Other Information
−Removed: During the fiscal quarter ended July 1, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as
−Removed: amended) adopted or terminated
−Removed: a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
−Removed: Amendment and Restatement Agreement, dated as of May 8,
−Removed: 2023 among Vishay Intertechnology, Inc.
−Removed: and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto.
−Removed: Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed May 8, 2023 .
−Removed: Vishay Intertechnology, Inc.
−Removed: Long-Term Incentive Plan.
−Removed: Incorporated by reference to Annex A to our definitive proxy statement, dated April 4, 2023, for our 2023 Annual Meeting of Stockholders.
+Added: During the fiscal quarter ended September 30, 2023, the individual listed below serving as a director and officer (as defined in Rule 16a-1(f) of the
+Added: Exchange Act) of the Company adopted a trading arrangement for the sale of the Company’s securities as described in Item 408 of Regulation S-K of the Securities Act.
+Added: The material terms of the plan which are intended to satisfy the affirmative
+Added: defense conditions of Rule 10b5-1(c) of the Exchange Act (“Rule 10b5-1 Plan”), are as follows:
+Added: Marc Zandman , Executive Chair of the Board of Directors and Chief Business Development Officer of the Company, adopted a Rule 10b5-1 Plan on September 14, 2023 .
+Added: Under this plan, up to 69,743
+Added: shares of Vishay common stock may be sold from January 15, 2024 until the plan expires on June 30, 2024.
+Added: Indenture, dated as
+Added: of September 12, 2023, by and between Vishay Intertechnology, Inc.
+Added: and HSBC Bank USA, National Association, as Trustee.
+Added: Incorporated by reference to Exhibit 4.1 in our current report on Form 8-K filed September 12, 2023.
+Added: Form of Global Note, representing Vishay
+Added: Intertechnology, Inc.'s 2.25% Senior Convertible Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
+Added: Incorporated by reference to Exhibit 4.2 in our current report on Form 8-K filed September 12, 2023.
+Added: Form of Base Capped Call Confirmation.
+Added: Incorporated by reference to Exhibit 10.1 in our current report on Form 8-K filed September 12, 2023.
+Added: Form of Additional Capped Call Confirmation.
+Added: Incorporated by reference to Exhibit 10.2 in our current report on Form 8-K filed September 12, 2023.
Certification pursuant to Rule 13a-14(a)
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Lori Lipcaman, Chief Financial Officer.
−Removed: Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended July 1, 2023, furnished in iXBRL (Inline eXtensible Business
−Removed: Reporting Language)).
+Added: Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2023, furnished in iXBRL (Inline eXtensible
+Added: Business Reporting Language)).
Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language and contained in Exhibit 101)
7 unchanged sentences
accounting officer)
−Removed: August 9, 2023
+Added: November 8, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.