Analog Devices Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 10 director nominees to the Board to serve until the next annual meeting.

2. 2

   Advisory Approval of the Compensation of ADI’s Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.

   More detail

   The proposal requests an advisory vote to approve NEO compensation as disclosed in the proxy. Management seeks this non-binding approval to validate its pay-for-performance approach, which emphasizes variable compensation tied to OPBT margin, revenue growth, multi-year PRSU metrics (relative TSR and financial metric PRSUs), and time-based RSUs for retention. The Compensation and Talent Committee uses market benchmarking, an independent compensation consultant, and investor feedback to set target mixes and performance metrics; for 2025 the CEO’s pay mix remained heavily performance-based (75% PRSUs). Management argues that the program attracts and retains talent and aligns executives with long-term shareholder value, citing recent financial performance (strong revenue, margins, and cash return). The board recommends a FOR vote, noting prior strong shareholder support (~90.1% in 2025) and that outcomes of the advisory vote will inform future compensation decisions though the vote is non-binding.

3. 3

   Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as ADI’s independent registered public accounting firm for fiscal year ending October 31, 2026.

4. 4

   Approval of the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan

   ManagementBoard: FOR

   Approve amendment to the 2020 Equity Incentive Plan to increase the share reserve by 13,000,000 shares and make administrative changes.

   More detail

   Management is asking shareholders to approve an amendment to increase the equity pool under the 2020 Plan by 13,000,000 shares (bringing total available to up to 29,979,438 shares including returning shares and existing reserve) and to confirm certain administrative provisions. The request is positioned as essential to retain and attract talent in the competitive semiconductor and technology markets; the Board and Compensation and Talent Committee worked with an independent consultant to set the request based on projected burn rates, overhang considerations (current overhang 3.48%, pro forma with increase 6.11%), and historical grant practices. The Amended Plan emphasizes governance protections: no liberal share recycling for shares used to pay exercise price or taxes, no repricing of options or SARs without shareholder approval, no discounted options or SARs, a per-director compensation cap ($750,000), and shareholder approval required for material plan amendments. The Board recommends a FOR vote citing alignment with long-term shareholder interests, market practice, and the need to maintain competitive equity compensation programs. The proxy includes the full plan text in Appendix A and a detailed description of plan mechanics, share counting rules, performance metric options, and change-in-control provisions.

5. 5

   Shareholder Proposal — Improve Shareholder Ability to Call for a Special Shareholder Meeting

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal requesting amendment of governing documents to allow holders of 10% of outstanding shares (or lowest percentage allowed under state law) to call a special meeting without a long ownership period and allowing online meetings.

   More detail

   The shareholder proponent, John Chevedden, asks ADI to allow holders of 10% of outstanding shares (or the lowest percentage permitted under law) to call a special meeting without any minimum holding period, and to permit online special meetings. The proponent argues this empowers recently acquired shareholders who have researched the company, creates an effective ‘Plan B’ to compel management engagement, and cites precedent where similar proposals passed at other companies. Management counters that the Board has already reduced the special-meeting ownership threshold from 80% to 25% with a one-year holding requirement following investor outreach, contending that 25% balances shareholder access and protection against nuisance or short-term campaigns, aligns with S&P 500 norms, and that special meetings impose substantial operational costs and distractions. The Board recommends voting AGAINST, noting shareholder feedback supported 25%, emphasizing the holding period ensures sustained economic interest, and citing existing governance mechanisms (robust shareholder engagement, proxy access, majority voting, independent committees). The controversy centers on how to balance shareholder empowerment with protection against opportunistic or disruptive calls for special meetings; proponents view 10% without a holding period as enhancing accountability and engagement, while the Board views ADI’s 25% plus one-year holding requirement as a more measured, market-aligned approach. This proposal thus raises governance trade-offs about shareholder rights, responsiveness, and protection of long-term strategy against short-term activism.

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When is the Analog Devices Inc 2026 annual meeting?

Analog Devices Inc (ADI) holds its 2026 annual shareholder meeting on Wednesday, March 11, 2026.

What is the record date for the Analog Devices Inc 2026 meeting?

The record date for the Analog Devices Inc 2026 meeting is Thursday, January 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Analog Devices Inc's 2026 meeting?

The board is presenting 10 director nominees at the Analog Devices Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Analog Devices Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Analog Devices Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.