Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2024

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Analog Devices, Inc.
(Exact name of Registrant as Specified in its Charter)

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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)

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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.

On January 16, 2024, each of Dr. Anantha P. Chandrakasan and Mr. Kenton J. Sicchitano informed the Board of Directors (the “Board of Directors”) of Analog Devices, Inc. (the “Company”) that they had decided not to stand for re-election at the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”) to be held on March 13, 2024. Neither Dr. Chandrakasan’s nor Mr. Sicchitano’s decision not to stand for re-election involved any disagreement on any matter relating to the Company’s operations, policies or practices. Dr. Chandrakasan and Mr. Sicchitano will continue to serve as directors until the 2024 Annual Meeting. Dr. Chandrakasan is a member of the Audit Committee and the Corporate Development Committee and Mr. Sicchitano is a member of the Nominating and Corporate Governance Committee.

Item 8.01. Other Events.

On January 16, 2024, the Board of Directors appointed Stephen M. Jennings as Lead Independent Director of the Board of Directors, effective immediately.

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:

January 19, 2024

ANALOG DEVICES, INC.

By:

/s/ Janene I. Asgeirsson

Janene I. Asgeirsson

Senior Vice President, Chief Legal Officer and Corporate Secretary

Document and Entity Information	Jan. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 16, 2024
Entity Registrant Name	Analog Devices, Inc.
Entity Incorporation, State or Country Code	MA
Entity File Number	1-7819
Entity Tax Identification Number	04-2348234
Entity Address, Address Line One	One Analog Way
Entity Address, City or Town	Wilmington,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01887
City Area Code	781
Local Phone Number	935-5565
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.16 2/3 par value per share
Trading Symbol	ADI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000006281
Amendment Flag	false