Document
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 13, 2019
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Analog Devices, Inc. |
(Exact name of registrant as specified in its charter) |
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Registrant’s telephone number, including area code: (781) 329-4700
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Massachusetts | | 1-7819 | | 04-2348234 |
(State or other jurisdiction of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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One Technology Way, Norwood, MA | | 02062 |
(Address of principal executive offices) | | (Zip Code) |
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(Former name or former address, if changed since last report) |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 2019 Annual Meeting of Shareholders of Analog Devices, Inc. (the “Company”), held on March 13, 2019, the proposals listed below were submitted to a vote of our shareholders. The proposals are described in our definitive proxy statement for the Annual Meeting.
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 definitive proxy statement were elected to serve as directors until our next annual meeting of shareholders. Information as to the vote on each director standing for election is provided below:
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Nominee | Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
Ray Stata | 305,218,538 | 2,337,946 | 212,065 | 26,873,060 |
Vincent Roche | 306,487,668 | 1,054,436 | 226,445 | 26,873,060 |
James A. Champy | 298,046,581 | 8,560,485 | 1,161,483 | 26,873,060 |
Anantha P. Chandrakasan | 306,008,177 | 1,533,209 | 227,163 | 26,873,060 |
Bruce R. Evans | 304,586,144 | 2,946,151 | 236,254 | 26,873,060 |
Edward H. Frank | 305,632,487 | 1,905,891 | 230,171 | 26,873,060 |
Karen M. Golz | 305,521,923 | 2,023,040 | 223,586 | 26,873,060 |
Mark M. Little | 304,596,697 | 2,941,988 | 229,864 | 26,873,060 |
Neil Novich | 303,889,187 | 3,641,673 | 237,689 | 26,873,060 |
Kenton J. Sicchitano | 298,996,197 | 7,602,565 | 1,169,787 | 26,873,060 |
Lisa T. Su | 306,318,629 | 1,229,400 | 220,520 | 26,873,060 |
Proposal 2 – The approval of the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in our proxy statement.
The shareholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:
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Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
293,283,924 | 13,642,102 | 842,523 | 26,873,060 |
Proposal 3 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending November 2, 2019.
The shareholders ratified the Company’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending November 2, 2019. The voting results were as follows:
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Votes For | Votes Against | Votes Abstaining |
316,437,294 | 17,460,777 | 743,538 |
Proposal 4 –Shareholder proposal relating to a diversity report.
The shareholders did not approve the shareholder proposal relating to a diversity report. The voting results were as follows:
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Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
145,771,125 | 158,169,827 | 3,827,597 | 26,873,060 |
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.
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Date: March 14, 2019 | ANALOG DEVICES, INC. | |
| By: | /s/ Margaret K. Seif | |
| | Margaret K. Seif | |
| | Chief People Officer and Chief Legal Officer | |