Additional Proxy Soliciting Materials (definitive) (defa14a)
11 Fevereiro 2022 - 6:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY
STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the
Registrant ☑
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Analog Devices, Inc.
(Name of Registrant as Specified in Its
Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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on which the filing fee is calculated and state how it was determined):
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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This letter is intended to serve as a Report Feedback Statement regarding Glass Lewiss Proxy Paper
on Analog Devices, Inc. (ADI) published on February 7, 2022. In its analysis, Glass Lewis recommended to vote AGAINST proposal 2, ADIs advisory vote on executive compensation. We appreciate the opportunity to provide a response to the
Proxy Paper on ADI.
February 11, 2022
To Our
Shareholders,
As the Compensation Committee of the Board of Directors of ADI, we are writing to provide additional context and rationale regarding our
compensation decisions as described in ADIs 2022 Proxy Statement, and specifically, in response to points raised by Glass Lewis in its Proxy Paper regarding certain stock options granted to our Chief Executive Officer, Vincent Roche, during
fiscal 2021 (CEO Performance Stock Option).
We invite you to review our 2022 Proxy Statement, and we would be pleased to discuss any questions you may
have regarding our executive compensation program, the CEO Performance Stock Option or other aspects of our corporate governance.
The CEO
Performance Stock Option promotes shareholder interests and is designed to drive strong sustained performance.
Since Mr. Roches
tenure as CEO began in 2013 through the end of fiscal 2021, ADIs total shareholder return has increased to 371%, 1.5x the S&P 500 return of 237% for the same time period, and ADIs market capitalization has increased by more than
$80 billion. The CEO Performance Stock Option was granted when the acquisition of Maxim Integrated remained pending to provide Mr. Roche with a strong incentive to continue to create sustained exceptional stock price growth.
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The design and quantum of the award are aligned with shareholder interests. In designing the CEO
Performance Stock Option, we considered the following factors:
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The need to incentivize continued stock price appreciation following an
all-equity acquisition (i.e., Maxim Integrated);
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Mr. Roches unique depth of understanding of ADI, strength of leadership capability and vision to drive
the long-term corporate strategy and ADIs continued success; and
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The importance of Mr. Roches continued leadership during this critical phase of ADIs growth,
particularly in light of the demand for executive talent among some of ADIs key competitors, and in the technology industry at large.
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The total value of the award is $14.4 million. When annualized over the five-year performance period, the value is $2.9 million per
year, approximately one-third of the average value of Mr. Roches long-term incentive compensation over the past three years. We believe this performance stock option provides an appropriate
retention incentive.
We do not intend to grant Mr. Roche additional special awards during the performance period of this award.
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The award is tied to challenging stock price appreciation goals and there are no retesting provisions. The
CEO Performance Stock Option vests based on three challenging stock price attainment goals of $180 per share, $200 per share and $220 per share, each of which if sustained for a period of 70 consecutive trading days, results in a portion of the
award vesting. While these goals may be achieved at any point during the five-year performance period, there are no alternative performance conditions that provide a separate opportunity for vesting if the stock price attainment goals are not
achieved. If the stock price does not increase by at least 47% from the baseline price during the five-year performance period, the entire award is forfeited, and the full target award may only be earned if the stock price increases by 79% from the
baseline price.
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The award incentivizes sustainable shareholder value creation over time. We determined to issue this award
in the form of performance-vested stock options, rather than restricted stock units, because Mr. Roche will only realize value from the award if significant increases in ADIs stock price are sustained above the exercise price of $144.06.
Further, options earned will only be exercisable one year after the accompanying stock price hurdle has been achieved. We believe the award provides a strong incentive to achieve, and then maintain, a long-term stock price increase.
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We are firmly committed to a pay for performance philosophy. As the Compensation Committee, we take our responsibilities
seriously, and, after robust consultation with the Committees independent compensation consultant and advisors, make decisions with the interests of ADI and its shareholders in mind.
Your support is important to us. Thank you for your consideration.
Best regards,
/s/ Edward H.
Frank
Edward H. Frank, Ph.D, on behalf of the Compensation Committee of the Board of Directors of Analog Devices, Inc.
Submitted by:
/s/ Janene
Asgeirsson
Janene Asgeirsson
Chief Legal Officer, Chief Risk Officer and Corporate Secretary
Phone: 781-937-1164
Email:
Janene.Asgeirsson@analog.com
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