Analog Devices board changes: Champy retires, Wainer appointed; special meeting threshold lowered to 25%

ANALOG DEVICES INC

James Champy informed board he will retire and not stand for re-election at 2025 annual meeting on March 12, 2025; no disagreement involved.
Andrea F. Wainer appointed as independent director effective Jan 9, 2025; board increased to 12 members.
Wainer receives $100k annual board retainer, $15k committee retainer, and $235k RSU award vesting at 2025 annual meeting.
Bylaw amended: shareholder special meeting threshold lowered from 80% to 25% of outstanding shares, with new procedural requirements.
Champy will continue as director and on Nominating and Corporate Governance Committee until the annual meeting.

item 5.02 item 5.03 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

James Champy

Director

ADI · ANALOG DEVICES INC

Effective: 2025-03-12
Filed: January 13, 2025, 6:59 PM ET

On January 9, 2025, James Champy informed the Board of Directors (the “Board”) of Analog Devices, Inc. (the “Company”) that he had decided to retire from the Board and not to stand for re-election at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”) to be held on March 12, 2025.

Appointed

Andrea F. Wainer

Director

ADI · ANALOG DEVICES INC

Effective: 2025-01-09
Filed: January 13, 2025, 6:59 PM ET

On January 9, 2025, the Board increased the size of the Board to twelve members and appointed Andrea F. Wainer as an independent director, effective as of the same day

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

James Champy retired as Director at ANALOG DEVICES INC.

Action: retired
Role: Director

Exact text from the filing

On January 9, 2025, James Champy informed the Board of Directors (the “Board”) of Analog Devices, Inc. (the “Company”) that he had decided to retire from the Board and not to stand for re-election at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”) to be held on March 12, 2025.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Andrea F. Wainer was appointed as Director at ANALOG DEVICES INC.

Action: appointed
Role: Director

Exact text from the filing

On January 9, 2025, the Board increased the size of the Board to twelve members and appointed Andrea F. Wainer as an independent director, effective as of the same day

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ANALOG DEVICES INC: Amended bylaws to lower ownership threshold for calling a special meeting from 80% to 25% and added related information and timing requirements (effective 2025-01-09).

Change: bylaw amendment
Effective: 2025-01-09

Exact text from the filing

On January 9, 2025 the Board approved and adopted an amendment to the Company’s existing Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”), which became effective immediately. The amendment effected by the Second Amended and Restated Bylaws lowers the ownership threshold required for shareholders to call a special meeting of shareholders from 80% of the Company’s outstanding shares to 25% of the Company’s outstanding shares, subject to certain holding requirements.

View on SEC.gov

83 governance changes filed in the last 30 days. Browse all governance changes →

ANALOG DEVICES INC filing history →

Source: SEC EDGAR

accession 0001193125-25-005302

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.