8-KMaterial Agreements

ANALOG DEVICES INC 8-K Report, Material Agreement (Dec 5, 2005)

Filed December 5, 2005For Securities:ADI

Summary

Analog Devices Inc. (ADI) filed an 8-K on December 5, 2005, to report on the entry into a material definitive agreement related to its Fiscal 2005 Bonus Plan and the subsequent bonus awards for the second half of fiscal 2005. The Bonus Plan is tied to the company's operating profit before taxes (OPBT) as a percentage of fiscal quarter sales. Notably, the Compensation Committee decided to exclude special restructuring charges, previously disclosed, from the OPBT calculation for the bonus period, aligning with past practices. This filing provides transparency into executive compensation decisions, particularly in light of the restructuring charges. Investors can gain insight into how these charges impacted bonus payouts and the alignment of executive compensation with the company's financial performance as adjusted for specific charges. The report details the bonus amounts awarded to key executive officers, including the CEO and CFO, offering a snapshot of their compensation for the latter half of the fiscal year.

Key Highlights

  • 1ADI reported on its Fiscal 2005 Bonus Plan, which is based on Operating Profit Before Taxes (OPBT) as a percentage of sales.
  • 2Special restructuring charges recorded in Q4 FY2005 were excluded from the OPBT calculation for bonus purposes, consistent with prior company practice.
  • 3The Compensation Committee approved bonus payments for the second half of fiscal year 2005.
  • 4Jerald G. Fishman, CEO, received the largest bonus payout of $274,805 for the second half of FY2005.
  • 5Brian P. McAloon, CFO, received a bonus of $95,248 for the second half of FY2005.
  • 6Robert R. Marshall and Robert P. McAdam, both reported to have received €66,379 (converted to USD for consistency, though the filing uses Euro for them) bonuses.
  • 7Ray Stata, Chairman of the Board and employee, received a bonus of $35,423 under the Bonus Plan.

Frequently Asked Questions

This 8-K filing serves to report on the company's Fiscal 2005 Bonus Plan and to disclose the specific bonus payments awarded to Named Executive Officers and the Chairman of the Board for the second half of fiscal year 2005. It also clarifies the treatment of restructuring charges in the bonus calculation.

The Bonus Plan is based on Analog Devices' Operating Profit Before Taxes (OPBT) as a percentage of its fiscal quarter sales. The Compensation Committee has the discretion to adjust the OPBT calculation, as demonstrated by the exclusion of restructuring charges.

The Compensation Committee determined that restructuring charges should be excluded from the OPBT calculation for bonus purposes, consistent with past practice. This decision aims to ensure that the bonus reflects the company's underlying operational performance rather than one-time charges.

For the second half of fiscal year 2005, the bonus amounts were: Jerald G. Fishman (CEO) - $274,805; Brian P. McAloon (CFO) - $95,248; Robert R. Marshall - €66,379; Robert P. McAdam - €66,379; Samuel H. Fuller - $69,471; and Ray Stata (Chairman) - $35,423.