Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
At a meeting of the Board of Directors of Analog Devices, Inc. (the “
Company
”)
held on January 17, 2017, Mark M. Little was elected to the Board of
Directors for a term continuing to the Company’s next annual meeting of
shareholders in March 2017 when all directors will be subject to
election by shareholders. Dr. Little will serve on the Company’s Audit
Committee of the Board of Directors. In connection with his service on
the Board of Directors, Dr. Little will receive an annual cash retainer
of $70,000, paid quarterly. In connection with his service on the Audit
Committee of the Board of Directors, Dr. Little will also receive an
annual cash retainer of $10,000, paid quarterly.
Dr. Little will automatically be granted on February 15, 2017 (or the
next succeeding business day that the NASDAQ is open) equity awards
under the Company’s 2006 Stock Incentive Plan as follows:
|
(a)
|
a non-qualified stock option to purchase 1,040 shares of common
stock of the Company at an exercise price equal to the closing price
of the common stock on the grant date, which shall vest and become
exercisable with respect to the shares covered thereby on the
earlier of the date of the Company’s next annual meeting of
shareholders or March 9, 2017; and
|
|
(b)
|
195 restricted stock units, which shall vest and convert into shares
of the Company’s common stock on the earlier of the date of the
Company’s next annual meeting of shareholders or March 9, 2017.
|
Each non-employee director re-elected at the next annual meeting of
shareholders will be granted a restricted stock unit award for a number
of shares of common stock approved by the Board on the date of the
Company’s annual meeting of shareholders.
Director equity awards vest in full upon the occurrence of a Change in
Control Event (as defined in the Company’s 2006 Stock Incentive Plan) or
the director’s death. If the director ceases to serve as a director by
reason of his or her disability, as determined by the Board, each RSU
will vest in full.
In addition, Dr. Little will become party with the Company to the
Company's form of Indemnification Agreement for Directors and Officers,
filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for
the fiscal year ended November 1, 2008.
On January 17, 2017, the Company also announced that Richard M. Beyer
and John C. Hodgson will retire from the Board of Directors of the
Company, effective at the Company’s 2017 Annual Meeting of Shareholders
and that the Board of Directors intends to appoint Robert Swanson,
Executive Chairman of Linear Technology Corporation, to the Board at the
later of the completion of the Company’s proposed acquisition of Linear
Technology Corporation or the Board of Directors meeting following the
Company’s 2017 Annual Meeting of Shareholders, currently anticipated to
be held on March 8, 2017.
A press release announcing these matters is filed as Exhibit 99.1 to
this Current Report, and is incorporated herein by reference.
Forward-Looking Statements
The information contained herein contains forward-looking
statements, which address a variety of subjects including the
anticipated composition of the Board of Directors of the Company.
Statements that are not historical facts, including statements about our
beliefs, plans and expectations, are forward-looking statements. Such
statements are based on our current expectations and are subject to a
number of factors and uncertainties, which could cause actual results to
differ materially from those described in the forward-looking
statements. The following important factors and uncertainties, among
others, could cause actual results to differ materially from those
described in these forward-looking statements: the ability to satisfy
the conditions to closing of the proposed transaction, on the expected
timing or at all; the ability to obtain required regulatory approvals
for the proposed transaction, on the expected timing or at all,
including the potential for regulatory authorities to require
divestitures in connection with the proposed transaction; the occurrence
of any event that could give rise to the termination of the merger
agreement; the risk of stockholder litigation relating to the proposed
transaction, including resulting expense or delay; higher than expected
or unexpected costs associated with or relating to the transaction; the
risk that expected benefits, synergies and growth prospects of the
transaction may not be achieved in a timely manner, or at all; the risk
that Linear Technology Corporation’s business may not be successfully
integrated with the Company’s following the closing; the risk that the
Company and Linear Technology Corporation will be unable to retain and
hire key personnel; and the risk that disruption from the transaction
may adversely affect Linear Technology Corporation’s or the Company’s
business and relationships with their customers, suppliers or employees.
For additional information about factors that could cause actual results
to differ materially from those described in the forward-looking
statements, please refer to the Company’s filings with the Securities
and Exchange Commission ("SEC"), including the risk factors contained in
the Company’s most recent Annual Report on Form 10-K. Forward-looking
statements represent management's current expectations and are
inherently uncertain. Except as required by law, we do not undertake any
obligation to update forward-looking statements made by us to reflect
subsequent events or circumstances.
Item 9.01. Financial Statements and Exhibits
|
(d) Exhibits
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press release dated January 18, 2017
|
SIGNATURE