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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 10, 2021
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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 Analog Way, Wilmington, MA 01887
(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 5.07. Submission of Matters to a Vote of Security Holders.

Voting Results.

At the 2021 Annual Meeting of the Shareholders of Analog Devices, Inc. (the "Company"), held on March 10, 2021, 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 (the "Proxy Statement").

Proposal 1 – The election of eleven nominees to our Board of Directors each for a term expiring at the next annual meeting of shareholders.

The eleven 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 305,753,038 7,924,033 246,335 19,164,653
Vincent Roche 308,295,683 5,376,348 251,375 19,164,653
James A. Champy 298,955,351 14,707,475 260,580 19,164,653
Anantha P. Chandrakasan 291,410,793 22,258,638 253,975 19,164,653
Bruce R. Evans 312,808,755 834,354 280,297 19,164,653
Edward H. Frank 311,028,959 2,622,238 272,209 19,164,653
Laurie H. Glimcher 313,074,557 580,747 268,102 19,164,653
Karen M. Golz 312,756,463 898,210 268,733 19,164,653
Mark M. Little 313,029,409 623,682 270,315 19,164,653
Kenton J. Sicchitano 302,522,032 11,117,797 283,577 19,164,653
Susie Wee 313,095,088 577,721 250,597 19,164,653

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
297,280,785 15,810,987 831,634 19,164,653


Proposal 3 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 30, 2021.

The shareholders ratified the Company’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 30, 2021. The voting results were as follows:

Votes For Votes Against Votes Abstaining
321,256,302 11,193,078 638,679




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, 2021 ANALOG DEVICES, INC.
  		 
  By:   /s/ Prashanth Mahendra-Rajah  
    Prashanth Mahendra-Rajah  
    Senior Vice President, Finance and Chief Financial Officer  


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