Item 5. Other Information
Item 5.
Other Information
During the fiscal quarter ended September 28, 2024, the
individual listed below serving as a director and officer (as defined in Rule 16a-1(f) of the 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. The material terms of the plan which are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (“Rule 10b5-1 Plan”), are as follows:
●
Marc Zandman , Executive Chairman of the Board of Directors and Chief Business Development Officer of the Company , adopted a Rule 10b5-1 Plan on September 7, 2024 . Under this plan, the following shares may be sold:
(i)
the number of shares of common stock acquired as a result of the vesting on January 1, 2025 of the Restricted Stock Units previously acquired by Mr.
Zandman, net of any portion of such shares which are surrendered to the Company or sold to cover withholding taxes; and
(ii)
the number of shares of common stock, if any, acquired as a result of the vesting in February 2025 of the Performance-Based Restricted Units previously acquired by Mr. Zandman,
net of any portion of such shares which are surrendered to the Company or sold to cover withholding taxes.
Item 6.
Exhibits
4.1
Second
Supplemental Indenture, dated as of October 29, 2024, by and between Vishay Intertechnology, Inc. and HSBC Bank USA, N.A., as Trustee.
4.2
First Supplemental Indenture, dated as
of October 29, 2024, by and between Vishay Intertechnology, Inc. and HSBC Bank USA, N.A. as Trustee.
10.1
First Amendment to
the Amended and Restated Agreement, dated as of August 15, 2024, among Vishay Intertechnology, Inc. and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto, Incorporated by reference to Exhibit 10.1
to our Current Report on Form 8-K, filed August 15, 2024.
31.1
Certification pursuant to Rule
13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Joel Smejkal, Chief Executive Officer.
31.2
Certification pursuant to Rule
13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - David E. McConnell, Chief Financial Officer.
32.1
Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Joel Smejkal, Chief Executive Officer.
32.2
Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – David E. McConnell, Chief Financial Officer.
101
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended September 28, 2024, furnished in iXBRL (Inline eXtensible
Business Reporting Language)).
104
Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language and contained in Exhibit 101)
____________
50
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VISHAY INTERTECHNOLOGY, INC.
/s/ David E. McConnell
David E. McConnell
Executive Vice President and Chief Financial Officer
(as a duly authorized officer and principal financial officer)
/s/ David L. Tomlinson
David L. Tomlinson
Senior Vice President - Chief Accounting Officer
(as a duly authorized officer and principal accounting officer)
Date: November 6, 2024
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.