Item 5.07 |
Submission of Matters to a
Vote of Security Holders
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On October 8, 2020, Analog Devices, Inc. (“ADI”) held a special meeting of
shareholders (the “Special
Meeting”). At the Special Meeting, ADI shareholders voted on
the proposals identified below. Each of the proposals is described
in detail in the definitive joint proxy statement/prospectus, dated
September 4, 2020 (the “Definitive Joint Proxy
Statement/Prospectus”), which ADI filed with the U.S.
Securities and Exchange Commission and mailed to ADI shareholders
in connection with the merger contemplated by the Agreement and
Plan of Merger, dated as of July 12, 2020 (the “Merger Agreement”), by and among
ADI, Magneto Corp., a wholly owned subsidiary of ADI, and Maxim
Integrated Products, Inc. (“Maxim”).
As of the close of business on August 31, 2020, the record
date for the Special Meeting, 369,559,767 shares of ADI common
stock were issued and outstanding and entitled to vote at the
Special Meeting. Proposal 1 below was approved and, although
sufficient votes were received to approve Proposal 2, an
adjournment of the Special Meeting was not necessary due to the
approval of Proposal 1. The number of votes cast for or against, as
well as abstentions, if applicable, with respect to each proposal
is set out below:
Proposal 1: To approve the
issuance of shares of ADI common stock to Maxim stockholders
pursuant to the Merger Agreement
(the “ADI Share Issuance
Proposal”). The ADI Share Issuance Proposal was approved by
the following vote:
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Votes For
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Votes Against
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Abstentions
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313,499,924 |
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1,084,316 |
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713,125 |
Proposal 2: To approve the
adjournment of the Special Meeting, if necessary or appropriate, to
solicit additional proxies if there are insufficient votes at the
time of the Special Meeting to approve the ADI Share Issuance
Proposal or to ensure that any supplement or amendment to the
Definitive Joint Proxy Statement/Prospectus is timely provided to
ADI’s shareholders (the “ADI Adjournment Proposal”). The
ADI Adjournment Proposal was approved by the following vote:
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Votes For
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Votes Against
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Abstentions
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284,572,681 |
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29,926,040 |
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798,644 |
On October 8, 2020, ADI and Maxim issued a joint press release
announcing the results of the Special Meeting and of the special
meeting of Maxim stockholders held on October 8, 2020. A copy
of the joint press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01 |
Financial Statements and
Exhibits.
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(d) Exhibits