Form 8-K

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 13, 2013

 
Analog Devices, Inc.
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
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  

(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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

Voting Results.

 
 
At the 2013 Annual Meeting of Shareholders of Analog Devices, Inc. (the “Company”), held on March 13, 2013, 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 ten nominees to our Board of Directors each for a term of one year.

The ten (10) nominees named in the definitive proxy statement were elected to serve as directors until the 2014 annual meeting. 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
 
251,023,084
 
978,464
 
200,758
 
16,717,436
Jerald G. Fishman
 
250,317,287
 
1,554,254
 
330,765
 
16,717,436
James A. Champy
 
251,227,025
 
617,870
 
357,411
 
16,717,436
John C. Hodgson
 
251,473,852
 
372,408
 
356,046
 
16,717,436
Yves-Andre Istel
 
251,233,914
 
611,235
 
357,157
 
16,717,436
Neil Novich
 
244,235,475
 
7,576,127
 
390,704
 
16,717,436
F. Grant Saviers
 
243,889,113
 
7,957,664
 
355,529
 
16,717,436
Paul J. Severino
 
244,615,370
 
7,231,289
 
355,647
 
16,717,436
Kenton J. Sicchitano
 
251,525,141
 
319,727
 
357,438
 
16,717,436
Lisa T. Su
 
251,330,609
 
521,576
 
350,121
 
16,717,436

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
224,316,748
 
25,805,078
 
2,080,480
 
16,717,436

Proposal 3 – The approval of our Executive Section 162(m) Plan.

The shareholders approved our Executive Section 162(m) Plan. The voting results were as follows:
Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
247,470,209
 
4,215,493
 
516,604
 
16,717,436

Proposal 4 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending November 2, 2013.

The shareholders ratified the Company’s selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending November 2, 2013. The voting results were as follows:
Votes For
 
Votes Against
 
Votes Abstaining
265,578,894
 
3,088,351
 
252,497



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 14, 2013
ANALOG DEVICES, INC.
 
By:
/s/ Margaret K. Seif
 
 
Margaret K. Seif
 
 
Vice President, General Counsel and Secretary