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ANALOG DEVICES INC

For the period ended Mar 11, 2026. Filed Jan 23, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 11, 2026 · Filed Jan 23, 2026

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ADI$363.56+0.7%Stored close · as of Nov 6, 2026
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Contents

Determination of Independence

Under applicable Nasdaq Rules, a director of ADI will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has established guidelines (within our Corporate Governance Guidelines) to assist it in determining whether a director has a relationship with ADI that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. These guidelines are posted on our website under https://investor.analog.com/governance/governance-documents. For relationships not covered by the guidelines, the determination of whether such a relationship exists is made by the members of our Board of Directors who are independent directors (as defined above). Our Board of Directors determined that none of the individuals who served as directors during fiscal year 2025, other than Messrs. Roche and Stata, had a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these individuals is or was an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Rules. Our Board of Directors has determined that Mr. Roche, our CEO and Chair, and Mr. Stata, our co-founder and former Chair, are not “independent” under the Nasdaq Rules because Mr. Roche is a current employee and Mr. Stata is our founder. In making these independence determinations, our Board of Directors considered Ms. Golz’s former affiliation with Ernst & Young, Mr. Andonian’s former and current affiliation with McKinsey & Company, and Mr. Jennings’ former affiliation with Deloitte. Our Board of Directors determined that even though Ernst & Young, McKinsey & Company, and Deloitte are service providers to ADI, those relationships would not interfere with the directors’ exercise of independent judgment in carrying out their responsibilities, given there is no ongoing involvement between the respective directors and those firms, other than Mr. Andonian’s ongoing advisory role with McKinsey & Company, which is unrelated to ADI. In addition, in connection with the appointment of Dr. Matsuoka, our Board of Directors determined that even though Panasonic Holdings, with which Dr. Matsuoka is affiliated, and ADI have certain commercial dealings in the ordinary course of business, there are no transactions between ADI and Panasonic Holdings that are prohibited by the Nasdaq Rules or our Corporate Governance Guidelines, or that give rise to a material direct or indirect interest for Dr. Matsuoka that would interfere with her exercise of independent judgment in carrying out her responsibilities.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.