Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers

A listing of the changes reflected in the 2023 Plan is summarized below:

•	increase the number of shares available for issuance under the 2023 Plan by 6.0 million shares from approximately 6.0 million shares to approximately 12.0 million shares;
•	extend the term of the 2023 Plan by approximately 3 years to the tenth anniversary of the approval of the amendment by our Board of Directors; and
•	clarify that the 2023 Plan's feature for automatic exercise of expiring stock options only applies to the extent the relevant option is then vested and exercisable.

The foregoing description is qualified in its entirety by reference to the 2023 Plan, which is incorporated herein by reference to Annex A to Vishay's proxy statement, dated April 8, 2026, for its 2026 Annual Meeting of Stockholders.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

Vishay held its Annual Meeting of Stockholders on May 18, 2026. At the Annual Meeting of Stockholders, Vishay's stockholders elected four directors to hold office until the 2029 annual meeting, ratified the appointment of Deloitte & Touche LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2026, voted on an advisory basis to approve Vishay's executive compensation, and voted to approve Amendment No. 1 to the 2023 Long-Term Incentive Plan.

Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes.

The results of the votes of stockholders on each matter set forth at the Annual Meeting are as follows:

		For				Withheld				Broker Non-Votes
Michael J. Cody
Common stock			70,195,520				33,678,479				6,793,734
Class B common stock			11,340,267				18,021				-
Total voting power			183,598,190				33,858,689				6,793,734
Dr. Abraham Ludomirski
Common Stock			48,751,033				55,122,966				6,793,734
Class B common stock			11,340,267				18,021				-
Total voting power			162,153,703				55,303,176				6,793,734
John Malvisi
Common stock			103,197,566				676,433				6,793,734
Class B common stock			11,358,288				-				-
Total voting power			216,780,446				676,433				6,793,734
Raanan Zilberman
Common stock			70,202,596				33,671,403				6,793,734
Class B common stock			11,340,267				18,021				-
Total voting power			183,605,266				33,851,613				6,793,734

 

Advisory Vote on Executive Compensation

		For				Against				Abstain				Broker Non-Votes
Common stock			100,779,649				2,583,096				511,254				6,793,734
Class B common stock			11,358,288				-				-				-
Total voting power			214,362,529				2,583,096				511,254				6,793,734

Approval of Amendment No. 1 to the 2023 Long-Term Incentive Plan

		For				Against				Abstain				Broker Non-Votes
Common stock			97,074,915				6,302,036				497,048				6,793,734
Class B common stock			11,358,288				-				-				-
Total voting power			210,657,795				6,302,036				497,048				6,793,734