Analog Devices Inc.

03/14/2024 | Press release | Distributed by Public on 03/14/2024 14:45

Submission of Matters to a Vote of Security Holders - Form 8-K

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