{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-005302","form_type":"8-K","ticker":"ADI","cik":"0000006281","company_name":"ANALOG DEVICES INC","filed_at":"2025-01-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:06.066489+00:00","generated_at":"2026-05-28T04:06:21.243293+00:00","sec_items":["5.02","5.03","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Analog Devices board changes: Champy retires, Wainer appointed; special meeting threshold lowered to 25%","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-005302","json":"https://secwatch.observer/filing/0001193125-25-005302.json","markdown":"https://secwatch.observer/filing/0001193125-25-005302.md","text":"https://secwatch.observer/filing/0001193125-25-005302.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/6281/000119312525005302/0001193125-25-005302-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/6281/000119312525005302/d909821d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-28T04:06:21.243293+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6e205147e2","claim":"James Champy retired as Director at ANALOG DEVICES INC.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/6281/000119312525005302/0001193125-25-005302-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a13c08810b","claim":"Andrea F. Wainer was appointed as Director at ANALOG DEVICES INC.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/6281/000119312525005302/0001193125-25-005302-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"2a5b17b3585d2b49995ce4ca75c0ad6054eb9eb8","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/6281/000119312525005302/0001193125-25-005302-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-01-09"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}