Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2012



Analog Devices, Inc.

(Exact name of registrant as specified in its charter)




Massachusetts   1-7819   04-2348234

(State or other jurisdiction

of incorporation



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


(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))




Item 3.01. Notice of Delisting or Failure to Satisfy a Continue Listing Rule or Standard; Transfer of Listing.

On March 13, 2012, the Board of Directors (the “Board”) of Analog Devices, Inc. (the “Company”) approved the voluntary withdrawal of the Company’s common stock (the “Common Stock”) from listing on the New York Stock Exchange. The Board also approved the listing of the Common Stock on The NASDAQ Global Select Market (“NASDAQ”). The Common Stock is expected to commence trading on NASDAQ on or about April 2, 2012 under the Company’s current trading symbol, “ADI”. The Company expects that the Common Stock will cease trading on the New York Stock Exchange effective upon the close of market on March 30, 2012.

On March 13, 2012, the Company provided written notice to NYSE and issued a press release announcing that the transfer of the listing of the Common Stock to NASDAQ, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.


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

Voting Results.

At the Annual Meeting of Shareholders of Analog Devices, Inc., held on March 13, 2012, 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 nine nominees to our Board of Directors each for a term of one year.

The nine (9) nominees named in the definitive proxy statement were elected to serve as directors until the 2013 annual meeting. Information as to the vote on each director standing for election is provided below:




Ray Stata

     235,360,237         1,269,567         104,494         18,543,362   

Jerald G. Fishman

     234,213,761         2,384,631         135,906         18,543,362   

James A. Champy

     234,954,921         1,434,731         344,646         18,543,362   

John C. Hodgson

     235,763,188         624,084         347,026         18,543,362   

Yves-Andre Istel

     234,540,482         1,797,002         396,814         18,543,362   

Neil Novich

     231,412,595         4,974,349         347,354         18,543,362   

F. Grant Saviers

     230,200,972         6,190,277         343,049         18,543,362   

Paul J. Severino

     231,467,499         4,928,083         338,716         18,543,362   

Kenton J. Sicchitano

     235,651,296         735,928         347,074         18,543,362   

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.

Our 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
207,347,328    26,963,095    2,423,875    18,543,362

Proposal 3 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending November 3, 2012.

The shareholders ratified the Company’s selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending November 3, 2012. The voting results were as follows:


Votes For    Votes Against    Votes Abstaining
252,472,432    2,572,090    233,138

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference.


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 15, 2012     ANALOG DEVICES, INC.

/s/ David A. Zinsner

      David A. Zinsner
      Vice President, Finance and Chief Financial Officer






99.1    Press Release issued by Analog Devices, Inc. on March 13, 2012