--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-066812" form_type: "8-K" ticker: "ADI" cik: "0000006281" company_name: "ANALOG DEVICES INC" filed_at: "2023-03-10T23:59:59+00:00" generated_at: "2026-06-18T06:02:47.415685+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.1 calibrated_materiality_score: 0.1 confidence: "high" source: SEC EDGAR --- # Analog Devices shareholders elect all 11 directors, approve say-on-pay and auditor ratification ## Summary - All 11 director nominees elected, each with over 385M votes for, broker non-votes ~29.3M. - Say-on-pay approved (341.6M for, 81.9M against); advisory frequency set to annual. - Ratification of Ernst & Young as auditor for FY ending Oct 28, 2023 passed (419.7M for, 33.1M against). - Vote totals reflect all proposals passing with substantial shareholder support. ## SEC filing metadata - accession: 0001193125-23-066812 - form_type: 8-K - ticker: ADI - cik: 0000006281 - company_name: ANALOG DEVICES INC - filed_at: 2023-03-10T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.1 - calibrated_materiality_score: 0.1 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/6281/000119312523066812/0001193125-23-066812-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/6281/000119312523066812/d475036d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-066812 - JSON: https://secwatch.observer/filing/0001193125-23-066812.json - Plain text: https://secwatch.observer/filing/0001193125-23-066812.txt ## Key facts - Shareholder Votes ANALOG DEVICES INC shareholders approved Approval, by non-binding vote, of the frequency of future advisory votes on executive compensation at the 2023-03-08 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-03-08 source text: Proposal 3 – The approval, by non-binding “say-on-frequency” vote, regarding the frequency of future advisory votes on the compensation of our named executive officers. The shareholders approved, on an advisory basis, of holding a say on pay vote every year. The voting results were as follows: 1 Year 2 Years 3 Years Votes Abstaining Broker Non-Votes 417,601,087 822,538 5,485,945 471,091 29,295,230 evidence_url: https://www.sec.gov/Archives/edgar/data/6281/000119312523066812/0001193125-23-066812-index.htm - Shareholder Votes ANALOG DEVICES INC shareholders approved Election of eleven nominees to our Board of Directors at the 2023-03-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-03-08 source text: 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 nominees named in the Proxy Statement were elected to serve as directors until our next annual meeting of shareholders. The voting results for each director standing for election were as follows: Nominee Votes For Votes Against Votes Abstaining Broker Non-Votes Vincent Roche 398,962,251 24,847,115 571,295 29,295,230 James A. Champy 385,447,655 31,029,450 7,903,556 29,295,230 André Andonian 421,743,785 2,144,089 492,787 29,295,230 Anantha P. Chandrakasan 413,931,289 10,018,603 430,769 29,295,230 Edward H. Frank 404,485,484 19,434,294 460,883 29,295,230 Laurie H. Glimcher 414,359,679 9,584,665 436,317 29,295,230 Karen M. Golz 414,521,965 9,383,290 475,406 29,295,230 Mercedes Johnson 412,326,385 11,629,943 424,333 29,295,230 Kenton J. Sicchitano 404,860,366 19,044,699 475,596 29,295,230 Ray Stata 417,317,024 6,226,041 837,596 29,295,230 Su evidence_url: https://www.sec.gov/Archives/edgar/data/6281/000119312523066812/0001193125-23-066812-index.htm - Shareholder Votes ANALOG DEVICES INC shareholders approved Approval, by non-binding vote, of the compensation of our named executive officers at the 2023-03-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-03-08 source text: Proposal 2 – The approval, by non-binding “say on pay” vote, of the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in the 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 341,630,475 81,871,225 878,961 29,295,230 evidence_url: https://www.sec.gov/Archives/edgar/data/6281/000119312523066812/0001193125-23-066812-index.htm - Shareholder Votes ANALOG DEVICES INC shareholders approved Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm at the 2023-03-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-03-08 source text: Proposal 4 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 28, 2023. The shareholders ratified the Company’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 28, 2023. The voting results were as follows: Votes For Votes Against Votes Abstaining 419,650,404 33,123,152 902,335 evidence_url: https://www.sec.gov/Archives/edgar/data/6281/000119312523066812/0001193125-23-066812-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.