UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

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 13, 2013

 
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 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







This Amendment No. 1 on Form 8-K/A amends and restates Item 5.07 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2013 by Analog Devices, Inc.

Item 5.07.     Submission of Matters to a Vote of Security Holders.

Voting Results.

 
 
At the 2013 Annual Meeting of Shareholders of Analog Devices, Inc. (the “Company”), held on March 13, 2013, the proposals listed below were submitted to a vote of our shareholders. The proposals are described in our definitive proxy statement for the Annual Meeting.

Proposal 1 – The election of ten nominees to our Board of Directors each for a term of one year.

The ten (10) nominees named in the definitive proxy statement were elected to serve as directors until the 2014 annual meeting. 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
 
254,625,235
 
985,269
 
209,201
 
16,717,436
Jerald G. Fishman
 
253,882,965
 
1,572,967
 
363,773
 
16,717,436
James A. Champy
 
254,830,999
 
622,434
 
366,272
 
16,717,436
John C. Hodgson
 
255,078,602
 
375,746
 
365,357
 
16,717,436
Yves-Andre Istel
 
254,822,286
 
631,174
 
366,245
 
16,717,436
Neil Novich
 
247,840,315
 
7,579,356
 
400,034
 
16,717,436
F. Grant Saviers
 
247,428,573
 
8,026,534
 
364,598
 
16,717,436
Paul J. Severino
 
248,221,053
 
7,234,140
 
364,512
 
16,717,436
Kenton J. Sicchitano
 
255,115,362
 
332,853
 
371,490
 
16,717,436
Lisa T. Su
 
254,936,272
 
524,451
 
358,982
 
16,717,436

Proposal 2 – The approval of the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in our 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
227,687,756
 
25,913,714
 
2,218,235
 
16,717,436

Proposal 3 – The approval of our Executive Section 162(m) Plan.

The shareholders approved our Executive Section 162(m) Plan. The voting results were as follows:
Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
250,908,314
 
4,317,808
 
593,583
 
16,717,436

Proposal 4 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending November 2, 2013.

The shareholders ratified the Company’s selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending November 2, 2013. The voting results were as follows:
Votes For
 
Votes Against
 
Votes Abstaining
269,133,923
 
3,089,750
 
313,468





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 14, 2013
ANALOG DEVICES, INC.
 
By:
/s/ Margaret K. Seif
 
 
Margaret K. Seif
 
 
Vice President, General Counsel and Secretary