UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2011

Analog Devices, Inc.

 

(Exact name of registrant as specified in its charter)

Massachusetts		1-7819		04-2348234
(State or other jurisdiction of incorporation		(Commission File Number)		(IRS Employer Identification No.)

One Technology Way, Norwood, MA		02062
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 329-4700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07.		Submission of Matters to a Vote of Security Holders.

Voting Results.

At the Annual Meeting of Shareholders of Analog Devices, Inc., held on March 8, 2011, the proposals listed below were submitted to a vote of our shareholders. The proposals are described in our definitive proxy statement for the annual meeting.

The ten (10) nominees named in the definitive proxy statement were elected to serve as directors until the 2012 annual meeting. Information as to the vote on each director standing for election is provided below:

Nominee		Votes				Votes								Broker
		For				Against				Votes Abstaining				Non-Votes
Ray Stata			232,175,198				2,592,427				72,456				19,163,188
Jerald G. Fishman			230,978,505				3,751,271				110,305				19,163,188
James A. Champy			232,899,804				1,752,055				188,222				19,163,188
John L. Doyle			230,566,214				4,123,518				150,349				19,163,188
John C. Hodgson			233,590,481				934,126				315,474				19,163,188
Yves-Andre Istel			232,680,744				2,005,730				153,607				19,163,188
Neil Novich			230,971,689				3,592,558				275,834				19,163,188
F. Grant Saviers			230,531,685				4,107,753				200,643				19,163,188
Paul J. Severino			231,275,898				3,415,853				148,330				19,163,188
Kenton J. Sicchitano			233,766,299				870,525				203,257				19,163,188

     Our shareholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
190,874,220		42,943,626		1,022,235		19,163,188

     The voting results were as follows:

1 Year		2 Years		3 Years		Votes Abstaining		Broker Non-Votes
141,178,262		1,666,211		91,015,077		980,531		19,163,188

Based on these results and consistent with a majority of votes cast with respect to this matter, our Board of Directors has adopted a policy to hold an annual advisory vote on executive compensation.

     The shareholders ratified the Company’s selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending October 29, 2011. The voting results were as follows:

Votes For		Votes Against		Votes Abstaining
250,417,151		3,305,024		281,094

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.