Vishay Precision Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of six directors to hold office until the 2027 annual meeting.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Brightman Almagor Zohar & Co. as the Company’s independent registered public accounting firm for fiscal year 2026.

   More detail

   The proposal asks shareholders to ratify the Audit Committee’s selection of Brightman Almagor Zohar & Co. as VPG’s independent registered public accounting firm for fiscal year 2026. Management seeks ratification as a matter of good corporate governance and to provide shareholders an opportunity to voice approval of the auditor. The Audit Committee has overseen the relationship, reviewed the auditors’ independence and approved non-audit services under a pre-approval policy; Brightman Almagor Zohar & Co. has audited the company since 2019 and billed audit fees of $2,063,000 for 2025. While auditor ratification is a routine item (and not required legally), many institutional investors treat ratification as a signal about audit quality and independence. The Board recommends voting FOR because the Audit Committee concluded the auditor’s performance and independence were satisfactory, the firm is familiar with VPG’s operations and international accounting considerations, and pre-approval controls are in place to manage non-audit services. Potential considerations for investors include auditor tenure and concentration of fees, but the Audit Committee concluded non-audit fees did not impair independence and pre-approval policies were followed.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests an advisory (non-binding) approval of the company's executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks shareholder endorsement to validate its pay philosophy that ties compensation to both short-term and long-term performance through annual cash bonuses and multi-year performance- and time-vested RSUs. The Compensation Committee points to prior high shareholder support (over 99% in 2025) and to program features that mitigate excessive risk (caps on bonuses, multi-year vesting, performance metrics like adjusted EBITDA, adjusted operating margin, cumulative adjusted net earnings and cumulative adjusted free cash) as justification for the recommendation. Investors should evaluate whether the performance targets are sufficiently rigorous and transparent, whether equity grants and bonus caps align with peers, and how the company's recent performance (notably adjusted EBITDA and adjusted operating margin below 80% thresholds in 2025 resulting in no cash bonuses) validates or challenges the compensation structure. The Board recommends voting FOR, noting it will consider stockholder feedback though the vote is non-binding.

Upcoming shareholder meetings at Vishay Precision Group Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Vishay Precision Group Inc 2026 annual meeting?

Vishay Precision Group Inc (VPG) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Vishay Precision Group Inc 2026 meeting?

The record date for the Vishay Precision Group Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vishay Precision Group Inc's 2026 meeting?

The board is presenting 6 director nominees at the Vishay Precision Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vishay Precision Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Vishay Precision Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.