Analog Devices (ADI) 8-KDeparture of Directors or Certain Officers

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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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:

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:

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:

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:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.