Executive Change · Shareholder Vote

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 9, 2022     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 Analog Way Wilmington , MA   01887 (Address of Principal Executive Offices)   (Zip Code) Registrant’s telephone number, including area code: (781) 935-5565 Not Applicable (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)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock $0.16 2/3 par value per share   ADI   Nasdaq Global Select Market 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. (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