ANALOG DEVICES INC — Proxy Solicitation & Information Statement 2019

Jan 25, 2019

DEFA14A 1 d770932ddefa14a.htm NOTICE AND ACCESS Notice and Access

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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☐ Definitive Proxy Statement

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Analog Devices, Inc.

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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on March 13, 2019.

ANALOG DEVICES, INC.

ANALOG DEVICES, INC.

P.O. BOX 9106

ATTN: INVESTOR RELATIONS DEPT.

ONE TECHNOLOGY WAY

NORWOOD, MA 02062-9106

Meeting Information
Meeting
Type: Annual Meeting
For holders as of: January 7, 2019
Date: March 13, 2019 Time: 9:00 AM, Eastern Time
Location: Analog Devices, Inc.
125 Summer St. Boston, MA 02110

| You are receiving this communication because you hold shares in the
company named above. |
| --- |
| This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). |
| We encourage you to access and review all of the important
information contained in the proxy materials before voting. |
| See the reverse side of this notice to obtain proxy materials and voting
instructions. |

— Before You Vote —

How to Access the Proxy Materials

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NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View
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— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials and following the instructions.

Voting Items

The Board of Directors recommends you vote FOR each of the Director Nominees:

1. The election to Analog Devices' Board of Directors of the eleven nominees named in our Proxy Statement.

Nominees:

1a. Ray Stata

1b. Vincent Roche

1c. James A. Champy

1d. Anantha P. Chandrakasan

1e. Bruce R. Evans

1f. Edward H. Frank

1g. Karen M. Golz

1h. Mark M. Little

1i. Neil Novich

1j. Kenton J. Sicchitano

1k. Lisa T. Su

The Board of Directors recommends you vote FOR Proposals 2 and 3:

1. Advisory resolution to approve the compensation of our named executive officers.

2. Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2019.

The Board of Directors recommends you vote AGAINST Proposal 4:

1. Shareholder proposal relating to a diversity report.

NOTE: To transact such other business as may properly come before the meeting and at any adjournments or postponement at the meeting.