0001487952FALSE☐☐☐☐☐00014879522024-05-222024-05-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):      
May 22, 2024
Vishay Precision Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware1-3467927-0986328
(State or Other Jurisdiction of(Commission File Number)(I.R.S. Employer Identification
Incorporation or Organization)Number)
3 Great Valley Parkway, Suite 150
Malvern, PA
19355
(Address of Principal Executive Offices)(Zip Code)

(484) 321-5300
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.10 par valueVPGNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 5.07    Submission of Matters to a Vote of Security Holders

On May 22, 2024, Vishay Precision Group, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 12,362,918 shares of the Company’s common stock and 1,022,887 shares of the Company’s Class B common stock were entitled to vote as of March 25, 2024, the record date for the Annual Meeting, of which 11,957,431 were present in person or by proxy at the Annual Meeting (representing 20,671,159 total votes). Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The following is a summary of the final voting results for each matter presented to stockholders.
Proposal 1: Election of Directors

The Company’s stockholders voted to elect Janet Clarke, Wesley Cummins, Sejal Shah Gulati, Bruce Lerner, Saul Reibstein, Ziv Shoshani, Timothy Talbert and Marc Zandman to serve as directors of the Company for a one-year term expiring on the date of the Company’s 2025 Annual Meeting of Stockholders. The number of votes cast in the election of directors was as follows:
NomineeForWithheldBroker Non-Votes
Janet Clarke19,804,218 314,291 552,650 
Wesley Cummins16,411,351 3,707,158 552,650 
Sejal Shah Gulati19,811,408 307,101 552,650 
Bruce Lerner16,030,556 4,087,953 552,650 
Saul Reibstein16,002,630 4,115,879 552,650 
Ziv Shoshani19,709,155 409,354 552,650 
Timothy Talbert14,420,559 5,697,950 552,650 
Marc Zandman19,709,404 409,105 552,650 

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
The Company's stockholders ratified 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 year ending December 31, 2024. The number of votes cast in the ratification of the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, was as follows:
ForAgainstAbstentions
Ratification of Brightman Almagor Zohar & Co., a firm in the Deloitte global network20,663,9044,9752,280

Proposal 3: Advisory, Non-binding Vote Related to Executive Compensation
The Company’s stockholders, on an advisory basis, voted to approve the non-binding resolution relating to executive compensation, as follows:
ForAgainstAbstentionsBroker Non-Votes
Approval of compensation of named executive officers 19,639,786472,1446,579552,650








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 hereunto duly authorized.
 Vishay Precision Group, Inc.
Date: May 22, 2024By:  /s/ William M. Clancy
Name: William M. Clancy
Title:    Executive Vice President and Chief
Financial Officer



v3.24.1.1.u2
Cover
May 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 22, 2024
Entity Registrant Name Vishay Precision Group, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 1-34679
Entity Tax Identification Number 27-0986328
Entity Address, Address Line One 3 Great Valley Parkway, Suite 150
Entity Address, City or Town Malvern
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19355
City Area Code (484)
Local Phone Number 321-5300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.10 par value
Trading Symbol VPG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001487952
Amendment Flag false
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