Proxy advisory firm backs International Rectifier's director nominees

By Lisa Kerner

Charlotte, N.C., Oct. 2 - International Rectifier Corp. said Glass, Lewis & Co. recommends the company's shareholders vote for all three of the company's nominees on Oct. 10.

Vishay Intertechnology, Inc. is seeking the election of its three independent director nominees - Ronald M. Ruzic, William T. Vinson and professor Yoram (Jerry) Wind - at the delayed 2007 annual meeting, it was previously reported.

The proxy advisory firm's report said Vishay's motive for nominating its slate "is to force a discussion regarding a potential acquisition by Vishay," International Rectifier said.

On Sept. 29, Vishay began a $23-per-share cash tender offer for the El Segundo, Calif.-based power management technology company.

International Rectifier's board believes the offer, valued at $1.7 billion, is not in the best interest of the company or its shareholders.

The offer is set to expire at midnight ET on Oct. 27.

Glass Lewis also recommended International Rectifier shareholders vote against bylaws amendments proposed by Vishay, according to an International Rectifier news release.

Vishay is proposing three amendments to the company's bylaws designed:

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

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