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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 11, 2020
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Analog Devices, Inc.
(Exact name of Registrant as Specified in its Charter)
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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  

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)As described in Item 5.07 below, on March 11, 2020, Analog Devices, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, the Company’s shareholders approved the Analog Devices, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan was adopted by the Company’s Board of Directors (the “Board”) on December 11, 2019, subject to and effective upon the approval of our shareholders.

The description of the 2020 Plan contained on pages 72-81 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 24, 2020, is incorporated herein by reference. A complete copy of the 2020 Plan is included as Appendix B to the Proxy Statement and is incorporated herein by reference.

The Compensation Committee of the Board has approved the following forms of award agreements for grants pursuant to the 2020 Plan: (i) Financial Metric Performance Restricted Stock Unit Agreement for Employees; (ii) Global Non-Qualified Stock Option Agreement for Employees; (iii) Global Restricted Stock Unit Agreement for Employees; (iv) Restricted Stock Unit Agreement for Directors; and (v) Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees. Each of these forms of award agreements were filed as Exhibits 10.1 to 10.5, respectively, to the Company's Quarterly Report on Form 10-Q for the quarter ended February 1, 2020, filed with the SEC on February 19, 2020, and are incorporated herein by reference.

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

Voting Results.

At the 2020 Annual Meeting, the proposals listed below were submitted to a vote of our shareholders. The proposals are described in our Proxy Statement.

Proposal 1 – The election of ten nominees to our 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 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 302,695,469    6,740,895    110,111    20,548,812   
Vincent Roche 305,740,148    3,691,803    114,524    20,548,812   
James A. Champy 296,257,698    13,162,238    126,539    20,548,812   
Anantha P. Chandrakasan 273,257,464    36,162,022    126,989    20,548,812   
Bruce R. Evans 308,846,472    573,350    126,653    20,548,812   
Edward H. Frank 306,511,566    2,909,049    125,860    20,548,812   
Karen M. Golz 309,047,322    380,722    118,431    20,548,812   
Mark M. Little 308,463,637    953,354    129,484    20,548,812   
Kenton J. Sicchitano 299,413,753    10,000,378    132,344    20,548,812   
Susie Wee 308,294,588    1,132,449    119,438    20,548,812   

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
296,365,365    12,747,685    433,425    20,548,812   




Proposal 3 – The approval of our 2020 Plan.

The shareholders approved our 2020 Plan. The voting results were as follows:

Votes For Votes Against Votes Abstaining Broker Non-Votes
298,407,916    10,901,660    236,899    20,548,812   


Proposal 4 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2020.

The shareholders ratified the Company’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2020. The voting results were as follows:

Votes For Votes Against Votes Abstaining
319,426,187    10,167,878    501,222   

Item 9.01.     Financial Statements and Exhibits.
(d)  Exhibits

Exhibit No. Description
 
10.1#   
Analog Devices, Inc. 2020 Equity Incentive Plan, included as Appendix B to the Company's definitive proxy statement on Schedule 14A (File No. 001-07819) as filed with the SEC on January 24, 2020 and incorporated herein by reference.
10.2#   
Form of Financial Metric Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-07819) as filed with the SEC on February 19, 2020 and incorporated herein by reference.
10.3#      
Form of Global Non-Qualified Stock Option Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-07819) as filed with the SEC on February 19, 2020 and incorporated herein by reference.
10.4#      
Form of Global Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-07819) as filed with the SEC on February 19, 2020 and incorporated herein by reference.
10.5#      
Form of Restricted Stock Unit Agreement for Directors for usage under the Company's 2020 Equity Incentive Plan, filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-07819) as filed with the SEC on February 19, 2020 and incorporated herein by reference.
10.6#      
Form of Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan, filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-07819) as filed with the SEC on February 19, 2020 and incorporated herein by reference.
101.INS    The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH    Inline XBRL Schema Document.**
101.CAL    Inline XBRL Calculation Linkbase Document.**
101.LAB    Inline XBRL Labels Linkbase Document.**
101.PRE    Inline XBRL Presentation Linkbase Document.**
101.DEF    Inline XBRL Definition Linkbase Document.**
104    Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
**    Submitted electronically herewith.
#    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 11, 2020 ANALOG DEVICES, INC.
  		 
  By:   /s/ Prashanth Mahendra-Rajah  
    Prashanth Mahendra-Rajah  
    Senior Vice President, Finance and Chief Financial Officer  


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