Washington, D.C. 20549


Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2018


Analog Devices, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts 1-7819 04-2348234

(State or other jurisdiction

of incorporation)

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:
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))

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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting of the Board of Directors of Analog Devices, Inc. (the “Company”) held on June 13, 2018, Karen M. Golz was elected to the Board of Directors for a term continuing to the Company’s next annual meeting of shareholders in March 2019 when all directors will be subject to election by shareholders.  Ms. Golz will serve on the Company’s Audit Committee of the Board of Directors.  In connection with her service on the Board of Directors, Ms. Golz will receive an annual cash retainer of $70,000, paid quarterly. In connection with her service on the Audit Committee of the Board of Directors, Ms. Golz will also receive an annual cash retainer of $10,000, paid quarterly.

Ms. Golz will automatically be granted on July 16, 2018 (or the next succeeding business day that the Nasdaq is open) under the Company’s 2006 Stock Incentive Plan 1,504 restricted stock units, which shall vest and convert into shares of the Company’s common stock on the earlier of the date of the Company’s next annual meeting of shareholders or March 14, 2019.

Each non-employee director reelected at the next annual meeting of shareholders will be granted a restricted stock unit award for a number of shares of common stock approved by the Board on the date of the Company’s annual meeting of shareholders.

Director RSU awards vest in full upon the occurrence of a Change in Control Event (as defined in the Company’s 2006 Stock Incentive Plan) or the director’s death. If the director ceases to serve as a director by reason of his or her disability, as determined by the Board, each RSU award will vest in full.

In addition, Ms. Golz will become party with the Company to the Company's form of Indemnification Agreement for Directors and Officers, filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended November 1, 2008.

A press release announcing these matters is filed as Exhibit 99.1 to this Current Report, and is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits

(d) Exhibits  

Exhibit No.




Press release dated June 14, 2018


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: June 14, 2018


/s/ Margaret K. Seif

Margaret K. Seif

Senior Vice President, Chief Legal

Officer and Secretary

Exhibit 99.1

Analog Devices Welcomes Karen Golz to Board of Directors

NORWOOD, Mass.--(BUSINESS WIRE)--June 14, 2018--Analog Devices, Inc. (Nasdaq: ADI), a global leader in high-performance semiconductors for signal processing applications, today announced that its Board of Directors has appointed Karen M. Golz as an independent director on the Board, effective immediately. Ms. Golz retired as a partner from Ernst & Young, where she held various senior leadership positions during her tenure at the firm, including most recently, Global Vice Chair, Japan. In addition to accounting and audit expertise, Ms. Golz brings extensive experience helping large organizations successfully navigate the complexities of international trade and regulation. Ms. Golz will serve on the Audit Committee of the Board of Directors.

"We are honored to have Karen join the ADI Board. Karen’s expertise and international experience will add additional talent to our Audit Committee," said Ray Stata, ADI Chairman of the Board. “We are looking forward to her contributions to the company.”

Ms. Golz currently serves as senior advisor to The Boston Consulting Group’s Audit and Risk Committee and sits on the Board of Trustees of the University of Illinois Foundation.

Ms. Golz earned her Bachelor of Science degree in Accountancy, with highest honors, from the University of Illinois, Urbana-Champaign and is a certified public accountant licensed in several jurisdictions.

About Analog Devices
Analog Devices (Nasdaq: ADI) is the leading global high-performance analog technology company dedicated to solving the toughest engineering challenges. We enable our customers to interpret the world around us by intelligently bridging the physical and digital with unmatched technologies that sense, measure, power, connect and interpret. Visit http://www.analog.com.


Analog Devices, Inc.
Michael Lucarelli, 781-461-3282
Investor Relations