UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the annual meeting of shareholders of Analog Devices, Inc. (the “Company”) held on Wednesday, March 9, 2022 (the “2022 Annual Meeting”), the Company’s shareholders approved the 2022 Employee Stock Purchase Plan, which had previously been adopted by the Company’s Board of Directors subject to shareholder approval.
The description of the 2022 Employee Stock Purchase Plan contained on pages 67 to 72 of the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on January 21, 2022, is incorporated herein by reference. A complete copy of the 2022 Employee Stock Purchase Plan is included as Appendix B to the Proxy Statement and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Voting Results.
At the 2022 Annual Meeting, the proposals listed below were submitted to a vote of our shareholders. The proposals are described in the Proxy Statement.
Proposal 1 – The election of twelve nominees to our Board of Directors, each for a term expiring at the next annual meeting of shareholders.
The twelve nominees named in the 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 |
436,954,104 | 4,751,508 | 403,938 | 28,049,093 | ||||
| Vincent Roche |
414,375,217 | 26,230,566 | 1,503,767 | 28,049,093 | ||||
| James A. Champy |
409,885,446 | 30,771,292 | 1,452,812 | 28,049,093 | ||||
| Anantha P. Chandrakasan |
387,334,079 | 53,321,956 | 1,453,515 | 28,049,093 | ||||
| Tunç Doluca |
438,571,846 | 3,126,693 | 411,011 | 28,049,093 | ||||
| Bruce R. Evans |
436,731,244 | 4,939,914 | 438,392 | 28,049,093 | ||||
| Edward H. Frank |
428,975,804 | 12,697,050 | 436,696 | 28,049,093 | ||||
| Laurie H. Glimcher |
436,231,006 | 5,450,021 | 428,523 | 28,049,093 | ||||
| Karen M. Golz |
432,219,494 | 9,462,193 | 427,863 | 28,049,093 | ||||
| Mercedes Johnson |
432,014,315 | 9,691,676 | 403,559 | 28,049,093 | ||||
| Kenton J. Sicchitano |
418,178,286 | 22,474,103 | 1,457,161 | 28,049,093 | ||||
| Susie Wee |
436,443,282 | 5,246,430 | 419,838 | 28,049,093 |
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 | |||
| 341,116,817 |
100,232,812 | 759,921 | 28,049,093 |
Proposal 3 – The approval of the Company’s 2022 Employee Stock Purchase Plan.
The shareholders approved the Company’s 2022 Employee Stock Purchase Plan. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 440,507,078 |
1,106,380 | 496,092 | 28,049,093 |
Proposal 4 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 29, 2022.
The shareholders ratified the Company’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 29, 2022. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstaining | ||
| 439,062,889 |
30,197,899 | 897,855 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Analog Devices, Inc. 2022 Employee Stock Purchase Plan, included as Appendix B to the Company’s definitive proxy statement on Schedule 14A (File No. 001-07819) as filed with the Securities and Exchange Commission on January 21, 2022 and incorporated herein by reference. | |
| 104 | Cover page Interactive Data File (formatted as Inline XBRL). | |
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 11, 2022 | ANALOG DEVICES, INC. | |||||
| By: | /s/ Prashanth Mahendra-Rajah | |||||
| Prashanth Mahendra-Rajah | ||||||
| Senior Vice President, Finance and Chief Financial Officer | ||||||