Analog Devices Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ADI
Semiconductors
Technology
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 11, 2026
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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.
As described in Item 5.07 below, on March 11, 2026, Analog Devices, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s shareholders approved the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan (the “Plan”). The Plan was adopted by the Company’s Board of Directors on December 10, 2025, subject to and effective upon the approval of the Company’s shareholders.
The description of the Plan contained on pages 79-89 of the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2026, is incorporated herein by reference. A complete copy of the Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting, the proposals listed below were submitted to a vote of the Company’s shareholders. The proposals are described in the Proxy Statement.
Proposal 1 – The election of ten nominees to the Company’s Board of Directors each for a term expiring at the next annual meeting of shareholders.
The ten nominees named in the Proxy Statement were elected to serve as directors until the Company’s 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 | ||||||||||
| Vincent Roche | 393,055,889 | 19,555,350 | 293,596 | 30,319,338 | ||||||||||
| Stephen M. Jennings | 404,676,301 | 7,913,625 | 314,909 | 30,319,338 | ||||||||||
| André Andonian | 400,043,026 | 12,500,714 | 361,095 | 30,319,338 | ||||||||||
| Edward H. Frank | 406,352,059 | 6,247,910 | 304,866 | 30,319,338 | ||||||||||
| Karen M. Golz | 407,675,981 | 4,924,151 | 304,703 | 30,319,338 | ||||||||||
| Peter B. Henry | 410,776,170 | 1,819,840 | 308,825 | 30,319,338 | ||||||||||
| Mercedes Johnson | 410,765,533 | 1,833,046 | 306,256 | 30,319,338 | ||||||||||
| Yoky Matsuoka | 412,134,479 | 462,633 | 307,723 | 30,319,338 | ||||||||||
| Ray Stata | 407,462,625 | 5,149,033 | 293,177 | 30,319,338 | ||||||||||
| Andrea F. Wainer | 409,099,183 | 3,268,058 | 537,594 | 30,319,338 | ||||||||||
Proposal 2 – The approval, by non-binding “say-on-pay” vote, of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in the Proxy Statement.
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 370,540,311 | 40,019,715 | 2,344,809 | 30,319,338 | ||||||||
Proposal 3 – The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
The shareholders ratified the Company’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The voting results were as follows:
| Votes For | Votes Against | Votes Abstaining | ||||||
| 411,253,252 | 30,848,081 | 1,122,840 | ||||||
Proposal 4 – Approval of the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan.
The shareholders approved the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan. The voting results were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 394,057,132 | 17,689,360 | 1,158,343 | 30,319,338 | ||||||||
Proposal 5 – The approval of the non-binding shareholder proposal regarding special meeting rights.
The shareholders did not approve the non-binding shareholder proposal regarding special meeting rights. The voting results were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 157,955,203 | 253,421,562 | 1,528,070 | 30,319,338 | ||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1# | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |||||||
| # | Indicates management contract or compensatory plan, contract or agreement. | |||||||
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, 2026 | ANALOG DEVICES, INC. | |||||||||||||||
| By: | /s/ Janene I. Asgeirsson | ||||||||||||||||
| Janene I. Asgeirsson | |||||||||||||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | |||||||||||||||||