Sector: Information Technology
VISHAY INTERTECHNOLOGY INC · Meeting: May 18, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Four Class II Directors to Hold Office Until the 2029 Annual Meeting of Stockholders
Cody has served since 2018 and brings relevant M&A and technology experience; VSH's 3-year total return of +57.6% outperforms the peer group median of +54.3% by +3.3 percentage points, well below the 65-point underperformance threshold required to trigger a vote against, and no other policy flags apply, though the board has waived the mandatory retirement age of 75 for him, which is disclosed and within permitted governance practice.
Ludomirski has served since 2003 and brings venture capital and high-tech investment experience; VSH's 3-year TSR outperforms peers by +3.3 percentage points, no underperformance trigger fires, and no other policy flags apply.
Malvisi joined in 2023, which is within the 24-month new-director exemption window from the TSR trigger, and he brings strong audit and financial expertise as a former senior Deloitte partner serving as Audit Committee Chair and designated financial expert.
Zilberman has served since 2017 and brings relevant electronics industry and multinational CEO experience; VSH's 3-year TSR outperforms peers by +3.3 percentage points, no underperformance trigger fires, and no other policy flags apply.
All four Class II nominees pass the TSR underperformance screen — VSH's 3-year price return of +57.6% exceeds the compensation peer group median of +54.3% by approximately 3 percentage points, far below the 65-percentage-point threshold required to trigger a vote against any director. Malvisi is exempt from the TSR test as a director who joined within the past 24 months. No overboarding, attendance, independence, or familial-relationship flags apply to any nominee. The board's age-waiver for Cody (age 76) is disclosed and within permitted practice. Vote FOR all four nominees.
CEO
Joel Smejkal
Total Comp
$10,335,059
Prior Support
98%%
CEO Joel Smejkal received total compensation of approximately $10.3 million in 2025, which is within a reasonable range for a CEO of a $6.5 billion information technology company and does not trigger the individual CEO threshold concern. The pay program has a sound structure: at least half of executive equity is in the form of performance stock awards tied to relative total shareholder return versus the S&P SmallCap 600 Index over a three-year period, providing genuine pay-for-performance alignment, and cash bonuses are capped. The prior year say-on-pay vote received over 98% support, the company has a formal clawback policy, and VSH's 3-year stock return of +57.6% is roughly in line with its compensation peer group median of +54.3%, so above-benchmark incentive pay is not misaligned with shareholder experience.
Auditor
Deloitte & Touche LLP
Tenure
0 yrs
Audit Fees
$5,500,000
Non-Audit Fees
$1,000,000
Deloitte & Touche LLP is a brand-new engagement for fiscal year 2026, replacing Ernst & Young LLP after the audit committee ran a competitive selection process; Deloitte has zero tenure with Vishay so no long-tenure concern exists, it is a Big 4 firm appropriate for a $6.5 billion market cap company, and non-audit fees (tax fees of $600,000 plus all other fees of $100,000 plus audit-related fees of $300,000 = $1,000,000) represent approximately 18% of audit fees of $5,500,000 — well below the 50% threshold — noting that the fee data shown relates to Ernst & Young's 2025 work and not Deloitte's forthcoming engagement, but no independence or fee-ratio concern is triggered.
Meeting held May 18, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| John Malvski | 99.7% | 216.8M | 676,433 | ✓ Elected |
| Michael J. Cody | 84.4% | 183.6M | 33.9M | ✓ Elected |
| Raanan Zilberman | 84.4% | 183.6M | 33.9M | ✓ Elected |
| Dr. Abraham Ludomirski | 74.6% | 162.2M | 55.3M | ✓ Elected |
Say on Pay
For 214.4M · Against 2.6M · Abstain 511,254
Auditor Ratification
For 223.4M · Against 364,017 · Abstain 443,324
Other Proposals
Proposal 4
Approval of Amendment No. 1 to the 2023 Long-Term Incentive Plan
The 2026 Vishay Intertechnology annual meeting presents a straightforward ballot: all four Class II director nominees pass the TSR and governance screens, the newly appointed auditor Deloitte & Touche LLP raises no fee-ratio or tenure concerns, and the executive compensation program features genuine performance-based equity and received 98% shareholder support in the prior year. The only item outside standard coverage is the equity plan share increase, which falls outside current policy scope and receives no determination.
19 companies disclosed in 2026 proxy filing
