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): December 5, 2023

_____________________________________________________________________________________________________

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 Analog Way
Wilmington,	MA	01887
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (781) 935-5565  

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.

On December 5, 2023, the Board of Directors (the “Board”) of Analog Devices, Inc. (the “Company”) increased the size of the Board to thirteen members and appointed Peter B. Henry as an independent director, effective as of the same day, for a term continuing to the Company’s next annual meeting of shareholders, when all directors will be subject to election by shareholders. In addition, on December 5, 2023, the Board appointed Dr. Henry as a member of the Audit Committee, effective as of the same day. Dr. Henry will receive annual cash retainers of $90,000 for service on the Board and $15,000 for service on the Audit Committee.

Dr. Henry will be granted on January 16, 2024 (or the next succeeding business day that the Nasdaq is open) under the Company’s 2020 Equity Incentive Plan a restricted stock unit (“RSU”) award (rounded to the nearest share) with a value of approximately $57,945, representing the pro-rated value of the Company’s fiscal 2023 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 8, 2024.

Each non-employee director reelected at the next annual meeting of shareholders will be granted a RSU 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, each RSU award will vest in full.

In connection with his election the Board, the Company will enter into an indemnification agreement with Dr. Henry in substantially the same form as previously filed with the Securities and Exchange Commission as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 1, 2008.

There are no arrangements or understandings between Dr. Henry and any other person pursuant to which he was elected as a director. There are no transactions in which Dr. Henry has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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 December 7, 2023.
104	Cover page Interactive Data File (formatted as inline XBRL).

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:	December 7, 2023	ANALOG DEVICES, INC.
		By:	/s/ Janene I. Asgeirsson
			Janene I. Asgeirsson
				Senior Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

CONTACT:

Michael Lucarelli

Vice President, Investor Relations and FP&A

Analog Devices

Investor.Relations@analog.com

Ferda Millan

Global PR and External Communications

Analog Devices

Ferda.Millan@analog.com

    For Release: December 7, 2023

Analog Devices Appoints Peter Henry to its Board of Directors

December 7, 2023—Wilmington, MA—Analog Devices, Inc. (Nasdaq: ADI) today announced that its Board of Directors has appointed Dr. Peter B. Henry, a renowned international economist, as an independent director and member of the Board’s Audit Committee effective December 5, 2023. Dr. Henry is currently the Class of 1984 Senior Fellow at the Hoover Institution and Senior Fellow at the Freeman Spogli Institute for International Studies, both at Stanford University. Dr. Henry is also Dean Emeritus of New York University’s Leonard N. Stern School of Business. His appointment expands ADI’s Board to 13 members.

“We are delighted to welcome Peter to the ADI Board,” said Vincent Roche, ADI’s CEO and Chair. “He is an accomplished academic leader and a well-known figure in foreign affairs, global economics, and international finance. We look forward to bringing his significant expertise and global perspective to our Board as we continue to solve our customers’ toughest challenges and enable breakthroughs at the Intelligent Edge.”

Dr. Henry also leads the Ph.D. Excellence Initiative (PhDEI), a post-baccalaureate program designed to address underrepresentation in economics by mentoring exceptional students from underrepresented backgrounds interested in pursuing doctoral studies in the field. For his founding and leadership of the PhDEI, Dr. Henry received the 2022 Impactful Mentoring Award from the American Economic Association.

Dr. Henry currently serves on the Boards of Directors of Citigroup and NIKE, Inc., and as Chair of the Board of the National Bureau of Economic Research. He is a member of the Council on Foreign Relations.

Previously, Dr. Henry served at New York University’s Leonard N. Stern School of Business as the William R. Berkley Professor of Economics and prior to that as Dean. Before that, Dr. Henry was the Konosuke Matsushita Professor of International Economics at the Stanford University Graduate School of Business, where his early research was funded by a National Science Foundation CAREER Award.

Dr. Henry received a bachelor’s degree in economics from the University of North Carolina at Chapel Hill, a bachelor’s degree in mathematics from Oxford University where he was a Rhodes Scholar, and a Ph.D. in economics from the Massachusetts Institute of Technology.

About Analog Devices, Inc.

Analog Devices, Inc. (NASDAQ: ADI) is a global semiconductor leader that bridges the physical and digital worlds to enable breakthroughs at the Intelligent Edge. ADI combines analog, digital, and software technologies into solutions that help drive advancements in digitized factories, mobility, and digital healthcare, combat climate change, and reliably connect humans and the world. With revenue of more than $12 billion in FY23 and approximately 26,000 people globally working alongside 125,000 global customers, ADI

ensures today’s innovators stay Ahead of What’s Possible. Learn more at www.analog.com and on LinkedIn and Twitter (X).

(ADI-WEB)

XML

Document and Entity Information	Dec. 05, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 05, 2023
Entity Registrant Name	Analog Devices, Inc.
Entity Incorporation, State or Country Code	MA
Entity File Number	1-7819
Entity Tax Identification Number	04-2348234
Entity Address, Address Line One	One Analog Way
Entity Address, City or Town	Wilmington,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01887
City Area Code	781
Local Phone Number	935-5565
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 Central Index Key	0000006281
Amendment Flag	false