8-KLeadership ChangesOther EventsExhibits & Filings

ANALOG DEVICES INC 8-K Report, Executive Changes (Oct 21, 2015)

Filed October 21, 2015For Securities:ADI

Summary

This 8-K filing from Analog Devices Inc. (ADI) on October 21, 2015, primarily concerns changes related to employee benefit plans. The company announced the conversion of its Irish defined benefits pension plan to a defined contribution plan. Existing DB plan liabilities for active and deferred participants were settled through lump sum payments into the DC plan, funded by existing DB plan assets and additional company contributions. Notably, senior executives Vincent Roche (CEO) and Richard Meaney received substantial allocations to their individual DC plan accounts as a result of this conversion. Furthermore, the filing details a temporary suspension of trading under the company's employee benefit plan, The Investment Partnership Plan. This "blackout period," scheduled from December 4 to December 17, 2015, is due to the liquidation of Analog Devices' common stock held within the plan's stock fund. During this time, participants will be restricted from making exchanges, withdrawals, loans, or distributions involving assets invested in the company's stock. Executive officers and directors are also subject to trading prohibitions on company stock acquired through their employment during this period, as per Sarbanes-Oxley Act regulations.

Key Highlights

  • 1Analog Devices is converting its Irish defined benefits pension plan (DB Plan) to a defined contribution plan (DC Plan).
  • 2All existing and future DB Plan liabilities for active and deferred participants are being settled.
  • 3Senior executives Vincent Roche (CEO) and Richard Meaney received significant lump sum payments into their DC Plan accounts from the pension conversion.
  • 4A trading blackout period for The Investment Partnership Plan is scheduled from December 4 to December 17, 2015.
  • 5The blackout is due to the liquidation of Analog Devices' common stock held in the plan's stock fund.
  • 6Plan participants will have restricted access to exchanges, withdrawals, loans, and distributions involving the company's stock fund during the blackout.
  • 7Executive officers and directors are prohibited from trading company stock acquired through employment during the blackout period, as per Sarbanes-Oxley Act rules.

Frequently Asked Questions

Analog Devices is converting its Irish defined benefits pension plan to a defined contribution plan to settle all existing and future liabilities for active and deferred participants and to align with a more modern retirement savings structure.

Yes, as deferred participants in the DB Plan, the President and CEO, Vincent Roche, and SVP, Richard Meaney, had lump sum payments allocated to their individual accounts in the new DC Plan. Mr. Roche received €261,428 and Mr. Meaney received €3,100,715.

The blackout period is a temporary suspension of trading activity within The Investment Partnership Plan, scheduled from December 4 to December 17, 2015. It is necessary due to the liquidation of Analog Devices' common stock held in the plan's stock fund. This means participants cannot trade assets within that specific fund during this time.

The blackout period specifically affects assets invested in the Analog Devices Stock Fund. Your ability to make transactions involving other investment options within The Investment Partnership Plan should not be impacted. However, it is always best to confirm with Fidelity Investments, the plan administrator.