8-KMaterial AgreementsCorporate ChangesExhibits & Filings

ANALOG DEVICES INC 8-K Report, Material Agreement (Dec 13, 2004)

Filed December 13, 2004For Securities:ADI

Summary

Analog Devices, Inc. (ADI) filed an 8-K on December 12, 2004, detailing two key events. First, the Compensation Committee approved the terms of the Bonus Plan for fiscal year 2005. This plan is largely consistent with the prior year's structure, basing bonus payouts on the company's operating profit before taxes as a percentage of sales on a quarterly basis. The "Bonus Payout Factor" is capped at three, and individual bonuses are calculated by multiplying this factor by the employee's eligible earnings and individual bonus target percentage. Distributions are planned for June and December 2005, with eligibility generally requiring active employment through the end of the bonus period.

Key Highlights

  • 1ADI has established a bonus plan for fiscal year 2005, continuing a structure similar to fiscal year 2004.
  • 2The bonus plan is tied to quarterly operating profit before taxes as a percentage of sales.
  • 3A "Bonus Payout Factor" is used for calculations, with a maximum of three.
  • 4Individual bonuses are determined by the Bonus Payout Factor, eligible earnings, and individual bonus target percentages.
  • 5Bonus payouts are scheduled for approximately June 2005 and December 2005.
  • 6Most employees actively employed during the bonus period are eligible, with specific provisions for new hires.
  • 7The Company's Bylaws were amended and restated to align with the Massachusetts Business Corporation Act, Chapter 156D, effective immediately upon board approval on December 7, 2004.

Frequently Asked Questions

This 8-K filing primarily informs investors about the approval of Analog Devices' bonus plan for fiscal year 2005 and the amendment of the company's bylaws to comply with new state corporate law.

Bonuses will be calculated based on a "Bonus Payout Factor" derived from quarterly operating profit before taxes as a percentage of sales. This factor, capped at three, is then multiplied by an employee's eligible earnings and their individual bonus target percentage. The plan is substantially similar to the FY2004 plan.

Distributions under the bonus plan are expected to be paid out in approximately June 2005 and December 2005, subject to local payroll cycles.

ADI's bylaws were amended and restated to reflect provisions of the Massachusetts Business Corporation Act, Chapter 156D, which became effective on July 1, 2004. These changes were effective immediately after the Board of Directors' vote on December 7, 2004.