Vishay Intertechnology, Inc. (VSH) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Vishay Intertechnology, Inc. Annual Meeting. [Operator Instructions] I would now like to hand the conference over to your speaker for today, Mr. Marc Zandman, Executive Chair of the Board. Thank you. Sir, please go ahead.

Good afternoon, ladies and gentlemen, and welcome to the 2020 Annual Meeting of Vishay Intertechnology, Inc. I am Marc Zandman, Executive Chair of the Board, Chief Business Development Officer and President, Vishay Israel, and I will act as the Chair of this meeting. Before we begin the formal portion of this meeting, I would like to say a few words on the global coronavirus pandemic. First of all, I would like to express my appreciation to all the health care professionals, first responders and other essential workers around the world who are saving lives daily and fighting to contain the virus. In addition, I sincerely thank all our Vishay colleagues, and recognize the tremendous efforts being made to keep our business running smoothly during a time when we are all focused on the health, safety and well-being of ourselves, our families and those around us. On behalf of our entire Board of Directors and the Vishay Executive team, I wish to say a special thank you to our global Vishay family who continue tirelessly in a challenging work and personal environment to keep our business up and running. These are not easy times in the world, and there is increased uncertainty driven by the coronavirus. The virus has significantly impacted the global markets, including our customers, suppliers and shipping partners, which has impacted and will continue to impact our net revenues. We have significant liquidity to withstand these disruptions in the economic environment. We are prepared to react quickly and professionally to changes in demand without jeopardizing our long-term goals. This always has been our strength. We will continue to do our part to protect the health and safety of our colleagues, customers and suppliers globally. Now on to our meeting. This is the first year we are holding an annual meeting in an all virtual format. We appreciate your participation today. Let's begin by attending to a few formalities. We have adopted an agenda that will govern the order of business and the rules of order for the meeting. Copies of the agenda and the rules are available on the virtual meeting site. We ask that participants abide by these rules. [Operator Instructions] We will post summaries of pertinent questions that comply with the rules of order and our answers to those questions on our Investor Relations website following the meeting. The polls are open, and will close after the presentation of our business matters. Stockholders may cast votes online while the polls are open. I would like to introduce the Directors of the company who are in attendance through remote access today. Dr. Gerald Paul, Mrs. Ruta Zandman, Mr. Michael Cody, Dr. Abraham Ludomirski, Mr. Ronald Ruzic, Mr. Ziv Shoshani, Mr. Timothy Talbert, Mr. Jeffrey Vanneste, Mr. Thomas Wertheimer, and Mr. Raanan Zilberman. I would like to take the opportunity to sincerely thank Ron Ruzic, who has decided to retire after 11 years of service on the Board of Directors of Vishay. I am grateful for his invaluable contributions and advice he shared with me and the Board. Ron, you are a true professional and a gentleman. I am certain we will keep in touch, and I wish you all the best in your future ventures. Further, representatives of Ernst & Young, the company's external auditor; and Pepper Hamilton, the company's counsel, are present through remote access. We also have with us today Mr. Michael O'Sullivan, our Senior Vice President and Corporate General Counsel, who has agreed to serve as our inspector of election. I now call our 2020 Annual Meeting of Stockholders officially to order. Mr. O'Sullivan will act as the inspector of election, and he has taken the oath of office as required by law. I have been informed by the Inspector that proxies representing 94.57% of the total votes eligible to be cast at the meeting by Vishay's total issued and outstanding common stock and Class B common stock entitled to vote have been received, and that a quorum is present at this meeting, authorizing the conduct of business. The polls will continue to be open at this meeting while all eligible matters of stockholder action are introduced. Each of the Director candidates has been duly nominated, and each of the other matters to be voted on at this meeting as listed in the order of business are considered to have been already moved and seconded and open to a stockholder vote. First, we will proceed to move each of the proposals for a vote. Following the balloting, we will present the voting results. The first item of business is the election of Directors. The Board has nominated the following persons to serve as Class II Directors until the 2023 Annual Meeting of Stockholders: Mr. Michael Cody; Dr. Abraham Ludomirski; Mr. Raanan Zilberman. The Board has nominated the following person to serve as a Class III Director until the 2021 Annual Meeting of Stockholders: Mr. Jeffrey Vanneste. I would like to move for the approval of the election of these nominees as Directors. [Voting]

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, 2020. I would like to move for such ratification. [Voting]

The third item of business is the advisory vote on the executive compensation structure. I would like to move for the approval on an advisory basis of the company's current executive compensation structure. [Voting]

We have not received notice of any other business to be presented at this meeting. The polls are now closed. I will now share with you the preliminary voting tabulation. Any votes that were cast at the meeting have not yet been included in this preliminary voting tabulation, but they will be included in the final report of the inspector of elections and in our published voting results. With respect to the election of the 3 persons who were nominated for the position of Director to serve until the 2023 Annual Meeting of Stockholders, and the one person who was nominated for the position of Director to serve until the 2021 Annual Meeting of Stockholders, each has been elected by a plurality of the votes of the shares of common stock and Class B common stock voting together as a single class present or represented by proxy. Accordingly, the 4 nominees for Directors have been duly elected. With respect to the ratification of the selection of Ernst & Young as independent registered public accounting firm for the fiscal year ending December 31, 2020, the proposal has passed with the affirmative vote of a majority of the votes of the shares of common stock and Class B common stock voting together as a single class, present or represented by proxy, and voted on this proposal. Accordingly, the appointment of Ernst & Young to serve as independent registered public accountant for the fiscal year ending December 31, 2020, has been duly ratified. With respect to the advisory vote on the company's current executive compensation structure, the proposal has been passed on an advisory basis with the affirmative vote of a majority of the votes of the shares of common stock and Class B common stock, voting together as a single class present or represented by proxy and voted on this proposal. Accordingly, the company's current executive compensation structure has been duly approved on an advisory basis. We will post the details of all of these matters on our Investor Relations website and file a Form 8-K with the Securities and Exchange Commission to report these results. The final report of the inspector of elections will be added to the minutes of this meeting. Ladies and gentlemen, that completes the business of our 2020 Annual Meeting. I declare the meeting adjourned. I would like to thank everyone for joining us today at Vishay's 2020 Annual Meeting of Stockholders. Enjoy the rest of your day.