Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of Analog Devices, Inc. (the "Company") held on Wednesday, March 13, 2024, the proposals listed below were submitted to a vote of the Company's shareholders.The proposals are described in the Company's definitive proxy statement on Schedule 14A (the "Proxy Statement"), as filed with the Securities and Exchange Commission on January 19, 2024.
Proposal 1 - The election of eleven nominees to the Company's Board of Directors each for a term expiring at the next annual meeting of shareholders.
The eleven nominees named in the Proxy Statement were elected to serve as directors until the Company's next 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
|
Vincent Roche
|
398,202,381
|
22,073,352
|
481,768
|
28,362,343
|
Stephen M. Jennings
|
415,395,949
|
4,893,924
|
467,628
|
28,362,343
|
André Andonian
|
412,122,319
|
8,138,606
|
496,576
|
28,362,343
|
James A. Champy
|
399,716,810
|
20,541,837
|
498,854
|
28,362,343
|
Edward H. Frank
|
399,879,148
|
20,396,588
|
481,765
|
28,362,343
|
Laurie H. Glimcher
|
408,434,833
|
11,794,869
|
527,799
|
28,362,343
|
Karen M. Golz
|
411,779,883
|
8,435,413
|
542,205
|
28,362,343
|
Peter B. Henry
|
417,288,663
|
2,998,517
|
470,321
|
28,362,343
|
Mercedes Johnson
|
414,980,433
|
5,298,673
|
478,395
|
28,362,343
|
Ray Stata
|
414,835,334
|
5,482,967
|
439,200
|
28,362,343
|
Susie Wee
|
409,197,789
|
11,095,657
|
464,055
|
28,362,343
|
Proposal 2 - The approval, by non-binding "say-on-pay" vote, of the compensation of the Company's named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in the Proxy Statement.
The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results were as follows:
|
Votes For
|
Votes Against
|
Votes Abstaining
|
Broker Non-Votes
|
304,137,471
|
115,622,488
|
997,542
|
28,362,343
|
Proposal 3 - The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending November 2, 2024.
The shareholders ratified the Company's selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending November 2, 2024. The voting results were as follows:
|
Votes For
|
Votes Against
|
Votes Abstaining
|
411,547,592
|
36,684,012
|
888,240
|
Proposal 4 - The approval of the non-binding shareholder proposal regarding simple majority vote.
The shareholders approved the non-binding shareholder proposal regarding simple majority vote. The voting results were as follows:
|
Votes For
|
Votes Against
|
Votes Abstaining
|
Broker Non-Votes
|
375,766,140
|
43,586,679
|
1,404,682
|
28,362,343
|