basis of the report of the inspector, a quorum is in attendance and the meeting is duly convened. I would like to express my appreciation to all stockholders who returned their proxies.

There are 3 items of business to be conducted at today's meeting. Each proposal is described more fully in the company's proxy statement. First, we will proceed to move each of the proposals for a vote. Following the balloting, we will hear from the inspector on the voting results. After the formal portion of the meeting is adjourned, we will follow it with a report on the company's operations and outlook. Lastly, a Q&A session will follow the presentation.

The first item of business is the election of directors. The board has nominated the following persons to serve until the 2016 Annual Meeting of Stockholders: Dr. Gerald Paul, Mr. Frank Dieter Maier, Mr. Timothy V. Talbert and Mr. Thomas C. Wertheimer. I would like to move for the election of these nominees as directors.

The second item of business is the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013. I would like to move for such ratification.

The third item of business is the approval of the Vishay Intertechnology 2007 Stock Incentive Program as amended and restated and as further discussed and set forth in the proxy statement. I would like to move for the approval of the 2007 Stock Incentive Program.

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