Equity plan win as Analog Devices (NASDAQ: ADI) holders vote on pay

Rhea-AI Filing Summary

Analog Devices, Inc. reported results of its 2026 annual shareholder meeting. Shareholders elected ten directors to one-year terms and approved, on an advisory basis, the compensation of the company’s named executive officers. They also ratified Ernst & Young LLP as independent auditor for the fiscal year ending October 31, 2026.

Shareholders approved the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan, which had been adopted by the board subject to shareholder approval. A non-binding shareholder proposal to expand special meeting rights did not pass.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________________________________

FORM 8-K

_____________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2026

_____________________________________________________________________________________________________

Analog Devices, Inc.

(Exact name of Registrant as Specified in its Charter)

______________________________________________________________________________________________________

Massachusetts

1-7819

04-2348234

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Analog Way,			Wilmington,			MA			01887
(Address of Principal Executive Offices)									(Zip Code)

Registrant's telephone number, including area code: (781) 935-5565  

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

______________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock $0.16 2/3 par value per share			ADI			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, on March 11, 2026, Analog Devices, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s shareholders approved the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan (the “Plan”). The Plan was adopted by the Company’s Board of Directors on December 10, 2025, subject to and effective upon the approval of the Company’s shareholders.

The description of the Plan contained on pages 79-89 of the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2026, is incorporated herein by reference. A complete copy of the Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, the proposals listed below were submitted to a vote of the Company’s shareholders. The proposals are described in the Proxy Statement.

Proposal 1 – The election of ten nominees to the Company’s Board of Directors each for a term expiring at the next annual meeting of shareholders.

The ten 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			393,055,889			19,555,350			293,596			30,319,338
Stephen M. Jennings			404,676,301			7,913,625			314,909			30,319,338
André Andonian			400,043,026			12,500,714			361,095			30,319,338
Edward H. Frank			406,352,059			6,247,910			304,866			30,319,338
Karen M. Golz			407,675,981			4,924,151			304,703			30,319,338
Peter B. Henry			410,776,170			1,819,840			308,825			30,319,338
Mercedes Johnson			410,765,533			1,833,046			306,256			30,319,338
Yoky Matsuoka			412,134,479			462,633			307,723			30,319,338
Ray Stata			407,462,625			5,149,033			293,177			30,319,338
Andrea F. Wainer			409,099,183			3,268,058			537,594			30,319,338

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
370,540,311			40,019,715			2,344,809			30,319,338

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 October 31, 2026.

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 October 31, 2026. The voting results were as follows:

Votes For			Votes Against			Votes Abstaining
411,253,252			30,848,081			1,122,840

Proposal 4 – Approval of the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan.

The shareholders approved the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan. The voting results were as follows:

Votes For			Votes Against			Votes Abstaining			Broker Non-Votes
394,057,132			17,689,360			1,158,343			30,319,338

Proposal 5 – The approval of the non-binding shareholder proposal regarding special meeting rights.

The shareholders did not approve the non-binding shareholder proposal regarding special meeting rights. The voting results were as follows:

Votes For			Votes Against			Votes Abstaining			Broker Non-Votes
157,955,203			253,421,562			1,528,070			30,319,338

Item 9.01.     Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.						Description
10.1#						Analog Devices, Inc. Amended and Restated 2020 Equity Incentive Plan.
104						Cover Page Interactive Data File (formatted as inline XBRL).
#						Indicates management contract or compensatory plan, contract or agreement.

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:

March 12, 2026

ANALOG DEVICES, INC.

By:

/s/ Janene I. Asgeirsson

Janene I. Asgeirsson

Senior Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What did Analog Devices (ADI) shareholders approve at the 2026 annual meeting?

Shareholders approved the Amended and Restated 2020 Equity Incentive Plan, ratified Ernst & Young LLP as independent auditor for fiscal 2026, elected ten directors to one-year terms, and backed executive pay in a non-binding say-on-pay vote.

How did Analog Devices (ADI) shareholders vote on executive compensation?

Shareholders approved executive compensation on an advisory basis, with 370,540,311 votes for, 40,019,715 against and 2,344,809 abstaining. This say-on-pay result indicates broad support for the company’s named executive officer pay programs as described in the proxy statement.

Was the Analog Devices (ADI) shareholder proposal on special meeting rights approved?

The non-binding shareholder proposal regarding special meeting rights did not pass. It received 157,955,203 votes for, 253,421,562 votes against and 1,528,070 abstentions, with 30,319,338 broker non-votes, indicating shareholders chose to keep existing special meeting provisions unchanged.

Which auditor did Analog Devices (ADI) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as Analog Devices’ independent registered public accounting firm for the fiscal year ending October 31, 2026, with 411,253,252 votes for, 30,848,081 against and 1,122,840 abstaining, confirming continued use of the same audit firm.

What happened to the Analog Devices (ADI) 2020 Equity Incentive Plan at the meeting?

Shareholders approved the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan. The plan had been adopted by the board on December 10, 2025, subject to shareholder approval, and is intended to govern future equity-based compensation awards.

How many directors did Analog Devices (ADI) shareholders elect at the 2026 meeting?

Shareholders elected ten director nominees named in the proxy statement, each to serve until the next annual meeting. Every nominee, including Vincent Roche and Ray Stata, received more votes for than against, with additional broker non-votes recorded on each election item.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 131.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB