8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 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.

At a meeting of the Board of Directors of Analog Devices, Inc. (the "Company") held on August 18, 2020, Dr. Laurie H. Glimcher, MD was elected as an independent Director to the Board of Directors, effective August 18, 2020, for a term continuing to the Company’s next annual meeting of shareholders in March 2021 when all directors will be subject to election by shareholders. Dr. Glimcher will serve on the Company’s Compensation Committee of the Board of Directors. In connection with her service on the Board of Directors, Dr. Glimcher will receive an annual cash retainer of $80,000, paid quarterly. In connection with her service on the Compensation Committee of the Board of Directors, Dr. Glimcher will also receive an annual cash retainer of $10,000.

Dr. Glimcher will automatically be granted on September 15, 2020 (or the next succeeding business day that the Nasdaq is open) under the Company’s 2020 Equity Incentive Plan a restricted stock unit award (rounded to the nearest 5 shares) with a value of approximately $117,945, representing the pro-rated value of the Company’s fiscal 2020 annual director grant, which shall vest and convert into shares of the Company’s common stock on the earlier of the date of the Company’s next annual meeting of shareholders or March 11, 2021.

Each non-employee director reelected at the next annual meeting of shareholders will be granted a restricted stock unit award for a number of shares of common stock approved by the Board on the date of the Company’s annual meeting of shareholders.

Director RSU awards vest in full upon the occurrence of a Change in Control Event (as defined in the Company’s 2020 Equity Incentive Plan) or the director’s death. If the director ceases to serve as a director by reason of his or her disability, as determined by the Board of Directors, each RSU award will vest in full.

There are no arrangements or understandings between Dr. Glimcher and any other person pursuant to which she was elected as a director. There are no transactions in which Dr. Glimcher has an interest requiring disclosure under Item 404(a) of Regulation S-K. In In addition, Dr. Glimcher will become party with the Company to the Company's form of Indemnification Agreement for Directors and Officers, filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended November 1, 2008.

A press release announcing these matters is filed as Exhibit 99.1 to this Current Report, and is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.	Description
99.1	Press release dated August 18, 2020.
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101.SCH	Inline XBRL Schema Document.**
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101.PRE	Inline XBRL Presentation Linkbase Document.**
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104	Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
**	Submitted electronically herewith.

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:	August 18, 2020	ANALOG DEVICES, INC.
		By:	/s/ Prashanth Mahendra-Rajah
			Prashanth Mahendra-Rajah
			Senior Vice President, Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

Analog Devices Appoints Dr. Laurie H. Glimcher to Board of Directors

August 18, 2020 - Norwood, MA

Analog Devices, Inc. (NASDAQ: ADI) today announced the appointment of Dr. Laurie H. Glimcher, MD, to the Board of Directors as an independent director, effective immediately. Dr. Glimcher is currently a Professor of Medicine at Harvard Medical School and the President and Chief Executive Officer of the Dana-Farber Cancer Institute.

Dr. Glimcher’s appointment expands the Board to 11 directors, nine of whom are independent. She will be a member of the Board’s Compensation Committee.

“We are excited to have Laurie join the ADI Board as we continue to invest and develop innovative healthcare solutions for our customers,” said Ray Stata, ADI Chairman of the Board. “Laurie is a distinguished immunologist with extensive experience working in both private and public settings to advance research, medical education and health policy. In addition, Laurie is a pioneering mentor and strong advocate promoting women’s role in science. The insights she has gained over her medical career will be of great benefit to ADI as we aim to accelerate the growth of our healthcare business.”

Dr. Glimcher speaks nationally and internationally on cancer, immunology, skeletal biology, and translational medicine, and has contributed more than 350 scholarly articles and papers to the medical literature. She also currently serves on the Board of Directors at GlaxoSmithKline Pharmaceutical Corporation.

In addition to a number of senior leadership roles held at both Harvard Medical School and Harvard School of Public Health from 1982 to present, she has also served as the Stephen and Suzanne Weiss Dean and Professor of Medicine of Weill Cornell Medicine and Provost for Medical Affairs of Cornell University. She is a member of the Board of Trustees at the Dana-Farber Cancer Institute and a member of the US National Academy of Sciences, the National Academy of Medicine, the American Academy of Arts and Sciences and the American Philosophical Society. She previously served on the Board of Directors of Bristol-Myers Squibb Pharmaceutical Corporation and Waters Corporation.

She is also the recipient of many awards and honors. In 2018, she received the American Association of Immunologists Lifetime Achievement Award; the Indiana University School of Medicine's Steven C. Beering Award for outstanding research contributions to advancement of biomedical or clinical science; and the L'Oréal-UNESCO Award for Women in Science. She has also received the 2017 George M. Kober Medal and the 2017 Award for Distinguished Research in the Biomedical Sciences from the Association of American Medical Colleges (AAMC).

Dr. Glimcher is a magna cum laude graduate of Radcliffe College, and holds an MD degree cum laude from Harvard Medical School.

About Analog Devices

Analog Devices (Nasdaq: ADI) is a leading global high-performance analog technology company dedicated to solving the toughest engineering challenges. We enable our customers to interpret the world around us by intelligently bridging the physical and digital with unmatched technologies that sense, measure, power, connect and interpret. Visit http://www.analog.com.

(ADI-WEB)

For more information, please contact:

Analog Devices, Inc.

Mr. Michael Lucarelli

Sr. Director of Investor Relations

781-461-3282

investor.relations@analog.com

XML

Document and Entity Information Document	Aug. 18, 2020	Nov. 25, 2019
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 18, 2020
Entity Incorporation, State or Country Code	MA
Entity File Number	1-7819
Entity Tax Identification Number	04-2348234
Entity Address, Address Line One	One Technology Way,
Entity Address, City or Town	Norwood,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02062
City Area Code	781
Local Phone Number	329-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.16 2/3 par value per share
Trading Symbol	ADI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Registrant Name	Analog Devices, Inc.
Entity Central Index Key		0000006281
Amendment Flag		false