ANALOG DEVICES INC
For the period ended Mar 11, 2026. Filed Jan 23, 2026.
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Mar 11, 2026 · Filed Jan 23, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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Letter from our Lead Independent Director
Dear Fellow Shareholders,
On behalf of the Board of Directors, I am pleased to present our annual Proxy Statement and provide an update on the Board’s key activities and areas of focus in pursuit of enhancing and extending ADI’s long-term value for shareholders.
ADI’s investments and focused execution enabled the company to rebound from the 2024 semiconductor industry downturn, accelerating throughout 2025 with clear direction and velocity. ADI’s sharp attention to the entire value continuum – from creation to delivery to capture – resulted in strong double-digit growth in revenue and earnings per share and set the stage for a strong 2026. This performance is even more impressive considering the difficult geopolitical and macroeconomic backdrop against which these results were obtained.
The Board worked collaboratively with ADI’s management team to navigate the year’s challenges and refine corporate strategy and execution to achieve our business goals and meet our commitments to ADI’s shareholders. We worked closely to understand, mitigate, and adapt our operations to the risks represented by global trade and regulatory turbulence. Cybersecurity and operational resilience, perennial and ever-growing concerns in the digital era, remained a core oversight area. And helping ADI best assess and grasp the opportunities of AI while managing risk was yet another key area of focus in 2025.
Over the years, ADI has extended up the stack, incorporating additional layers of analog, mixed signal, and digital hardware and software to deliver more complete solutions to customer challenges. Increasingly, those more complete offerings are embedding neural nets and other technologies to deliver AI capabilities at the Intelligent Edge in customer solutions. ADI is placing AI in and around its products to enhance and make them easier for customers to adopt and deploy. ADI is also leveraging AI within its operations to secure productivity and operational efficiency improvements. But we are ever mindful that AI is not a panacea, and the Board has worked closely with ADI to ensure a tight fit between AI strategy and achievement of business goals.
The Board is committed to continuing to refresh and enhance itself to maintain our ability to provide superior governance and oversight in the midst of these rapidly evolving times. To that end, we were pleased to add Yoky Matsuoka as a director in January 2026, gaining her significant experience in robotics and artificial intelligence, having worked across industries including healthcare, consumer electronics, and academia. The Board continues to engage in a robust director education program that we have reinvigorated over the last few years to include networking and education opportunities aligned with ADI’s industry and strategy.
Recognizing the critical role the Board plays in achieving our shareholders’ goals, we reach out regularly to investors to ensure alignment with those goals. In 2025, we met with investors representing approximately 25% of ADI shares outstanding. Investor conversations provide valuable insights and perspective to our governance practices, influencing decisions such as this year’s ownership threshold reduction for shareholders to call a special meeting under our Bylaws from 80% to 25% of outstanding shares. This move strikes the right balance between enabling shareholders to act on matters of importance to them while protecting the larger base of investors against the risk that a small number of shareholders might create disruption to our business and achievement of our shareholder commitments.
One of the areas addressed in our investor conversations this year, as in every year, is the question of executive and employee compensation. Following this year’s discussions, we are asking shareholders to approve an Amended and Restated 2020 Equity Incentive Plan to strengthen our ability to remain a center of gravity for the world’s leading talent (see Proposal 4). This vote offers shareholders an opportunity to provide direct feedback on our Plan for the first time since it was originally adopted in 2020.
As we head into 2026, we do so with momentum and confidence in our ability to successfully navigate the multiple technological, business, macroeconomic, and geopolitical challenges of our era. These near-term issues are minor compared to ADI’s vast long-term growth potential. The Board, management team, and I remain deeply committed to pressing our advantages to continue pioneering the possible at the intersection of the physical and digital worlds and delivering long-term value for our shareholders.
We are grateful for your commitment to and investment in ADI and will continue to work to earn your trust and deliver the shareholder value that you expect in 2026 and beyond.
STEPHEN M. JENNINGSLead Independent Director andChair of the Nominating andCorporate Governance Committee
Notice of 2026 Annual Meeting of Shareholders
| Items of BusinessThe 2026 Annual Meeting of Shareholders (Annual Meeting) of Analog Devices, Inc. (ADI) will be held at our offices located at 125 Summer Street, Boston, Massachusetts 02110, on Wednesday, March 11, 2026 at 9:00 a.m. local time. At the Annual Meeting, shareholders will consider and vote on the following matters:1.To elect the 10 director nominees named in this Proxy Statement to our Board of Directors, each to serve for a term expiring at the next annual meeting of shareholders; 2.To approve, by a non-binding “say-on-pay” vote, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables, and accompanying narrative disclosures in this Proxy Statement; 3.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2026; 4.To approve the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan; and5.To consider a shareholder proposal, if properly presented at the Annual Meeting.The shareholders will also act on any other business that may properly come before the Annual Meeting.Our Board of Directors recommends that you vote FOR each director nominee included in Proposal 1, FOR each of Proposals 2, 3, and 4, and AGAINST Proposal 5. The full text of these proposals is set forth in this Proxy Statement.Please note that we are furnishing proxy materials and access to our Proxy Statement to our shareholders via our website instead of mailing printed copies to each of our shareholders. By doing so, we save costs and reduce our impact on the environment.Beginning on January 23, 2026, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (Notice), which contains instructions on how to access our proxy materials and vote by proxy. The Notice also contains instructions on how each of our shareholders can receive a paper copy of our proxy materials, including this Proxy Statement, our 2025 Annual Report, and a form of proxy card or voting instruction form. All shareholders who do not receive the Notice, including shareholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically.Shareholders of record at the close of business on the record date of January 8, 2026 are entitled to vote at the Annual Meeting.Your vote is important no matter how many shares you own, and we encourage you to vote promptly whether or not you plan to attend the Annual Meeting.By Order of the Board of Directors, | |
| DATE AND TIMEWednesday, March 11, 2026 9:00 a.m. local timePLACE125 Summer Street Boston, MA 02110RECORD DATEThursday, January 8, 2026 | |
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| How to vote: Your vote is importantVOTE BY PROXY:BY INTERNETGo to www.proxyvote.comYou will need the 16-digit control number that appears on your proxy card or the Notice.BY TELEPHONECall 1-800-690-6903 You will need the 16-digit control number that appears on your proxy card or the Notice.BY MAILMark, sign, date, and mail your proxy card or your voting instruction form. No postage is required if mailed in the United States.VOTE DURING THE ANNUAL MEETING:For details on voting your shares during the Annual Meeting, see Q&A About Annual Meeting and Voting on page 93. | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on March 11, 2026: This Proxy Statement and the 2025 Annual Report are available for viewing, printing, and downloading at https://investor.analog.com/financial-info/annual-reports. | |
| Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.The sum and/or computation of individual numerical amounts or percentages disclosed in this Proxy Statement may not equal the total due to rounding. | Forward-Looking Statements This Proxy Statement contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “could” and “will,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections regarding our future financial performance and our long-term financial model, including future free cash flow return and capital strategy; our strategy; the effects of business, economic, political, legal, and regulatory impacts or conflicts upon our global operations; anticipated growth and trends in our industry, markets, and businesses; new or improved innovative solutions, products, and technologies, including those related to digital, software, artificial intelligence, and the Intelligent Edge; recruiting or retaining our key personnel; changes to our compensation programs; our future liquidity, capital needs, and capital expenditures; our future market position; the importance of our product offerings and technologies to our customers; our expected tax rate; environmental, social, and governance related goals, commitments, and progress towards such goals and commitments; and other characterizations of future events or circumstances are 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: economic, political, legal and regulatory uncertainty or conflicts; recently announced and future tariffs and other trade restrictions; changes in export classifications, import and export regulations or duties and tariffs; changes in demand for semiconductor products; performance of independent distributors; manufacturing delays, product and raw materials availability and supply chain disruptions; products may be diverted from our authorized distribution channels; our development of technologies and research and development investments; our ability to compete successfully in the markets in which we operate; our future liquidity, capital needs and capital expenditures; our ability to recruit and retain key personnel; risks related to acquisitions or other strategic transactions; security breaches or other cyber incidents; risks related to the use of artificial intelligence in our business operations, products, and services; adverse results in litigation matters; reputational damage; changes in our estimates of our expected tax rates based on current tax law; risks related to our indebtedness; the discretion of our Board of Directors to declare dividends and our ability to pay dividends in the future; factors impacting our ability to repurchase shares; and uncertainty as to the long-term value of our common stock. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the Securities and Exchange Commission (SEC), including the risk factors contained in our 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. |
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Table of Contents
| Proxy Summary | 1 | |
|---|---|---|
| Board of Directors | 8 | |
| Proposal 1 — Election of Directors | 8 | |
| Election Process | 8 | |
| Director Criteria, Qualifications, and Experience | 9 | |
| Director Nominee Biographies | 12 | |
| Determination of Independence | 18 | |
| Director Candidates | 18 | |
| Corporate Governance | 20 | |
| Board Policies and Practices | 20 | |
| Board and Committee Structure | 22 | |
| Oversight by Our Board | 28 | |
| Other Governance Matters | 33 | |
| Director Compensation | 35 | |
| Annual Director Compensation | 35 | |
| Fiscal Year 2025 Director Compensation | 36 | |
| Stock Ownership Guidelines for Non-Employee Directors | 37 | |
| Equity Award Grant Date Policy for Non-Employee Directors | 37 | |
| Management Team | 38 | |
| Executive Compensation | 41 | |
| Proposal 2 — Advisory Approval of the Compensation of ADI’s Named Executive Officers | 41 | |
| Compensation Discussion and Analysis | 42 | |
| Compensation and Talent Committee Report | 58 | |
| Compensation and Talent Committee Interlocks and Insider Participation | 58 | |
| Compensation Tables | 59 | |
| CEO Pay Ratio | 68 | |
| Pay Versus Performance | 69 | |
| Audit Matters | 72 | |
| Proposal 3 — Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Company’s Fiscal Year Ending October 31, 2026 | 72 |
| Overview | 72 | |
|---|---|---|
| Independent Registered Public Accounting Firm Fees | 73 | |
| Audit Committee’s Pre-Approval Policy and Procedures | 74 | |
| Audit Committee Report | 74 | |
| Beneficial Ownership of Common Stock | 75 | |
| Security Ownership of Certain Beneficial Owners | 75 | |
| Security Ownership of Directors and Executive Officers | 76 | |
| Delinquent Section 16(a) Reports | 77 | |
| Equity Award Program Description | 77 | |
| Securities Authorized for Issuance under Equity Compensation Plans | 78 | |
| Proposal 4 — Approval of the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan | 79 | |
| Why We Are Requesting Shareholder Approval of the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan | 79 | |
| Highlights of the Amended 2020 Plan | 80 | |
| Information Regarding Overhang and Dilution | 81 | |
| Description of the Amended 2020 Plan | 81 | |
| Proposal 5 — Shareholder Proposal | 90 | |
| ADI’s Board of Directors' Statement in Opposition to Shareholder Proposal | 91 | |
| Q&A About Annual Meeting and Voting | 93 | |
| Additional Information | 97 | |
| Other Matters | 97 | |
| Shareholder Proposals for Inclusion in Proxy Statement | 97 | |
| Shareholder Director Nominations for Inclusion in Proxy Statement | 97 | |
| Shareholder Proposals and Director Nominations Not Included in Proxy Statement | 97 | |
| Householding of Annual Meeting Materials | 98 | |
| Appendix A: Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan | A-1 | |
| Appendix B: Reconciliation of GAAP Measures to Non-GAAP Measures | B-1 | |
| Helpful Resources | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.