8-KLeadership ChangesRegulation FDExhibits & Filings

ANALOG DEVICES INC 8-K Report, Executive Changes (Jan 23, 2026)

Filed January 23, 2026For Securities:ADI

Summary

Analog Devices Inc. (ADI) announced a change in its Board of Directors. Susie Wee will be retiring and will not seek re-election at the upcoming 2026 annual shareholder meeting. Her departure is amicable and does not stem from any disagreements regarding the company's operations or policies. Dr. Wee will continue her board service, including her role on the Nominating and Corporate Governance Committee, until the annual meeting. Concurrently, the company has appointed Yoky Matsuoka as an independent director to the Board, increasing its size to eleven members. Dr. Matsuoka's appointment is effective immediately and will also continue until the 2026 Annual Meeting. She has also been appointed to the Corporate Development Committee. Her compensation includes annual cash retainers and a restricted stock unit (RSU) award, with prorated amounts from her appointment date.

Key Highlights

  • 1Susie Wee, a current director, will retire and not stand for re-election at the 2026 annual meeting.
  • 2Dr. Wee's retirement is voluntary and not due to any disputes with the company.
  • 3Yoky Matsuoka has been appointed as an independent director to the Board, expanding its size to eleven members.
  • 4Dr. Matsuoka has also been appointed to the Corporate Development Committee.
  • 5Dr. Matsuoka's compensation includes a $100,000 annual board retainer, a $15,000 committee retainer, and a $235,000 RSU award, all prorated.
  • 6The appointment of Dr. Matsuoka is effective immediately and continues until the 2026 Annual Meeting.
  • 7The company issued a press release on January 23, 2026, to announce Dr. Matsuoka's appointment.

Frequently Asked Questions

Susie Wee has decided to retire from the Board and will not seek re-election at the 2026 annual shareholder meeting. This decision was not prompted by any disagreements concerning the company's operations, policies, or practices.

Yoky Matsuoka has been appointed as a new independent director to the Board. Her appointment increases the Board's size to eleven members.

Dr. Matsuoka is entitled to an annual cash retainer of $100,000 for her Board service and $15,000 for her role on the Corporate Development Committee. She will also receive a restricted stock unit (RSU) award valued at $235,000. These amounts will be prorated from her appointment date.

Dr. Matsuoka's appointment is effective as of January 20, 2026, and her term will continue until the 2026 Annual Meeting of Shareholders, where all directors are subject to election.