ANALOG DEVICES INC - FORM 8-K - March 11, 2011

 
 
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 8, 2011
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 Annual Meeting of Shareholders of Analog Devices, Inc., held on March 8, 2011, 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 2012 annual meeting. Information as to the vote on each director standing for election is provided below:
                                 
Nominee   Votes   Votes           Broker
    For   Against   Votes Abstaining   Non-Votes
Ray Stata
    232,175,198       2,592,427       72,456       19,163,188  
Jerald G. Fishman
    230,978,505       3,751,271       110,305       19,163,188  
James A. Champy
    232,899,804       1,752,055       188,222       19,163,188  
John L. Doyle
    230,566,214       4,123,518       150,349       19,163,188  
John C. Hodgson
    233,590,481       934,126       315,474       19,163,188  
Yves-Andre Istel
    232,680,744       2,005,730       153,607       19,163,188  
Neil Novich
    230,971,689       3,592,558       275,834       19,163,188  
F. Grant Saviers
    230,531,685       4,107,753       200,643       19,163,188  
Paul J. Severino
    231,275,898       3,415,853       148,330       19,163,188  
Kenton J. Sicchitano
    233,766,299       870,525       203,257       19,163,188  
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 Non-Votes
             
190,874,220   42,943,626   1,022,235   19,163,188
Proposal 3— The determination of the frequency of the vote on our executive compensation program.
     The voting results were as follows:
                 
1 Year   2 Years   3 Years   Votes Abstaining   Broker Non-Votes
                 
141,178,262   1,666,211   91,015,077   980,531   19,163,188
Based on these results and consistent with a majority of votes cast with respect to this matter, our Board of Directors has adopted a policy to hold an annual advisory vote on executive compensation.

 

 

Proposal 4 — The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 29, 2011.
     The shareholders ratified the Company’s selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending October 29, 2011. The voting results were as follows:
         
Votes For   Votes Against   Votes Abstaining
         
250,417,151   3,305,024   281,094

 

 

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, 2011  ANALOG DEVICES, INC.
 		  
  By:   /s/ Margaret K. Seif    
    Margaret K. Seif   
    Vice President, General Counsel and Secretary   
 

 

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