ANALOG DEVICES INC — Board/Management Information 2014

Sep 12, 2014

8-K 1 form8-kfinal.htm 8-K html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2014 Workiva Form8-Kfinal

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): September 9, 2014

Analog Devices, Inc.
(Exact name of registrant as specified in its charter)

Massachusetts	1-7819	04-2348234
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)

One Technology Way, Norwood, MA	02062
(Address of principal executive offices)	(Zip Code)

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 9, 2014, Mr. Robert McAdam, Executive Vice President, Strategic Business Segments Group of Analog Devices, Inc. (the “ Company ”) announced his decision to retire from the Company by the end of the second quarter of the Company’s 2015 fiscal year. In connection with this decision, the Compensation Committee of the Board of Directors of the Company approved modifications to the vesting provisions of Mr. McAdam’s outstanding restricted stock unit and performance restricted stock unit equity awards to provide that on his retirement, the awards will vest pro rata based on the number of days of service completed from the grant date through his retirement date. The equity award subject to performance-based vesting criteria will vest pro rata as if all applicable performance parameters had been met at target levels.

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: September 12, 2014
By:	/s/ Margaret K. Seif
	Margaret K. Seif
	Vice President, General Counsel and Secretary