8-KLeadership ChangesExhibits & Filings

ANALOG DEVICES INC 8-K Report, Executive Changes (Jun 14, 2018)

Filed June 14, 2018For Securities:ADI

Summary

Analog Devices, Inc. (ADI) announced a change to its Board of Directors via an 8-K filing on June 13, 2018, effective June 13, 2018. Karen M. Golz has been elected to the Board, with her term extending to the company's next annual shareholder meeting in March 2019. Her appointment includes service on the Audit Committee, a key governance function. Ms. Golz's compensation for her board service includes an annual cash retainer of $70,000, with an additional $10,000 for her Audit Committee role, both paid quarterly. Furthermore, she will receive a grant of 1,504 restricted stock units (RSUs) on July 16, 2018, which are scheduled to vest on the earlier of the next annual shareholder meeting or March 14, 2019. These RSUs are designed to align director interests with those of shareholders. The filing also notes that non-employee directors re-elected at the next annual meeting will receive similar RSU awards, with provisions for accelerated vesting in cases of change in control, death, or disability.

Key Highlights

  • 1Karen M. Golz elected to the Board of Directors, serving until the March 2019 annual shareholder meeting.
  • 2Ms. Golz appointed to the Board's Audit Committee, a critical oversight role.
  • 3Annual cash retainer for board service is $70,000, plus an additional $10,000 for Audit Committee membership.
  • 4Ms. Golz to receive 1,504 restricted stock units (RSUs) on July 16, 2018.
  • 5RSUs granted to Ms. Golz will vest on the earlier of the next annual shareholder meeting or March 14, 2019.
  • 6Non-employee directors re-elected at the next annual meeting will also receive RSU awards.
  • 7RSU awards include accelerated vesting provisions for change in control, death, or disability events.

Frequently Asked Questions

Karen M. Golz has been elected to the Board of Directors of Analog Devices, Inc. She will serve until the company's next annual shareholder meeting in March 2019 and will be a member of the Board's Audit Committee.

Ms. Golz will receive an annual cash retainer of $70,000 for her board service, paid quarterly. Additionally, she will receive an extra $10,000 annual retainer for her service on the Audit Committee, also paid quarterly.

Ms. Golz will be granted 1,504 restricted stock units (RSUs) on July 16, 2018. These RSUs will vest on the earlier of the company's next annual shareholder meeting or March 14, 2019. This award is intended to align her interests with those of Analog Devices' shareholders.

Yes, the RSUs granted to directors, including Ms. Golz, will vest in full upon the occurrence of a Change in Control Event, or if the director passes away. Vesting also occurs in full if the director ceases to serve due to disability, as determined by the Board.