DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant    

Filed by a Party other than the Registrant    

Check the appropriate box:

 

 Preliminary Proxy Statement

 Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 Definitive Proxy Statement

 Definitive Additional Materials

 Soliciting Material Pursuant to § 240.14a-12

Analog Devices, 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1)

Title of each class of securities to which transaction applies:

 

 

 

  (2)

Aggregate number of securities to which transaction applies:

 

 

 

  (3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

  (4)

Proposed maximum aggregate value of transaction:

 

 

 

  (5)

Total fee paid:

 

 

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1)

Amount previously paid:

 

 

 

  (2)

Form, Schedule or Registration Statement No.:

 

 

 

  (3)

Filing Party:

 

 

 

  (4)

Date Filed:

 

 


LOGO

*** Exercise Your Right to Vote ***Important Notice Regarding the Availability of Proxy Materials for theShareholder Meeting to Be Held on March 10, 2021.ANALOG DEVICES, INC.ANALOG DEVICES, INC.ATTN: INVESTOR RELATIONS DEPT.ONE ANALOG WAYWILMINGTON, MA 01887Meeting InformationMeeting Type: Annual MeetingFor holders as of: January 4, 2021Date: March 10, 2021 Time: 9:00 AM, Eastern TimeLocation: V i r t u a l annu a l meeting of shareholdersc o n d u c t e d v i a l i ve audio we b c a s t a t :www.virtualshareholdermeeting.com/ADI2021The company will be hosting the meeting live via the Internetthis year. To attend the meeting via the Internet please visitwww.virtualshareholdermeeting.com/ADI2021 and be sure to havethe information that is printed in the box marked by the arrowXXXX XXXX XXXX XXXX (located on the following page).You are receiving this communication because you holdshares in the company named above.This is not a ballot. You cannot use this notice to vote theseshares. This communication presents only an overview ofthe more complete proxy materials that are available toyou on the Internet. You may view the proxy materialsonline at www.proxyvote.com or easily request a paper copy(see reverse side).We encourage you to access and review all of the importantinformation contained in the proxy materials before voting.See the reverse side of this notice to obtainproxy materials and voting instructions.


LOGO Before You VoteHow to Access the Proxy MaterialsProxy Materials Available to VIEW or RECEIVE:NOTICE AND PROXY STATEMENT ANNUAL REPORTHow to View Online:Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on thefollowing page) and visit: www.proxyvote.com.How to Request and Receive a PAPER or E-MAIL Copy:If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge forrequesting a copy. Please choose one of the following methods to make your request:1) BY INTERNET: www.proxyvote.com2) BY TELEPHONE: 1-800-579-16393) BY E-MAIL*: sendmaterial@proxyvote.com* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box markedby the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line.Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investmentadvisor. Please make the request as instructed above on or before February 24, 2021 to facilitate timely delivery.How To VotePlease Choose One of the Following Voting MethodsVote By Internet:Before The Meeting:Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrowXXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.During The Meeting:Go to www.virtualshareholdermeeting.com/ADI2021. Have the information that is printed in the box markedby the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials and following the instructions.


LOGO Voting ItemsThe Board of Directors recommends you vote FOReach of the Director Nominees:1. The election to Analog Devices' Board ofDirectors of the eleven nominees named in ourProxy Statement.Nominees:1a. Ray Stata1b. Vincent Roche1c. James A. Champy1d. Anantha P. Chandrakasan1e. Bruce R. Evans1f. Edward H. Frank1g. Laurie H. Glimcher1h. Karen M. Golz1i. Mark M. Little1j. Kenton J. Sicchitano1k. Susie WeeThe Board of Directors recommends you vote FORProposals 2 and 3:2. Advisory resolution to approve the compensationof our named executive officers.3. Ratification of Ernst & Young LLP as ourindependent registered public accounting firmfor fiscal 2021.NOTE: To transact such other business as may properlycome before the meeting and at any adjournments orpostponement at the meeting.


LOGO

D28864-P47805