International Rectifier preliminary results show Vishay director candidates rejected

By Jennifer Chiou

New York, Oct. 10 - International Rectifier Corp. announced that, based on the preliminary results from its delayed 2007 annual meeting, shareholders have re-elected all three of the company's nominees to the board of directors: Jack O. Vance, Thomas Lacey and Mary B. Cranston.

According to a company news release, the three were chosen over the dissident slate of candidates nominated by Vishay Intertechnology, Inc. As already reported, Vishay was seeking the election of Ronald M. Ruzic, William T. Vinson and professor Yoram (Jerry) Wind.

In addition, shareholders voted to ratify the company's appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for fiscal year 2008 and approved a stockholder proposal requesting the adoption of a compensation recoupment policy.

On Oct. 3, Egan-Jones Proxy Services recommended that International Rectifier's shareholders vote for the company's three director nominees at the meeting on Friday.

Egan-Jones said it 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."

International Rectifier previously said the proxy advisory firm also recommended shareholders vote against proposed bylaws amendments put forth by Vishay, which they did at the meeting.

As already noted, amendments to the company's bylaws would have:

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

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

• Prevented 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 previously 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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