Vishay Precision Group, Inc.
For the period ended Mar 25, 2024. Filed Apr 9, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 25, 2024 · Filed Apr 9, 2024
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant [X] | |||
|---|---|---|---|
| Filed by a Party other than the Registrant [ ] | |||
| Check the appropriate box: | |||
| [ ] | Preliminary Proxy Statement | [ ] | Soliciting Material Under Rule 14a-12 |
| [ ] | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
| [x] | Definitive Proxy Statement | ||
| [ ] | Definitive Additional Materials | ||
VISHAY PRECISION GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| [X] | No fee required. |
| [ ] | Fee paid previously with preliminary materials: |
| [ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Vishay Precision Group, Inc., to be held at 9:00 a.m., local time, on Wednesday, May 22, 2024. The meeting will be held in a virtual format via the Internet.
During the annual meeting, we will discuss each item of business described in the attached Notice of Annual Meeting of Stockholders and proxy statement and provide a report on Vishay Precision Group’s business operations. There will also be time for questions.
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Vishay Precision Group. We hope you will be able to attend the annual meeting. Whether or not you expect to attend the annual meeting, and regardless of the number of shares you own, it is important to us and to our business that your shares are represented and voted at the annual meeting. Therefore, you are encouraged to vote over the Internet, by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card, so that your shares will be represented and voted at the 2024 Annual Meeting. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.
Sincerely,
/s/ Saul Reibstein
Saul Reibstein
Chairman of the Board of Directors
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 22, 2024
The 2024 Annual Meeting of Stockholders of Vishay Precision Group, Inc. will be held on Wednesday, May 22, 2024 at 9:00 a.m., local time. The meeting will be held in a virtual format via the Internet. You will be able to attend the 2024 Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/VPG2024.
The meeting will be held to consider and act upon:
| 1. | The election of eight directors to hold office until the annual meeting of stockholders in 2025; |
| 2. | The ratification of the appointment of our independent registered public accounting firm for fiscal year 2024; |
| 3. | The advisory vote on executive compensation of named executive officers; and |
| 4. | Such other business as may be brought properly before the meeting. |
Our stockholders of record at the close of business on March 25, 2024 will be entitled to vote at the annual meeting or at any adjournment thereof. Whether or not you expect to attend the meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions under the heading “How do I vote my shares? Can I vote electronically?” on page 3 of this proxy statement; the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail; or, if you requested to receive printed proxy materials, your enclosed proxy card.
By Order of the Board of Directors,
/s/ William M. Clancy
William M. Clancy
Chief Financial Officer and Corporate Secretary
Malvern, Pennsylvania
Important Notice of Internet Availability of Proxy Materials for theAnnual Meeting of Stockholders to be Held on May 22, 2024. The Proxy Statement for the 2024 Annual Meeting of Stockholders and our 2023 Annual Report to Stockholders are available for view on the Investor Relations page of our website: https://ir.vpgsensors.com
TABLE OF CONTENTS
| SECTION | PAGE |
|---|---|
| About the Meeting | 1 |
| Governance of the Company | 6 |
| Director Compensation | 12 |
| Proposal One – Election of Directors | 13 |
| Report of the Audit Committee | 16 |
| Proposal Two – Ratification of Independent Registered Public Accounting Firm | 17 |
| Security Ownership of Certain Beneficial Owners and Management | 19 |
| Company Management | 22 |
| Executive Compensation | 24 |
| Report of the Compensation Committee | 31 |
| Compensation Tables | 32 |
| Certain Relationships and Related Transactions | 46 |
| Proposal Three – Advisory Vote on Executive Compensation | 47 |
| Other Matters | 52 |
| Stockholder Proposals and Nominations for 2024 Annual Meeting | 52 |
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