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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________________________________

FORM 8-K
_____________________________________________________________________________________________________

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2025
_____________________________________________________________________________________________________
Analog Devices, Inc.
(Exact name of Registrant as Specified in its Charter)
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Massachusetts 1-7819 04-2348234
(State or Other Jurisdiction
of Incorporation) 		(Commission
File Number)		 (IRS Employer
Identification No.)
One Analog Way, Wilmington, MA 01887
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 935-5565  

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)		 Name of each exchange
on which registered
Common Stock $0.16 2/3 par value per share ADI Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of Analog Devices, Inc. (the “Company”) held on Wednesday, March 12, 2025, the proposals listed below were submitted to a vote of the Company’s shareholders. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), as filed with the Securities and Exchange Commission on January 27, 2025.

Proposal 1 – The election of eleven nominees to the Company’s Board of Directors each for a term expiring at the next annual meeting of shareholders.

The eleven nominees named in the Proxy Statement were elected to serve as directors until the Company’s next annual meeting of shareholders. Information as to the vote on each director standing for election is provided below:
Nominee Votes For Votes Against Votes Abstaining Broker Non-Votes
Vincent Roche 394,079,828 22,825,878 964,144 29,360,652
Stephen M. Jennings 409,592,925 7,635,785 641,140 29,360,652
André Andonian 410,547,435 6,673,472 648,943 29,360,652
Edward H. Frank 402,327,614 14,894,700 647,536 29,360,652
Laurie H. Glimcher 410,196,656 7,018,050 655,144 29,360,652
Karen M. Golz 409,590,181 7,624,355 655,314 29,360,652
Peter B. Henry 415,478,750 1,741,086 650,014 29,360,652
Mercedes Johnson 415,411,795 1,812,007 646,048 29,360,652
Ray Stata 413,571,891 3,659,658 638,301 29,360,652
Andrea F. Wainer 416,143,070 1,081,128 645,652 29,360,652
Susie Wee 414,623,707 2,607,813 638,330 29,360,652

Proposal 2 – The approval, by non-binding “say-on-pay” vote, of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in the Proxy Statement.

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
Votes For Votes Against Votes Abstaining Broker Non-Votes
378,705,444 38,337,019 827,387 29,360,652

Proposal 3 – The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 1, 2025.

The shareholders ratified the Company’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 1, 2025. The voting results were as follows:
Votes For Votes Against Votes Abstaining
418,794,598 27,513,130 922,774

Proposal 4 – The approval of certain amendments to the Company's Articles of Organization to lower the voting requirement for certain matters from a supermajority to a simple majority standard.

The shareholders approved the amendments to the Company's Articles of Organization lowering the voting requirement for certain matters from a supermajority to a simple majority standard. The voting results were as follows:
Votes For Votes Against Votes Abstaining Broker Non-Votes
415,526,330 1,608,806 734,714 29,360,652



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: March 13, 2025 ANALOG DEVICES, INC.
 		  
  By:   /s/ Janene I. Asgeirsson  
    Janene I. Asgeirsson  
    Senior Vice President, Chief Legal Officer and Corporate Secretary