Vishay Precision Group, Inc. (VPG) Earnings Call Transcript & Summary

Welcome to Vishay Precision Group's 2021 Annual Shareholder Meeting. I'd now like to introduce Marc Zandman, Chairman of the Board of Directors.

Good morning, ladies and gentlemen, and welcome to the 2021 Annual Meeting of Vishay Precision Group, Inc. I am Marc Zandman, Chairman of the Board of Directors, and I will act as the chair of this meeting. Before we begin the formal portion of this meeting, I would like to provide a few introductory remarks. 2020 was truly an extraordinary year for the world. Through the challenges and uncertainty presented by the worst pandemic in more than 100 years, the VPG team demonstrated tremendous resilience and dedication as they continue their steadfast focus on our customer commitments. On behalf of our entire Board of Directors and the VPG executive team, I want to take this opportunity to thank all our employees globally whose diligent work makes VPG the trusted supplier it is to customers around the world. Although VPG in 2020 was not immune from the impacts of the pandemic, we achieved solid results for 2020, reflecting the strength of our business model and the diversity of our end markets. We continue to invest in our future growth and profitability and to execute on our long-term strategic initiatives, including the expansion of our production capacity to support the growth of our advanced sensor products, a project we expect to complete in the third quarter of this year. Our strong balance sheet, cash flow and capital allocation strategy, which served us well during the pandemic, give us a strong foundation and a confidence for the future. I now call our 2021 Annual Meeting of Stockholders officially to order. I would like to turn the meeting over to Bill Clancy, our CFO and Corporate Secretary, to cover the rest of the meeting's agenda. Bill?

Thank you, Marc. This year, we are again holding our annual meeting in an all virtual format. We appreciate your participation today. Let's begin by attending to a few formalities. I want to turn to -- your attention to today's 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. If you are a stockholder and wish to ask a question, you can submit your question at any time on the virtual meeting website. 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. 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. I would like to introduce the directors of the company, in addition to Marc Zandman, who are in attendance through remote access today: Mr. Ziv Shoshani; Ms. Janet M. Clarke; Mr. Wesley Cummins; Dr. Bruce Lerner; Mr. Saul D. Reibstein; and Mr. Timothy V. Talbert. Further, representatives of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, the company's external auditor, and Troutman Pepper Hamilton Sanders LLP, the company's counsel, are present through remote access. We also have with us today Mark Wilhelm of Troutman Pepper, who has agreed to serve as our inspector of election. Mark Wilhelm 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 88.1% of the voting power of VPG's total issued and outstanding capital 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 the meeting while all eligible matters for stockholder action are introduced. 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 duly nominated for election the following persons to serve as directors until the 2022 Annual Meeting of Stockholders: Mr. Marc Zandman; Mr. Ziv Shoshani, Ms. Janet M. Clarke; Mr. Wesley Cummins, Dr. Bruce Lerner; Mr. Saul D. Reibstein; and Mr. Timothy V. Talbert. I would like to move for the approval of the election of these nominees as directors. Is there a second?

Second.

The second item of business is the ratification of the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as the company's independent registered public accounting firm for the fiscal year ended December 31, 2021. I would like to move for such ratification. Is there a second?

Second.

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. Is there a second?

Second.

Thank you. We have now received notice -- 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. Number one, with respect to the election of the 7 persons who were nominated for the position of director to serve until the 2022 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 act, present or represented by proxy. Accordingly, the 7 nominees for directors have been duly elected. Proposal 2. With respect to the application of a selection of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as independent registered public accounting firm for the fiscal year ended December 31, 2021, 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 presented or represented by proxy and voted on this proposal. Accordingly, the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, to serve as independent registered public accountant for the fiscal year ended December 31, 2021, has been duly ratified. Proposal 3. With respect to the advisory vote on the company's current executive compensation structure, the proposal has 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 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 these minutes of the meeting. I now turn the meeting back over to Marc.

Thank you, Bill. Ladies and gentlemen, that completes the business of our 2021 Annual Meeting. I declare the meeting adjourned. I would like to thank everyone for joining us today at VPG's 2021 Annual Meeting of Stockholders. Enjoy the rest of your day.

This concludes Vishay Precision Group's 2021 Annual Shareholder Meeting. You may now disconnect.