Analog Devices, Inc.
ANALOG DEVICES INC (Form: 8-K, Received: 03/15/2018 16:11:48)

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 14, 2018

 
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 Technology Way, Norwood, MA
 
02062
(Address of principal executive offices)
 
(Zip Code)
 
 
 
Registrant’s telephone number, including area code: (781) 329-4700 
 
 
(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:
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 2018 Annual Meeting of Shareholders of Analog Devices, Inc. (the “Company”), held on March 14, 2018, 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 nine nominees to our Board of Directors each for a term expiring at the next annual meeting of shareholders.

The nine 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:

Nominee
Votes  
For
Votes  
Against
Votes
Abstaining
Broker  
Non-Votes
Ray Stata
305,822,834
2,837,076
141,176
26,833,052
Vincent Roche
307,352,597
1,299,382
149,107
26,833,052
James A. Champy
300,129,432
8,142,653
529,001
26,833,052
Bruce R. Evans
304,238,486
4,285,101
277,499
26,833,052
Edward H. Frank
305,635,546
2,782,740
382,800
26,833,052
Mark M. Little
304,243,508
4,269,621
287,957
26,833,052
Neil Novich
305,820,967
2,696,455
283,664
26,833,052
Kenton J. Sicchitano
299,996,446
8,468,943
335,697
26,833,052
Lisa T. Su
307,143,802
1,399,538
257,746
26,833,052


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:

Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
295,737,137
9,658,539
3,405,410
26,833,052


Proposal 3 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending November 3, 2018.




The shareholders ratified the Company’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending November 3, 2018. The voting results were as follows:
Votes For
Votes Against
Votes Abstaining
323,869,543
11,449,155
315,440




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 15, 2018
ANALOG DEVICES, INC.
 
 
By:
/s/ Margaret K. Seif
 
 
 
Margaret K. Seif
 
 
 
Senior Vice President, Chief Legal Officer and Secretary