Proxy advisory firm in favor of International Rectifier's director nominees, against Vishay's proposals

By Lisa Kerner

Charlotte, N.C., Oct. 3 - Egan-Jones Proxy Services is recommending International Rectifier Corp. shareholders vote for the company's three director nominees on Oct. 10, according to an International Rectifier news release.

Vishay Intertechnology Inc. is seeking the election of Ronald M. Ruzic, William T. Vinson and professor Yoram (Jerry) Wind at International Rectifier's delayed 2007 annual meeting of stockholders, it was previously reported.

Egan-Jones was "unpersuaded that the dissidents' nominees would bring objectivity to the board, as it appears that Vishay has mounted the current contest with the objective of pursuing an acquisition of the company," the release said.

International Rectifier said the proxy advisory firm also recommended shareholders vote against proposed bylaws amendments put forth by Vishay.

Vishay wants International Rectifier's stockholders to vote in favor of three amendments to the company's bylaws:

• To ensure that the 2008 annual meeting to elect class II directors is held no later than Dec. 21;

• To prevent International Rectifier's directors from serving beyond their three-year terms without stockholder approval; and

• To prevent International Rectifier from adjourning its 2007 annual meeting without the approval of a majority of stockholders present or represented by proxy at the meeting.

"Vishay's proposals seeking to amend the company's bylaws are intended to pressure the board to accept Vishay's $23.00 per share proposal," Egan-Jones added.

On Sept. 29, a Vishay subsidiary began a cash tender offer for International Rectifier, an El Segundo, Calif., power management technology company. Vishay said the offer ends at midnight ET on Oct. 27.

Vishay is a Malvern, Pa.-based manufacturer of discrete semiconductors and passive electronic components.

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