UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of The Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 24, 2022, the Board of Directors (the “Board”) of Analog Devices, Inc. (the “Company”) increased the size of the Board to thirteen members and elected André Andonian as an independent director, effective June 27, 2022, for a term continuing to the Company’s next annual meeting of shareholders, when all directors will be subject to election by shareholders. Mr. Andonian will receive annual cash retainers of $90,000 for service on the Board, $10,000 for service on the Nominating and Corporate Governance Committee and $10,000 for service on the Corporate Development Committee.
Mr. Andonian will automatically be granted on July 15, 2022 (or the next succeeding business day that the Nasdaq is open) under the Company’s 2020 Equity Incentive Plan a restricted stock unit (“RSU”) award (rounded up to the nearest share) with a value of approximately $157,192, representing the pro-rated value of the Company’s fiscal 2022 annual director grant, which shall vest and convert into shares of the Company’s common stock on the earlier of the date of the Company’s next annual meeting of shareholders or March 9, 2023.
Each non-employee director reelected at the next annual meeting of shareholders will be granted a RSU award for a number of shares of common stock approved by the Board on the date of the Company’s annual meeting of shareholders. Director RSU awards vest in full upon the occurrence of a Change in Control Event (as defined in the Company’s 2020 Equity Incentive Plan) or the director’s death. If the director ceases to serve as a director by reason of his or her disability, as determined by the Board, each RSU award will vest in full.
In connection with his election the Board, the Company will enter into an indemnification agreement with Mr. Andonian in substantially the same form as previously filed with the Securities and Exchange Commission as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 1, 2008.
There are no arrangements or understandings between Mr. Andonian and any other person pursuant to which he was elected as a director. There are no transactions in which Mr. Andonian has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A press release announcing these matters is filed as Exhibit 99.1 to this Current Report, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release dated June 27, 2022 | |
| 104 | Cover page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 27, 2022 |
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ANALOG DEVICES, INC. | ||||
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By: | /s/ Prashanth Mahendra-Rajah | ||||
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Prashanth Mahendra-Rajah | ||||
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Executive Vice President, Finance and Chief Financial Officer | ||||