8-K 1 form8-k2015annualmeetingvo.htm FORM 8-K 2015 ANNUAL MEETING VOTE Form 8-K 2015 Annual Meeting Vote

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 11, 2015

 
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)
 
 
 
 
 
 
(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 2015 Annual Meeting of Shareholders of Analog Devices, Inc. (the “Company”), held on March 11, 2015, 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 eleven nominees to our Board of Directors each for a term expiring at the next annual meeting of shareholders.

The eleven (11) nominees named in the definitive proxy statement were elected to serve as directors until our 2016 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
266,425,077
1,051,972
237,242
15,711,690
Vincent T. Roche
266,901,747
547,671
264,873
15,711,690
José E. Almeida
266,637,495
649,716
427,080
15,711,690
Richard M. Beyer
266,893,581
306,559
514,151
15,711,690
James A. Champy
265,685,258
1,514,549
514,484
15,711,690
Edward H. Frank
266,748,070
385,683
580,538
15,711,690
John C. Hodgson
266,771,779
391,075
551,437
15,711,690
Yves-Andre Istel
266,729,468
505,515
479,308
15,711,690
Neil Novich
266,681,328
462,590
570,373
15,711,690
Kenton J. Sicchitano
266,536,195
681,460
496,636
15,711,690
Lisa T. Su
266,871,235
315,292
527,764
15,711,690

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
260,790,940
5,556,682
1,366,669
15,711,690

Proposal 3 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2015.

The shareholders ratified the Company’s selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending October 31, 2015. The voting results were as follows:

Votes For
Votes Against
Votes Abstaining
280,434,220
2,563,652
428,109



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, 2015
ANALOG DEVICES, INC.
 
 
By:
/s/ Margaret K. Seif
 
 
 
Margaret K. Seif
 
 
 
Senior Vice President, General Counsel and Secretary