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 12, 2014

 
 
 
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)
 
 
 
 
 
 
 
 
 
 
(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))




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

Voting Results.

 
 
At the 2014 Annual Meeting of Shareholders of Analog Devices, Inc. (the “Company”), held on March 12, 2014, 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 2015 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
258,218,520
1,027,025
266,458
17,229,639
Vincent T. Roche
258,496,743
727,594
287,666
17,229,639
Richard M. Beyer
258,678,595
383,372
450,036
17,229,639
James A. Champy
258,184,742
982,604
344,657
17,229,639
John C. Hodgson
258,784,028
390,660
337,315
17,229,639
Yves-Andre Istel
258,424,273
734,325
353,405
17,229,639
Neil Novich
258,122,772
1,043,842
345,389
17,229,639
F. Grant Saviers
257,639,273
1,556,113
316,617
17,229,639
Kenton J. Sicchitano
258,197,382
968,359
346,262
17,229,639
Lisa T. Su
258,859,136
356,038
296,829
17,229,639


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
249,629,544
8,766,308
1,116,151
17,229,639

Proposal 3 – The approval of our Amended and Restated 2006 Stock Incentive Plan.

The shareholders approved our Amended and Restated 2006 Stock Incentive Plan. The voting results were as follows:

Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
242,923,287
15,982,288
606,428
17,229,639




Proposal 4 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending November 1, 2014.

The shareholders ratified the Company’s selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending November 1, 2014. The voting results were as follows:

Votes For
Votes Against
Votes Abstaining
274,145,583
2,170,791
425,268




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 12, 2014
ANALOG DEVICES, INC.
 
 
By:
/s/ Margaret K. Seif
 
 
 
Margaret K. Seif
 
 
 
Vice President, General Counsel and Secretary