8-KLeadership ChangesExhibits & Filings

ANALOG DEVICES INC 8-K Report, Executive Changes (Jun 27, 2022)

Filed June 27, 2022For Securities:ADI

Summary

Analog Devices Inc. (ADI) announced a change to its Board of Directors on June 24, 2022, with the election of André Andonian as an independent director. This action also increased the size of the Board to thirteen members. Mr. Andonian's appointment is effective June 27, 2022, and his term will continue until the company's next annual shareholder meeting. His compensation structure includes annual cash retainers for his board service and committee memberships, as well as a pro-rated restricted stock unit (RSU) award valued at approximately $157,192, which will vest on or before March 9, 2023, or at the next annual meeting. Furthermore, the filing outlines the standard equity compensation for non-employee directors, including future RSU awards that will vest upon a change in control or the director's death or disability. Mr. Andonian will also enter into a standard indemnification agreement. The company has confirmed there are no undisclosed arrangements or transactions requiring disclosure related to his election. The announcement was accompanied by a press release filed as an exhibit.

Key Highlights

  • 1Analog Devices Inc. elected André Andonian as an independent director to its Board of Directors.
  • 2The size of the Board of Directors was increased to thirteen members.
  • 3Mr. Andonian's appointment is effective June 27, 2022.
  • 4He will receive annual cash retainers totaling $110,000 ($90,000 for the Board, $10,000 for Nominating and Corporate Governance Committee, $10,000 for Corporate Development Committee).
  • 5A pro-rated restricted stock unit (RSU) award valued at approximately $157,192 will be granted on July 15, 2022.
  • 6This RSU award vests on the earlier of the next annual shareholder meeting or March 9, 2023.
  • 7Standard indemnification agreements and equity compensation policies for directors are reaffirmed.

Frequently Asked Questions

André Andonian has been elected as an independent director to Analog Devices Inc.'s Board of Directors. His appointment is part of the Board's decision to increase its size to thirteen members. There are no disclosed arrangements or understandings between Mr. Andonian and other parties regarding his election, nor are there any transactions requiring disclosure under Regulation S-K.

Mr. Andonian will receive an annual cash retainer of $90,000 for his service on the Board, an additional $10,000 for his service on the Nominating and Corporate Governance Committee, and another $10,000 for his service on the Corporate Development Committee, totaling $110,000 annually in cash retainers. Additionally, he will be granted a restricted stock unit (RSU) award valued at approximately $157,192 on July 15, 2022, which is a pro-rated portion of the fiscal 2022 annual director grant.

The RSU award granted to Mr. Andonian will vest on the earlier of the date of Analog Devices, Inc.'s next annual meeting of shareholders or March 9, 2023. Standard provisions for director RSU awards also include full vesting upon a Change in Control Event, the director's death, or disability.

This 8-K filing primarily focuses on a change in the Board of Directors, specifically the addition of a new independent director and the increase in the Board's size. It does not contain information related to the company's financial performance, quarterly results, or other significant operational updates. The core information pertains to director appointments and compensation.