ANALOG DEVICES INC false 0000006281 0000006281 2023-03-08 2023-03-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2023

 

 

Analog Devices, Inc.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Massachusetts   1-7819   04-2348234
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

One Analog Way

Wilmington, MA

   01887
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (781) 935-5565

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock $0.16 2/3 par value per share   ADI   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

Voting Results.

At the annual meeting of shareholders of Analog Devices, Inc. (the “Company”) held on Wednesday, March 8, 2023, the proposals listed below were submitted to a vote of our shareholders. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), as filed with the Securities and Exchange Commission on January 20, 2023.

Proposal 1 – The election of eleven nominees to our Board of Directors, each for a term expiring at the next annual meeting of shareholders.

The eleven nominees named in the Proxy Statement were elected to serve as directors until our next annual meeting of shareholders. The voting results for each director standing for election were as follows:

 

Nominee   Votes For   Votes Against   Votes Abstaining   Broker Non-Votes

Vincent Roche

   398,962,251   24,847,115      571,295   29,295,230

James A. Champy

   385,447,655   31,029,450   7,903,556   29,295,230

André Andonian

   421,743,785     2,144,089      492,787   29,295,230

Anantha P. Chandrakasan

   413,931,289   10,018,603      430,769   29,295,230

Edward H. Frank

   404,485,484   19,434,294      460,883   29,295,230

Laurie H. Glimcher

   414,359,679     9,584,665      436,317   29,295,230

Karen M. Golz

   414,521,965     9,383,290      475,406   29,295,230

Mercedes Johnson

   412,326,385   11,629,943      424,333   29,295,230

Kenton J. Sicchitano

   404,860,366   19,044,699      475,596   29,295,230

Ray Stata

   417,317,024     6,226,041      837,596   29,295,230

Susie Wee

   415,188,654     8,763,547      428,460   29,295,230

Proposal 2 – The approval, by non-binding “say on pay” vote, of the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in the Proxy Statement.

The shareholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes
341,630,475   81,871,225   878,961   29,295,230

Proposal 3 – The approval, by non-binding “say-on-frequency” vote, regarding the frequency of future advisory votes on the compensation of our named executive officers.

The shareholders approved, on an advisory basis, of holding a say on pay vote every year. The voting results were as follows:

 

1 Year   2 Years   3 Years   Votes Abstaining   Broker Non-Votes
417,601,087   822,538   5,485,945   471,091   29,295,230

Based on the results and consistent with a majority of the votes cast with respect to this matter, our Board of Directors has determined to continue to hold an annual advisory vote on the compensation of our named executive officers.

Proposal 4 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 28, 2023.

The shareholders ratified the Company’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 28, 2023. The voting results were as follows:

 

Votes For   Votes Against   Votes Abstaining
419,650,404   33,123,152   902,335

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 10, 2023   ANALOG DEVICES, INC.
    By:  

/s/ Prashanth Mahendra-Rajah

      Prashanth Mahendra-Rajah
      Executive Vice President, Finance and Chief Financial Officer
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