vpg20260212_def14a.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐



Check the appropriate box:

☐	Preliminary Proxy Statement	☐	Soliciting Material Under Rule 14a-12
☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials

VISHAY PRECISION GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials:

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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VISHAY PRECISION GROUP, INC.

851 DUPORTAIL ROAD, 2^nd FLOOR

CHESTERBROOK, PA 19087

April 9, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Vishay Precision Group, Inc., to be held at 9:00 a.m., local time, on Tuesday, May 19, 2026. The meeting will be held in a virtual format via the Internet.

During the annual meeting, we will discuss each item of business described in the attached Notice of Annual Meeting of Stockholders and proxy statement and provide a report on Vishay Precision Group’s business operations. There will also be time for questions.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Vishay Precision Group, Inc. We hope you will be able to attend the annual meeting. Whether or not you expect to attend the annual meeting, and regardless of the number of shares you own, it is important to us and to our business that your shares are represented and voted at the annual meeting. Therefore, you are encouraged to vote over the Internet, by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card, so that your shares will be represented and voted at the 2026 Annual Meeting. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.

Sincerely,

/s/ Saul Reibstein

Saul Reibstein

Chairman of the Board of Directors

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VISHAY PRECISION GROUP, INC.

851 DUPORTAIL ROAD, 2^nd FLOOR

CHESTERBROOK, PA 19087

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, MAY 19, 2026

The 2026 Annual Meeting of Stockholders of Vishay Precision Group, Inc. will be held on Tuesday, May 19, 2026 at 9:00 a.m., local time. The meeting will be held in a virtual format via the Internet. You will be able to attend the 2026 Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/VPG2026.

The meeting will be held to consider and act upon:

	1.	The election of six directors to hold office until the annual meeting of stockholders in 2027;
	2.	The ratification of the appointment of our independent registered public accounting firm for fiscal year 2026;
	3.	The advisory vote on executive compensation of named executive officers; and
	4.	Such other business as may be brought properly before the meeting.

Our stockholders of record at the close of business on March 23, 2026 will be entitled to vote at the annual meeting or at any adjournment thereof. Whether or not you expect to attend the meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions under the heading “How do I vote my shares? Can I vote electronically?” on page 3 of this proxy statement; the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail; or, if you requested to receive printed proxy materials, your enclosed proxy card.

By Order of the Board of Directors,

/s/ William M. Clancy

William M. Clancy

Chief Financial Officer and Corporate Secretary

Chesterbrook, Pennsylvania
April 9, 2026

Important Notice of Internet Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on May 19, 2026.

The Proxy Statement for the 2026 Annual Meeting of Stockholders and our 2025 Annual Report to
Stockholders are available for view on the Investor Relations page of our website:

https://ir.vpgsensors.com

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SECTION	PAGE
About the Meeting	1
Governance of the Company	6
Director Compensation	11
Proposal One – Election of Directors	12
Report of the Audit Committee	14
Proposal Two – Ratification of Independent Registered Public Accounting Firm	15
Security Ownership of Certain Beneficial Owners and Management	16
Company Management	18
Executive Compensation	19
Report of the Compensation Committee	26
Compensation Tables	26
Certain Relationships and Related Transactions	38
Proposal Three – Advisory Vote on Executive Compensation	39
Other Matters	39
Availability of Annual Report and Form 10-K to Stockholders	39
Stockholder Proposals and Nominations for 2027 Annual Meeting	40

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VISHAY PRECISION GROUP, INC.

851 DUPORTAIL ROAD, 2^nd FLOOR

CHESTERBROOK, PA 19087

________________

PROXY STATEMENT

________________

The accompanying proxy is solicited by the Board of Directors of Vishay Precision Group, Inc. for use at the 2026 Annual Meeting of Stockholders to be held on Tuesday, May 19, 2026 at 9:00 a.m., local time. The meeting will be held in a virtual format via the Internet.

ABOUT THE MEETING

Why are we holding the 2026 Annual Meeting?

As a matter of good corporate practice, and in compliance with applicable corporate law and the rules of the New York Stock Exchange ("NYSE"), we hold a meeting of stockholders annually. This year’s meeting will be held on May 19, 2026. There will be at least three items of business that must be voted on by our stockholders at the meeting, and our Board of Directors (the “Board”) is seeking your proxy to vote on these items. This proxy statement contains important information about Vishay Precision Group, Inc. and the matters that will be voted on at the meeting. Please read these materials carefully so that you have the information you need to make informed decisions. Throughout this proxy statement, we will refer to ourselves as “Vishay Precision Group, Inc.,” “VPG,” “we,” “our,” or the “Company.”

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we may furnish proxy materials, including this proxy statement and our 2025 Annual Report to Stockholders, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which is being mailed to our stockholders on or about April 9, 2026, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

What is a proxy?

A proxy is your legal designation of another person to vote the shares of stock that you own. The person you designate to vote your shares is also called a proxy. When you submit a proxy, the people named on the proxy card are required to vote your shares at the annual meeting in the manner you have instructed.

What is the record date and why is it important?

The record date is the date used by our Board to determine which stockholders are entitled to receive notice of, and vote on the items presented at, the annual meeting. Our Board established March 23, 2026 as the record date for the 2026 Annual Meeting.

What is the difference between “Stockholders of Record” and “Beneficial Owners”?

If your shares are registered directly in your name with our transfer agent, you are considered to be the stockholder of record of those shares. The Notice or this proxy statement, annual report and proxy card have been sent directly to you by the Company.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.” The Notice or this proxy statement, the annual report, and voting instruction form have been forwarded to you by your broker, bank, or nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, or nominee how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting.

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Who can attend the meeting?

All stockholders as of the record date, or their duly appointed proxies, are invited to attend the meeting. The meeting will be held in a virtual format via the Internet. Stockholders may participate in, and may vote and ask questions at, the annual meeting by visiting the following website: www.virtualshareholdermeeting.com/VPG2026. To participate in or vote or ask questions at the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

What proposals will I be voting on and how does the Board of Directors recommend I vote?

The Board’s recommendations are set forth together with the description of each proposal in this proxy statement. In summary, the Board recommends a vote:

•

FOR the election of six directors to hold office for terms of one year or until their successors are duly elected and qualified (see Proposal One);

•

FOR the ratification of the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (see Proposal Two); and

•

FOR the approval, on an advisory basis, of the compensation for our named executive officers (see Proposal Three).

Does VPG have more than one class of stock outstanding?

We have two classes of stock outstanding, common stock and Class B common stock. On the record date, there were 12,274,522 shares of common stock and 1,022,887 shares of Class B common stock outstanding and entitled to vote.

Can stockholders act by written consent?

Yes, our charter documents provide that stockholders may consent to actions in writing in lieu of a meeting if either all of the stockholders that would be entitled to vote upon the action at any such meeting shall consent in writing or the stockholders holding at least the minimum percentage of the votes required to be cast to authorize any such action under the provisions of the Delaware General Corporation Law or under the provisions of our charter documents shall consent in writing, provided, that prompt notice of the taking of the action without a meeting by less than unanimous consent must be given to those stockholders who have not consented in writing.

What are the voting rights of each class of stock?

Each share of common stock will be entitled to one vote and each share of Class B common stock will be entitled to 10 votes with respect to each matter to be voted on at the annual meeting.

A list of stockholders entitled to vote at the annual meeting will be available for examination by VPG’s stockholders during ordinary business hours for a period of ten days prior to the annual meeting at our headquarters, 851 Duportail Road, 2^nd Floor, Chesterbrook, PA 19087. A stockholder list will also be available for examination at the annual meeting.

What constitutes a quorum?

A quorum is the minimum number of votes required to be present at the annual meeting to conduct business. As set forth in VPG’s by-laws, the holders of a majority of the votes represented by the outstanding shares of common stock and Class B common stock, voting together as a single class, present virtually, or represented by proxy, will constitute a quorum for the transaction of business at the annual meeting.

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What vote is required to approve each proposal?

On each matter to be voted on at the 2026 Annual Meeting, the holders of common stock and Class B common stock will vote together as a single class. Assuming a quorum is present, the vote required and method of calculation for the proposals to be considered at the annual meeting are as follows:

•

Proposal One. The election of six directors to hold office for terms of one year, or until their successors are duly elected and qualified. Directors will be elected by a plurality of the votes cast, which means that the six nominees receiving the most "FOR" votes will be elected.

•

Proposal Two. The ratification of the appointment of our independent registered public accounting firm for fiscal year 2026 requires the affirmative vote of a majority of the votes cast on Proposal Two.

•

Proposal Three. The advisory approval of our executive compensation requires the affirmative vote of a majority of the votes cast on Proposal Three.

•

Other Matters. Aside from the three proposals above, we are not aware of any other matter to be presented at the 2026 Annual Meeting.

How are abstentions, broker non-votes and withholding of authority considered?

Shares represented by proxies that are properly marked “abstain” will be counted for purposes of determining the presence of a quorum at the 2026 Annual Meeting. Abstentions will have no effect on the election of directors under Proposal One or on the vote under Proposal Two or Proposal Three.

Brokers holding shares for beneficial owners in street name must vote those shares according to specific instructions they receive from the beneficial owners. If instructions are not received, brokers may only vote the shares, in their discretion, on matters for which they are not precluded from exercising their discretion by the rules of the NYSE. Under the NYSE rules, a broker is permitted to vote shares on routine matters, which do not include the election of directors or the approval, on an advisory basis, of a resolution approving our executive compensation. Accordingly, brokers may not vote in their discretion on Proposal One or Proposal Three. For your vote to be counted with respect to Proposal One or Proposal Three, you will need to communicate your voting instructions to your bank, broker or other holder of record before the date of the 2026 Annual Meeting. Brokers may vote in their discretion on Proposal Two.

A broker “non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Broker non-votes will be counted in determining whether there is a quorum at the annual meeting but will not be regarded as votes cast. Broker non-votes will therefore have no effect on the outcome of the vote on Proposal One, Proposal Two, or Proposal Three.

A stockholder’s withholding of authority to vote for a director nominee will not be counted as a vote and will have no legal effect.

How do I vote my shares? Can I vote electronically?

If you are a stockholder of record of our common stock as of the record date, there are four ways to vote:

•

On the Internet. You can vote over the Internet at www.proxyvote.com, 24 hours a day, seven days a week, by following the instructions on your proxy card. You will need the 16-digit control number included on your proxy card.

•

Over the Phone. You can vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week, and following the instructions on your proxy card.

•

By Mail. If you requested a copy of our proxy materials by mail, you may complete, sign and mail your enclosed proxy card to Vote Processing, c/o Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY 11717.

•

Virtually, during the meeting. You may vote at the annual meeting.

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The shares represented by your proxy, whether voted using the Internet, by phone, or mail, will be voted as directed with respect to each of the proposals set forth in the proxy statement, or, if no direction is indicated by your proxy for a proposal, in accordance with the recommendation of the Board.

You may either vote “for all” nominees,“withhold” your vote for the election of all director nominees or vote for certain nominees and withhold your vote for others under Proposal One. You may vote “for,” “against,” or “abstain” on Proposal Two and Proposal Three.

If your shares are held in a stock brokerage account or by a bank or other nominee, you must follow the instructions provided by your broker, bank, or nominee on how to vote.

Whether or not you plan to attend the meeting, we strongly encourage you to vote by proxy prior to the meeting.

Can I change my vote after I return my proxy card?

Yes. You may revoke your proxy at any time before it is voted at the 2026 Annual Meeting. In order to revoke your proxy, you may either:

•

sign, and timely return, another proxy card bearing a later date;

•

provide written notice of the revocation to VPG’s Corporate Secretary; or

•

attend the annual meeting and vote during the meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee, you must follow the instructions provided by your broker, bank, or nominee on how to revoke your proxy.

What will happen if I provide my proxy but do not vote on one or more proposals?

If you are a stockholder of record, you should provide voting instructions for all proposals appearing on the proxy card. The persons named as proxies on the enclosed proxy card will vote your shares according to your instructions.

However, if you provide a properly signed and dated proxy but fail to provide instructions on how you want your shares to be voted, your shares will be voted in accordance with the recommendation of the Board.

If you hold your shares in “street name,” you should provide voting instructions for all proposals appearing on the proxy card to your broker, bank, or other holder of record. If you do not provide voting instructions for all proposals, your broker, bank, or other holder of record might not be authorized to vote your shares on certain matters, in which event they will be recorded as “broker non-votes.” See the discussion under the heading “How are abstentions, broker non-votes and withholding of authority considered?” above.

What will happen if I do not provide my proxy?

If you are a stockholder of record and do not provide a proxy, your shares will not be voted unless you attend the 2026 Annual Meeting and vote your shares during the meeting.

If you are the beneficial owner of shares held in street name, and do not provide a proxy, your broker, bank, or other holder of record might not be authorized to vote your shares on certain matters and they will be recorded as “broker non-votes.” See the discussion under the heading “How are abstentions, broker non-votes and withholding of authority considered?” above.

Who paid to send me the proxy materials?

The cost of production and mailing of proxy materials, and the solicitation of proxies, is borne by VPG. The Board may use the services of VPG’s directors, officers and other regular employees to solicit proxies personally or by telephone. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of the shares held of record by such fiduciaries, and VPG will reimburse them for the reasonable expenses incurred by them in so doing.

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Who is assuming the expense of the proxy solicitation?

VPG engaged Alliance Advisors, LLC to assist with the solicitation of proxies and provide related advice and informational support for a services fee and reimbursement of customary disbursements, the total of which is not expected to exceed $10,000.

Are there any stockholders who own more than 5% of VPG’s shares or voting power?

According to filings made with the SEC, Dimensional Fund Advisors LP, Needham Asset Management LLC, BlackRock, Inc., Portolan Capital Management LLC, and the Vanguard Group each own greater than 5% of VPG’s outstanding common stock. In addition, each of the following private stockholders, Eugenia Ames, Deborah Larkin, and Barbara Winslow, respectively, owns more than 5% of the outstanding shares of VPG’s Class B common stock.

All of Mrs. Ames’ 91,161 shares of Class B common stock are subject to a voting agreement pursuant to which Mrs. Ruta Zandman may direct the voting of such shares.

Ruta Zandman, the widow of the late founder of our technology, Dr. Felix Zandman, Ziv Shoshani (Mrs. Ruta Zandman’s nephew and our Chief Executive Officer and a member of our Board of Directors) and Marc Zandman (Dr. Felix Zandman's son) are co-trustees of a family trust which holds 3,010 shares of common stock and 615,487 shares of Class B common stock, representing less than 1% of our common stock and approximately 60% of our class B common stock, respectively, and, together, 27.4% of the aggregate voting power of the outstanding capital stock of the Company. Additionally, pursuant to a voting agreement with certain third parties, including Mrs. Ames, Mrs. Zandman has the power to direct the voting of 171,613 shares of Class B common stock held by such third parties. Therefore, Ruta Zandman controls, solely or on a shared basis with Marc Zandman and Ziv Shoshani, approximately 35.1% of the total voting power of our capital stock; Marc Zandman controls, solely or on a shared basis with Ruta Zandman and Ziv Shoshani, approximately 27.5% of the total voting power of our capital stock; and Ziv Shoshani controls, solely or on a shared basis with Ruta Zandman and Marc Zandman, approximately 28.5% of the total voting power of our capital stock. Each of Ruta Zandman, Marc Zandman, Ziv Shoshani and the family trust intend to vote FOR ALL nominees in Proposal One, FOR Proposal Two and FOR Proposal Three.

See “Security Ownership of Certain Beneficial Owners and Management” for more information. Except as described above, none of these 5% or greater stockholders have indicated their intentions to VPG regarding matters to be voted on at the annual meeting.

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GOVERNANCE OF THE COMPANY

How is VPG governed?

At VPG, day-to-day business activities are carried out by our employees under the direction and supervision of Ziv Shoshani, our Chief Executive Officer (“CEO”). The Board oversees these activities. In doing so, each director is required to apply his or her business judgment in the best interests of VPG and its stockholders. The Board’s primary responsibilities include:

•

Review of our performance, strategies, and major decisions;

•

Oversight of our compliance with legal and regulatory requirements and the integrity of our financial statements;

•

Oversight of management, including review of the CEO’s performance and succession planning for key management roles; and

•

Oversight of compensation for the CEO, key executives and the Board, as well as oversight of compensation policies and programs for all employees.

Additional description of the Board’s responsibilities is included in our Corporate Governance Principles document, which is available to stockholders on our website and in print upon request, as described in this proxy statement.

Where can I find more information about the corporate governance practices of VPG?

Various corporate governance related documents are available on our website, including:

•

Corporate Governance Principles

•

Code of Business Conduct and Ethics

•

Code of Ethics Applicable to the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer or Controller

•

Policy Regarding Qualifications of Directors

•

Audit Committee Charter

•

Nominating and Corporate Governance Committee Charter

	•	Compensation Committee Charter
	•	VPG Independent Director Stock Ownership Guidelines

To view these documents, access our Investor Relations page at https://ir.vpgsensors.com and click on “Governance” and then "Governance Documents." Any of these documents can be obtained in print by any stockholder upon written request to VPG’s investor relations department.

We intend to post any amendments to, or any waivers from, a provision of our Code of Ethics Applicable to the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer or Controller on our website.

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by employees, officers and directors that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company (the “Insider Trading Compliance Policy”). The Company’s Insider Trading Compliance Policy was filed as Exhibit 19.1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 27, 2026 (the “Form 10-K”).

What is the composition of our Board of Directors?

VPG has a single class of directors, all of whom are elected annually. The number of directors is fixed by the Board, subject to a maximum of nine directors as provided in the Company’s charter documents. There are currently seven members of the Board and the Board has approved that the number of directors shall be fixed at six effective immediately following the 2026 Annual Meeting. As described in Proposal One, those six nominees for the Board are nominated to serve for a term expiring at the annual meeting of stockholders in 2027.

Biographical information on each of the directors nominated for election or re-election is included in Proposal One.

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How does the Board determine which directors are considered independent?

In assessing independence, our Board considers whether a director has a direct or indirect material relationship with VPG. A material relationship is one which impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of VPG and its stockholders. The materiality standard applied by the Board includes, but is not limited to, the disqualifying relationships set forth in the governance listing standards of the NYSE.

Accordingly, the Board has concluded that Sejal Shah Gulati, Saul Reibstein, Erez Lorber, Nava Swersky Sofer, Kobi Altman and Timothy Talbert qualify as independent directors. The Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee of the Board are composed entirely of independent directors.

How often did the Board meet during 2025?

The Board met six times during 2025. In 2025, each director attended at least 75% of the aggregate number of meetings of the Board of Directors and any Committee on which such director served during their period of Board service in 2025. All seven of our directors then in office attended the 2025 annual meeting of stockholders. It is the policy of the Board that director nominees are expected to attend the 2026 Annual Meeting and all future annual meetings of stockholders.

What is the role of the Board’s Committees?

Nominating and Corporate Governance Committee - The functions of the Nominating and Corporate Governance Committee include identifying individuals qualified to become members of the Board; selecting and recommending that the Board approve the director nominees for the next annual meeting of stockholders; developing and recommending to the Board a set of corporate governance principles for VPG; overseeing the evaluation of the Board and the management of VPG; administering VPG’s Related Party Transactions Policy; and performing other related functions specified in the Nominating and Corporate Governance Committee’s charter. A copy of the Nominating and Corporate Governance Committee’s charter is available to stockholders on our website and in print upon request.

The chair of the Nominating and Corporate Governance Committee is designated under our Corporate Governance Principles to preside at the executive sessions of the Board’s non-management directors. The current chair of the Nominating and Corporate Governance Committee is Mr. Talbert.

Audit Committee - The functions of the Audit Committee include overseeing VPG’s accounting and financial reporting processes; overseeing the audits of our consolidated financial statements and the effectiveness of our internal control over financial reporting; assisting the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independence and qualifications of our independent registered public accounting firm, and the performance of our internal audit function and independent registered public accounting firm; and performing other related functions specified in the Audit Committee’s charter. The Audit Committee consists of three non-management directors, each of whom satisfies the independence requirements of the rules of the SEC and the governance listing requirements of the NYSE. All of the members of the Audit Committee also satisfy the financial literacy requirements of the NYSE and the Board has determined that Mr. Reibstein, the chair of the Audit Committee, qualifies as an audit committee financial expert under the rules of the SEC. A copy of the Audit Committee’s charter is available to stockholders on our website and in print upon request.

Compensation Committee - The functions of the Compensation Committee include evaluating the performance of the Company’s executive officers and, based on this evaluation, determining and approving the compensation of the executive officers; making recommendations to the Board with respect to, and administering, our incentive compensation plans and equity based compensation plans; and performing other related functions specified in the Compensation Committee’s charter. The Compensation Committee is authorized, within the limits of the Company’s 2022 Stock Incentive Plan (the “2022 Stock Incentive Plan”): (i) to determine the individuals who are to receive awards; (ii) to determine the type of awards, including stock, stock options, restricted stock and restricted stock units (“RSUs”); (iii) to determine the vesting requirements with respect to those awards; and (iv) to administer and interpret the 2022 Stock Incentive Plan. Ms. Swersky Sofer is the chair of the Compensation Committee. A copy of the Compensation Committee’s charter is available to stockholders on our website and in print upon request.

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Board Leadership Structure and Role in Risk Oversight

The Board believes that it is important to retain the flexibility to combine or separate the responsibilities of the offices of Chairman of the Board and CEO, as may be in the best interests of the Company from time to time. Currently, the Chairman of the Board and CEO positions are separate.

The significant experience of Mr. Reibstein, our Chairman, with the business of the Company and its Board, including his service as chair of the Audit Committee, uniquely qualifies him to serve as the Board’s non-executive Chairman. At the same time, the active membership of our CEO, Mr. Ziv Shoshani, assures our Board of the benefit of his comprehensive knowledge of the Company’s business, day-to-day operations, industry and competitive challenges.

Management continually monitors the material risks facing the Company, including financial risk, strategic risk, operational risk, corporate governance risk, and legal and compliance risk. The Board is responsible for exercising oversight of management’s identification and management of, and planning for, those risks. Although the Board is ultimately responsible for risk oversight at the Company, the Board has delegated to certain Committees oversight responsibility for those risks that are directly related to their respective areas of focus.

•

The Audit Committee reviews our policies and guidelines with respect to risk assessment and risk management, including our major financial risk exposures and cybersecurity risks, and oversees the steps management has taken to monitor and control those exposures. For more information regarding oversight of cybersecurity risks, see Item 1C in the Form 10-K.

•

The Compensation Committee considers risk issues when establishing and administering our compensation programs for executive officers and other key personnel.

•

The Nominating and Corporate Governance Committee oversees corporate governance risks, including matters relating to the composition and organization of the Board, and recommends to the Board how its effectiveness can be improved by changes in its composition and organization.

Each of these Committees routinely reports to the Board on the management of these specific risk areas. To permit the Board and its Committees to perform their respective risk oversight roles, individual members of management who supervise the Company’s risk management report directly to the Board or the relevant committee of the Board responsible for overseeing the management of specific risks, as applicable. For this purpose, management has a high degree of access and communication with the Board and its Committees.

The Board believes that open and constructive communication between management and the Board is essential for effective risk management and oversight. Members of the Company’s senior management regularly attend Board and committee meetings and are available to address any questions or concerns raised on matters related to risk management. The Board and its Committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board.

The following table summarizes the composition of these Committees during 2025:

		Nominating &
		Corporate
	Audit	Governance	Compensation
Name	Committee	Committee	Committee
Saul Reibstein	**	—	—
Ziv Shoshani	—	—	—
Timothy Talbert	*	**	—
Sejal Shah Gulati	—	*	*
Erez Lorber	—	—	*
Nava Swersky Sofer	—	*	**
Kobi Altman	*	—	—

No. of meetings during 2025	6	2	2

– Member

– Chair

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How does the Board select nominees for the Board?

In selecting candidates for nomination at the annual meeting of our stockholders, the Nominating and Corporate Governance Committee begins by determining whether the incumbent directors whose terms expire at the meeting desire, and are qualified, to continue their service on the Board. We are of the view that the repeated service of qualified incumbents promotes stability and continuity in the boardroom, giving us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure and contributing to the Board’s ability to work as a collective body. Accordingly, it is the policy of the Nominating and Corporate Governance Committee, absent special circumstances, to nominate qualified incumbent directors who continue to satisfy the committee’s criteria for membership on the Board, whom the committee believes will continue to make important contributions to the Board, and who consent to stand for re-election and, if re-elected, to continue their service on the Board. If there are Board positions for which the committee will not be re-nominating a qualified incumbent, the committee will solicit recommendations for nominees from persons who the committee believes are likely to be familiar with qualified candidates, including members of the Board and senior management.

The Nominating and Corporate Governance Committee may also engage a search firm to assist in identifying qualified candidates. If such a search firm is engaged, the committee sets the fees and scope of engagement. The Nominating and Corporate Governance Committee will review and evaluate each candidate who it believes merits serious consideration, taking into account all available information concerning the candidate, the qualifications for Board membership established by the committee, the existing composition and mix of talent and expertise on the Board and other factors that it deems relevant. In conducting its review and evaluation, the Nominating and Corporate Governance Committee may solicit the views of management and other members of the Board and may, if deemed helpful, conduct interviews of proposed candidates. The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as candidates recommended by other persons, except that the committee may consider, as one of the factors in its evaluation of stockholder-recommended candidates, the size and duration of the interest of the recommending stockholder or stockholder group in the equity of VPG and whether the stockholders intend to continue holding that interest through the annual meeting date.

What qualifications must a director have?

Under a policy formulated by our Nominating and Corporate Governance Committee, we generally require that all candidates for director:

•

be persons of integrity and sound ethical character;

•

be able to represent all stockholders fairly;

•

have no interests that materially conflict with those of VPG and its stockholders;

•

have demonstrated professional achievement;

•

have meaningful management, advisory or policy making experience;

•

have a general appreciation of the major business issues facing VPG; and

•

have adequate time to devote to serve on the Board.

A limited exception to some of these requirements, other than the requirements of integrity and ethics and the absence of material conflict, may be made for a holder of substantial voting power. Directors may not stand for re-election after the age of 75 unless the Board makes an affirmative determination that, because of the importance and value of the continued service of a director, the retirement policy should be waived, except that no director may stand for re-election after age 85. This policy does not apply to any person who controls more than 20% of the voting power of the Company. Mr. Reibstein is over the age of 75, and the Board has made an affirmative determination to waive the retirement policy with respect to Mr. Reibstein for his nomination for re-election at the 2026 Annual Meeting. We also require that a majority of directors be independent; at least three of the directors have the financial literacy necessary for service on the audit committee and at least one of these directors qualifies as an audit committee financial expert; at least some of the independent directors have served as senior executives of public or substantial private companies; and at least some of the independent directors have general familiarity with the major industries in which we operate. Additionally, while the Company does not have a formal policy with respect to the consideration of diversity in identifying director candidates, the benefits of board diversity are considered in the nominations process, including diversity of background and experience. A copy of the Company’s Policy Regarding Qualifications of Directors is available to stockholders on our website.

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Can I recommend a nominee for director?

Yes. The Nominating and Corporate Governance Committee will consider recommendations for director nominations submitted by stockholders entitled to vote generally in the election of directors. Submissions must be made in accordance with the Nominating and Corporate Governance Committee’s procedures, as outlined herein and set forth in materials posted on our website. For each annual meeting of our stockholders, the Nominating and Corporate Governance Committee will accept for consideration only one recommendation per stockholder or affiliated group of stockholders. The Nominating and Corporate Governance Committee will only consider candidates who satisfy our minimum qualifications for director, as summarized in this proxy statement and as set forth in materials posted on our website. Stockholders should be aware, as discussed herein, that it is our general policy to re-nominate qualified incumbent directors and that, absent special circumstances, the committee will not nominate other candidates when a qualified incumbent director consents to stand for re-election.

A stockholder wishing to recommend to the Nominating and Corporate Governance Committee a candidate for election as director must submit the recommendation in writing, addressed to the Nominating and Corporate Governance Committee, care of our Corporate Secretary, at Vishay Precision Group, Inc., 851 Duportail Road, 2^nd Floor, Chesterbrook, PA 19087. Submissions must be made by mail, courier, or personal delivery. E-mailed submissions will not be considered. Submissions recommending candidates for election at an annual meeting of stockholders must generally be received no later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting of stockholders. However, in the event that the date of an annual meeting of stockholders is more than 30 days following the first anniversary date of the annual meeting of stockholders for the prior year, the submission must be made a reasonable time in advance of the mailing of our proxy statement for the current year. Each nominating recommendation must be accompanied by the information called for by our “Procedures for Securityholders’ Submission of Nominating Recommendations,” which is available upon request. This includes specified information concerning the stockholder or group of stockholders making the recommendation and the proposed nominee, any relationships between the recommending stockholder or stockholders and the proposed nominee and the qualifications of the proposed nominee to serve as director. The recommendation must also be accompanied by the consent of the proposed nominee to serve if nominated and elected and the agreement of the nominee to be contacted by the committee, if the committee decides in its discretion to do so.

In addition to being entitled to make a recommendation that the Nominating and Corporate Governance Committee nominate a candidate for election as a director, stockholders are also entitled to nominate candidates themselves for election to the Board at a meeting of stockholders, by providing the necessary information by the applicable deadlines. See the discussion under the heading “Stockholder Proposals and Nominations for the 2027 Annual Meeting” below.

How do stockholders and others communicate with the Board?

VPG stockholders may communicate with the Board, any Committee of the Board or any individual director, and any interested party may communicate with the non-management directors of the Board as a group, by delivering such communications either in writing addressed to our Corporate Secretary at Vishay Precision Group, Inc., 851 Duportail Road, 2^nd Floor, Chesterbrook, PA 19087; or by e-mail to boardofdirectors@vpgsensors.com. Communications should not exceed 1,000 words.

All communications must be accompanied by the following information: (i) if the person submitting the communication is a securityholder, a statement of the type and amount of the securities of VPG that the person holds; (ii) if the person submitting the communication is not a securityholder and is submitting the communication to the non-management directors as an interested party, the nature of the person’s interest in VPG; (iii) any special interest, meaning an interest not in the capacity as a stockholder of VPG, of the person in the subject matter of the communication; and (iv) the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications addressed to directors may, at the direction of the directors, be shared with VPG’s management.

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DIRECTOR COMPENSATION

Under the Company's 2024 Non-Employee Director Compensation Plan (as amended, the “NEDC Plan”), each non-employee director receives an annual retainer fee of $50,000 for serving on the Board, excluding the Chairman, who receives an annual retainer fee of $110,000 for his service. In addition, under the NEDC Plan, the chair of the Audit Committee receives an annual retainer of $15,000, and the chairs of the Compensation Committee and the Nominating and Governance Committee each receive an annual retainer of $10,000 for their services as chair of their respective committees. Under the NEDC Plan, the retainer fees for the independent directors are paid in equal quarterly installments in advance and beginning with a payment due on the date of the annual meeting. Such annual retainer fees are pro-rated for a partial year of service by a non-employee director elected to the board between annual meetings.

Under the NEDC Plan, each of our non-employee directors was granted RSUs worth $80,000 effective immediately upon their election at the 2025 annual meeting. The number of RSUs granted is based on the average closing price of our common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding the date of grant. Pursuant to their terms, these grants will vest on the earlier of the next annual meeting date or May 21, 2026 (the first anniversary of their grant date), subject to each non-employee director's continued service on the board. The grant-date fair value of RSUs is recognized over the vesting period. For directors appointed between annual meetings, the amount of the stock grant is pro-rated for a partial year of service by the non-employee director and vests on the date of the first annual meeting after the date of grant subject to the director’s continued service on the board.

Our director who is also an employee of VPG (our Chief Executive Officer) did not receive any additional compensation for his service as a director. See the discussion herein under the heading “Executive Compensation.”

The following table provides information with respect to the compensation paid or provided to the Company’s non-management directors during 2025:

			Stock
			Awards
Name	Fees Paid		(1)		Total
Saul Reibstein (2)	$	162,520	$	80,157	$	242,677
Marc Zandman (did not stand for re-election at 2025 annual meeting)	$	25,000	$	-	$	-
Timothy Talbert	$	60,000	$	80,157	$	140,157
Sejal Shah Gulati	$	50,020	$	80,157	$	130,177
Bruce Lerner (did not stand for re-election at 2025 annual meeting)	$	25,000	$	-	$	-
Janet Clarke (did not stand for re-election at 2025 annual meeting)	$	30,000	$	-	$	-
Erez Lorber	$	50,571	$	80,157	$	130,728
Nava Swersky Sofer	$	54,007	$	80,157	$	134,164
Kobi Altman	$	25,000	$	80,157	$	105,157

(1)	The amounts presented in the table represent the aggregate grant-date fair value of the RSUs computed in accordance with FASB ASC Topic 718 and the assumptions as set forth in Note 10 of our consolidated financial statements in the Form 10-K.
(2)	Mr. Reibstein received a one-time annual payment of $50,000, paid over four quarters, in recognition of his extraordinary services to the Board.

To further align the interests of the Company’s non-employee directors with its stockholders, the Board adopted stock ownership guidelines in 2019 (the “Director Stock Ownership Guidelines”) applicable to the Company’s non-employee directors. The Director Stock Ownership Guidelines require our non-employee directors to own shares of the Company’s common stock having an aggregate fair market value equal to greater than five times the director’s annual cash retainer paid in the preceding calendar year. Newly elected non-employee directors have five years to attain such level of equity ownership.

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PROPOSAL ONE

ELECTION OF DIRECTORS

Six directors currently serving on the Board are nominated for re-election, with a term expiring at the annual meeting of stockholders in 2027. The term of one current director, Timothy Talbert, will expire at the 2026 Annual Meeting. Each of the nominees has consented to serve if elected.

If any nominee for director becomes unavailable for election, the proxies will be voted for such substitute nominee(s) as the Board may propose. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

The following table summarizes the Company's current directors:

Name	Age	Director Since
Saul Reibstein	77	2010
Ziv Shoshani	59	2009
Timothy Talbert	79	2010
Sejal Shah Gulati	52	2022
Erez Lorber	61	2024
Nava Swersky Sofer	60	2024
Kobi Altman	57	2025

Nominees for Election as Directors – Terms Expiring 2027

Ziv Shoshani is our Chief Executive Officer and President, and has been since our spin-off as an independent public company in July, 2010. He also serves on the Board. Mr. Shoshani was Chief Operating Officer of Vishay Intertechnology from January 1, 2007 to November 1, 2009. During 2006, he was Deputy Chief Operating Officer of Vishay Intertechnology. Mr. Shoshani was Executive Vice President of Vishay Intertechnology from 2000 to 2009 with various areas of responsibility, including Executive Vice President of the Capacitors and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions. Mr. Shoshani had been employed by Vishay Intertechnology since 1995. Mr. Shoshani is a nephew of Ruta Zandman, the widow of the late Dr. Felix Zandman, the founder of Vishay Intertechnology. Mr. Shoshani’s long-standing dedication to our Company, exemplified by his extensive management experience and experience on the Vishay Intertechnology board of directors, provides him with valuable insight into the business and the operation of our Company and makes him a valuable member of the Board.

Sejal Shah Gulati. Ms. Gulati served as the Chief Growth Officer at NOW™, a B2B payments start-up that helps businesses accelerate invoice payments, from October 2021 to February 2024. From January 2021 to October 2021, Ms. Gulati served as Senior Vice President and Growth Leader at Genpact Limited, a NYSE-listed global services firm focused on delivering digital transformation for hundreds of Fortune 500 companies. From 2017 to 2020, she served as General Manager and Vice President of Global Commercial Services for American Express. From 2016 to 2017, Ms. Gulati served as Chief Marketing Officer for EZETAP, a venture-funded start-up company that facilitated B2B payments. Prior to founding and serving from 2006 to 2016 as Chief Executive Officer of Time Inc. India/TAS Analytical Services, a media analytics company serving Time Inc. and Time Warner, Ms. Gulati was the Director of Sales and Marketing for a number of Time Inc. publications, where she earned several industry awards for innovation. Ms. Gulati earned her Bachelor of Arts degree from Princeton University and an MBA from Harvard Business School. She previously served as a Trustee of Princeton University and was the President of the Harvard Business School Alumni Board. Ms. Gulati’s expertise in digital marketing and business management lends a valuable perspective to the VPG Board.

Saul V. Reibstein. Mr. Reibstein has served as the non-executive Chairman of our Board since January 1, 2023. From December 1, 2013 to December 31, 2016, he served as Executive Vice President, Chief Financial Officer and Treasurer of Penn National Gaming, Inc. (NASDAQ: PENN), now PENN Entertainment, Inc. ("PENN") where he also served on the board of directors and as chairman of the audit committee from June 2011 until his appointment as Senior Vice President and Chief Financial Officer in November 2013. Mr. Reibstein was employed as an executive advisor by PENN during 2017, after which he retired. From March 2018 until June 2025, Mr. Reibstein again served on the board of directors of PENN where he also served on the audit and compensation committees. From 2004 until joining PENN Entertainment, Inc. as an executive, Mr. Reibstein served as a member of the senior management team of CBIZ, Inc., a New York Stock Exchange-listed professional services company, where, as Executive Managing Director, he was responsible for the management of the CBIZ New York City Financial Services office operations and the overall international activities of the Financial Services Group. Mr. Reibstein is the majority owner of S3 Living, formally named NCP Ventures, LLC, an independent advisory service for senior citizens, helping them to identify, select and negotiate the transition to Continuing Care Retirement Communities and 55 and Over Communities.

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Mr. Reibstein has over 40 years of public accounting experience, including 11 years serving as a partner in BDO Seidman, a national accounting services firm, where he was the partner in charge of the Philadelphia office from June 1997 to December 2001 and Regional Business Line Leader from December 2001 until September 2004. Mr. Reibstein is a licensed CPA in Pennsylvania and received a Bachelor of Business Administration from Temple University. Mr. Reibstein qualifies as an audit committee financial expert satisfying the rules of the SEC. Mr. Reibstein’s qualification as an audit committee financial expert, as well as his extensive experience as a public accounting partner, make him highly qualified to serve both as a director of our company and a financial expert on the Audit Committee. Mr. Reibstein also has relevant, long-standing experience as a manager of an NYSE-listed company that he draws upon in advising us with respect to our listing and filing compliance.

Erez Lorber. Mr. Lorber served from 2020 to 2023 as CEO of Questar Auto Technologies, a predictive vehicle health company using AI technology. From 2015 to 2020, Mr. Lorber was chief operating officer at Storedot, an innovator of extreme-fast charging EV batteries using nanotechnology and AI optimization. Prior to that, Mr. Lorber served in CEO roles at BackWeb Technologies Ltd., Tri-Logical Technologies Ltd., and Deloitte Consulting of Israel. Mr. Lorber currently serves on the board of directors of CIPIA, a leading provider of in-cabin sensing solutions for the automotive industry, and previously served as a director of CopperGate and FlashNetworks. Mr. Lorber holds an undergraduate degree from Temple University and an MBA from Tel Aviv University. Mr. Lorber brings a wealth of technology expertise and demonstrated success as an entrepreneur, senior executive, and board member of an impressive list of innovative technology companies, that is valuable to our Board.

Nava Swersky Sofer. Ms. Swersky Sofer is a globally recognized strategic consultant, venture capitalist and thought leader specializing in innovation and technology commercialization. Since 2009, Ms. Sofer has lectured on innovation and entrepreneurship at major universities around the world and has served as a consultant to numerous governmental organizations and financial institutions. From 2005 to 2009, she served as president and CEO of the Yissum Hebrew University of Jerusalem Technology Transfer, the entity which owns and manages all of Hebrew University’s intellectual property. From 1995 to 2005, she was a partner at venture capital firms in California and Israel including Concord Ventures, Columbine Ventures, and Sanderling Ventures. Ms. Sofer’s corporate experience includes serving as vice president and member of the senior management forum at Novartis (then CIBA) from 1991 to 1996. Ms. Sofer earned a law degree from Tel Aviv University in 1986 and an MBA from the International Institute for Management Development (IMD) in Lausanne, Switzerland in 1990. She has served on numerous public and private boards, including Brenmiller Energy, BioCancell Therapeutics, the Israel Innovation Authority and Praxis Spinal Cord Institute. As an entrepreneur and experienced board director in the fields of technology and innovation across a broad range of industries, Ms. Swersky Sofer brings valuable experience, perspective and expertise to our Board.

Kobi Altman. Mr. Altman has more than 25 years of executive financial experience in large global industrial organizations. Mr. Altman has served as Chief Financial Officer of Remilk Limited, a global leader in the development of animal-free dairy, since May 2022. Prior to joining Remilk, Mr. Altman served as executive vice president and CFO of ICL Group Ltd, a leading global specialty minerals company. Prior to that, Mr. Altman worked at Teva Pharmaceuticals Ltd for nine years, in various executive finance positions in the US and Israel. His last position was as CFO of Teva Generics, a $10 billion medicines sales and manufacturing business. Mr. Altman also held key financial managerial roles at Amdocs Ltd, both in the US and Israel. Mr. Altman holds undergraduate and master’s degrees from Bar Ilan University, and is a Certified Public Accountant. Mr. Altman’s extensive experience as an executive and finance leader with a demonstrated track record of success across various industries makes him a valuable addition to our Board.

Current Director – Term Expiring 2026

Timothy V. Talbert. Mr. Talbert served as Senior Vice President of Credit and Originations for Lease Corporation of America (“LCA”), a national equipment lessor, from July 2000 to the end of 2018, and President of the LCA Bank Corporation, a bank that augments LCA’s funding capacity, from its founding in January 2006 to the end of 2018. He has retired from both of these positions. Previously, Mr. Talbert was Senior Vice President and Director of Asset Based Lending and Equipment Leasing of Huntington National Bank from 1997 to 2000; and prior to that, served in a variety of positions with Comerica Bank for more than 25 years. Mr. Talbert also served as a director of Vishay Intertechnology. Mr. Talbert previously served on the board of directors and was a member of the audit committee of Siliconix Incorporated, a NASDAQ-listed manufacturer of power semiconductors of which Vishay Intertechnology owned an 80.4% interest, from 2001 until Vishay Intertechnology acquired the noncontrolling interests in 2005. Mr. Talbert received a Bachelor’s Degree in Economics from University of the Pacific and an MBA from the University of Notre Dame.

The Board of Directors unanimously recommends a vote “FOR ALL” the nominees for election as directors.

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REPORT OF THE AUDIT COMMITTEE

Management is responsible for maintaining effective internal control over financial reporting, for assessing the effectiveness of internal control over financial reporting, and for preparing our consolidated financial statements. Our independent registered public accounting firm is responsible for, among other things, performing an independent audit of our consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report thereon. It is the responsibility of the Audit Committee to monitor and oversee these processes.

In fulfilling its oversight duties, the Audit Committee reviewed and discussed with management and our independent registered public accounting firm for the fiscal year ended December 31, 2025, Brightman Almagor Zohar & Co., a firm in the Deloitte global network, (a) the audited financial statements for the fiscal year ended December 31, 2025, (b) the effectiveness of our internal control over financial reporting, and (c) the other matters required to be discussed under the applicable requirements of the PCAOB and the SEC. These required communications addressed, among other topics, the independent registered public accounting firm’s responsibility under the standards of the PCAOB; critical accounting policies and practices; judgments and accounting estimates; alternative accounting treatments; any significant audit adjustments; any disagreements or difficulties encountered in performing the audit; and other material communications between the independent registered public accounting firm and management. The Audit Committee received from the independent auditors written disclosures regarding the auditor’s independence required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent auditors, the independent auditor’s independence. The Audit Committee also considered the compatibility of non-audit services provided to VPG by Brightman Almagor Zohar & Co., the member firms of Deloitte Touche Tohmatsu Limited and their related entities, and the fees and costs billed or to be billed for these services, with the maintenance of the independent registered public accounting firm’s independence. The Committee has concluded that the provision of the non-audit services by Brightman Almagor Zohar & Co., the member firms of Deloitte Touche Tohmatsu Limited and their related entities in 2025 did not impair the independent registered public accounting firm’s independence. Under the Audit and Non-Audit Services Pre-Approval Policy as adopted by the Audit Committee, the Audit Committee must pre-approve all audit and non-audit services provided to VPG by the independent registered public accounting firm. The policy sets forth the procedures and conditions for pre-approval of these services. All of the audit and non-audit services provided by the independent registered public accounting firm since adoption of the Audit and Non-Audit Services Pre-Approval Policy were pre-approved by the Committee in accordance with such policy.

Based upon this review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the Securities and Exchange Commission. The Audit Committee has also appointed Brightman Almagor Zohar & Co. as our independent registered public accounting firm for fiscal year 2026 and the Committee has decided to submit the appointment for ratification by stockholders (see Proposal Two).

Respectfully submitted,

The Audit Committee of the Board of Directors

Saul Reibstein, Chair

Timothy Talbert

Kobi Altman

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that might incorporate this proxy statement in such filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.

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PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board is responsible for the selection of our independent registered public accounting firm. The Audit Committee has determined to reappoint the public accounting firm of Brightman Almagor Zohar & Co., a firm in the Deloitte global network ("Brightman Almagor Zohar & Co."), as the independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2026, as well as to audit the effectiveness of our internal control over financial reporting. Brightman Almagor Zohar & Co. has served as our independent registered public accounting firm since 2019. Although stockholder approval for the appointment of the independent registered public accounting firm is not required, we are submitting the selection of the independent registered public accounting firm to stockholders for their ratification.

Representatives of Brightman Almagor Zohar & Co. are expected to be present at the 2026 Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

Under the Audit and Non-Audit Services Pre-Approval Policy as adopted by the Audit Committee, the Audit Committee must pre-approve all audit and non-audit services provided to VPG by the independent registered public accounting firm. The policy sets forth the procedures and conditions for pre-approval of these services. The Audit Committee has pre-approved generally the engagement of the independent registered public accounting firm for services relating to our filings with the SEC (including comfort letters, comment letters and consents for securities offerings); acquisition or disposition related diligence activities; internal control review and compliance; interpretation and compliance with accounting and accounting-related disclosure rules and standards; certain attest services; domestic and international tax planning and compliance; and risk management.

The following table sets forth the aggregate fees billed by Brightman Almagor Zohar & Co., the member firms of Deloitte Touche Tohmatsu Limited and their related entities in 2025 and 2024. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. All of such fees were approved by the Audit Committee. The nature of the services provided in each category is described following the table.

	2025		2024
Audit fees	$	2,063,000	$	1,911,625
Audit-related fees		—		—
Tax fees		64,000		33,441
All other fees		—		3,790
Total fees	$	2,127,000	$	1,948,856

Audit fees. These fees generally consist of professional services rendered for the audits of the consolidated financial statements of VPG, quarterly reviews, statutory audits, issuance of consents, and assistance with and review of documents filed with the SEC.

Audit-related fees. These fees generally consist of assurance and other services related to the performance of the audit or review of VPG’s financial statements or that are traditionally performed by the independent registered public accounting firm, and consultations concerning financial accounting and reporting standards.

Tax fees. These fees relate primarily to tax compliance, including review of corporate tax returns, assistance with tax audits, review of the tax treatment for certain expenses, and tax-related due diligence. They also include fees for state and local tax planning and consultations with respect to various domestic and international tax matters.

All other fees. These fees generally consist of reviews for compliance with various government regulations, risk management and treasury reviews, assessments and audits of various contractual arrangements, consulting services and subscription to online accounting research tools.

In 2025, VPG did not make use of the rule that waives pre-approval requirements for non-audit services in certain cases if the fees for these services constitute less than 5% of the total fees paid to the independent registered public accounting firm during the year.

The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Brightman Almagor Zohar & Co. as our independent registered public accounting firm for the year ending December 31, 2026.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

On March 23, 2026, VPG had outstanding 12,274,522 shares of common stock, each of which entitles the holder to one vote, and 1,022,887 shares of Class B common stock, each of which entitles the holder to 10 votes. Voting is not cumulative. The following table shows the number of shares of VPG common stock and Class B common stock beneficially owned by (a) each director and director nominee, (b) each “Named Executive Officer” identified under “Executive Compensation,” (c) the directors and executive officers of VPG as a group and (d) any person owning more than 5% of VPG common stock or the Class B common stock.

	Common Stock										Class B Common Stock
						Right to
				Restricted		Acquire
				Stock		Ownership
				Units		Under
				Scheduled		Options
				to vest		Exercisable
	Shares of			within 60		within 60		Percent			Shares			Percent of			Voting
Name	Stock (1)			days		days		of Class			of Stock			Class			Power (2)
*Directors and Named Executive Officers*
Ziv Shoshani		247,357	(3)		—		—		2.0	%		615,487	(4)		60.2	%		28.5	%
Saul V. Reibstein		23,771			3,042		—		*			—
Timothy V. Talbert		25,342			3,042		—		*			—
Erez Lorber		2,265			3,042		—		*			—
Nava Swersky Sofer		1,588			3,042		—		*			—
Kobi Altman		—			3,042		—		*			—
William M. Clancy		38,976			—		—		*			—
Amir Tal		14,025			—		—		*			—
Sejal Shah Gulati		3,671			3,042		—		*			—
Yair Alcobi		—			—		—		*			—
Rafi Ouzan		8,914			—		—		*			—


*All Directors and Executive Officers as a group (11 Persons)*		374,104			18,252		—		1.7	%		615,487			60.2	%		29.1	%
c/o Vishay Precision Group, Inc.
851 Duportail Road, 2nd floor
Chesterbrook, PA 19087

Mrs. Ruta Zandman		3,010	(3)						*			787,096	(5)		76.9	%		35.0	%
c/o Vishay Intertechnology, Inc.
63 Lancaster Avenue
Malvern, PA 19355

SEC Form DEF 14A filed by Vishay Precision Group Inc.