8-K

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 7, 2022

Analog Devices, Inc.

(Exact Name of Registrant as Specified in Charter)

Massachusetts	1-7819	04-2348234
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Analog Way Wilmington, MA	01887
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.16 2/3 par value per share	ADI	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 7, 2022, Analog Devices, Inc. (the “Company”) announced the appointment of Gregory Bryant as Executive Vice President and President of Business Units, effective as of March 14, 2022. In this role, Mr. Bryant will have oversight of the Company’s business units – Industrial, Automotive, Communications, Digital Healthcare, and Consumer.

Mr. Bryant, 53, joins the Company after a 30-year career at Intel Corporation. Most recently, Mr. Bryant served as Intel’s Executive Vice President and General Manager, Client Computing Group from September 2019 to January 2022, and as Senior Vice President, Client Computing Group from June 2017 to September 2019. From January 2015 to June 2017, Mr. Bryant served as Intel’s Corporate Vice President and General Manager, Connected Home and Commercial Client Platforms. His previous roles at Intel include serving as Vice President and General Manager, Asia Pacific and Japan from 2012 to 2015, Vice President, Sales and Marketing Group from 2009 to 2012 and Vice President and General Manager, Business Client Platforms, Digital Enterprise Group from 2006 to 2009.

In connection with his appointment as Executive Vice President and President of Business Units, the Company entered into an offer letter with Mr. Bryant (the “Offer Letter”) setting forth the terms of his employment and compensation. Under the terms of the Offer Letter, Mr. Bryant’s annual base salary will be $750,000, and he will be eligible for an annual cash incentive bonus with a target award percentage of 150% of base salary under the Company’s Executive Performance Incentive Plan. For the current fiscal year only, Mr. Bryant will receive a guaranteed minimum annual cash incentive bonus of 1.4 times his annual cash incentive bonus, prorated to his start date.

Pursuant to the Offer Letter, Mr. Bryant will be granted the following equity awards (the “Sign-On Awards”) on the 15^th of the month following his start date, in accordance with the Company’s equity award guidelines and policies: (1) a restricted stock unit (“RSU”) award with a grant date value of $5 million, which vests in equal annual installments over a four-year period, commencing on the first anniversary of the grant date; (2) a RSU award with a grant date value of $5 million, which vests in full on the third anniversary of the grant date; and (3) a performance-based RSU award with a grant date value of $14 million, which vests subject to the attainment of target share price thresholds during a four-year performance period following the grant date. If Mr. Bryant’s employment is terminated without cause, the Sign-On Awards will continue to vest pursuant to the original schedule or achievement of performance criteria, as applicable, subject to Mr. Bryant execution of a general release of all claims against the Company. Mr. Bryant will also receive an annual equity award for the current fiscal year with a grant date value of $7.5 million, which will be comprised of the same types of equity received by other executives reporting to the Company’s Chief Executive Officer.

In connection with Mr. Bryant’s appointment, the Company and Mr. Bryant will enter into the Company’s standard Employee Retention Agreement for officers and key employees, the form of which has been previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 22, 2012.

There are no family relationships between Mr. Bryant and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no transactions in which Mr. Bryant has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A press release, dated March 7, 2022, announcing the appointment of Gregory Bryant as Executive Vice President and President of Business Units of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under this Item 7.01, including the press release attached hereto as exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 7, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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.

Date: March 7, 2022	ANALOG DEVICES, INC.
	By:	/s/ Prashanth Mahendra-Rajah
	Name:	Prashanth Mahendra-Rajah
	Title:	Senior Vice President, Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

Analog Devices Names Gregory Bryant to the

New Position of EVP and President of Business Units

WILMINGTON, Mass. (March 7, 2022) – Analog Devices Inc. (Nasdaq: ADI) today announced that Gregory Bryant will be appointed to the newly created position of Executive Vice President and President of Business Units. In this role, Gregory will have oversight of the company’s business units – Industrial, Automotive, Communications, Digital Healthcare, and Consumer – and will be responsible for continuing to scale ADI’s rapidly growing businesses. He will start on March 14, and report directly to ADI’s President and CEO Vincent Roche.

“Gregory is a well-respected, customer-focused technology leader and we are delighted to welcome him to our talented team. ADI has dramatically increased the breadth and depth of our portfolio and capabilities, most recently with the Maxim Integrated acquisition. Gregory understands how to scale large businesses to drive continued growth and extend industry leadership. His deep digital and system expertise will also accelerate our ability to deliver more complete solutions to our customers,” said ADI President and CEO Vincent Roche. “I look forward to working with Gregory and his team to further solidify our position as the semiconductor industry’s strongest and most durable analog, mixed signal, and power franchise.”

Gregory is a proven global business leader with three decades of experience and a track record of driving growth. Most recently, he was EVP and General Manager of Intel’s Client Computing Group, the company’s largest and most profitable business. In that role, he led a global organization of more than 5,000 people and captured growth opportunities in the PC market.

“I am energized to join Vince and his team,” said Gregory. “Over the past several years, I have admired ADI’s rapid growth and how it has positioned itself to capture even more opportunities in the future. This is a key moment to help the company scale its capabilities to meet the increasingly complex needs of today’s customers and deliver profitable growth across each of its businesses.”

Gregory is a 30-year veteran of the semiconductor industry. Before heading Intel’s Client Computing Group, Gregory led strategy and product development for the Connected Home and Commercial Client (CHC) businesses. Prior to that, he was General Manager of the Asia Pacific and Japan sales and marketing organization. As General Manager of the Business Client Platform Division, he oversaw the development and ramp-up of Intel vPro^® Technology globally.

About Analog Devices

Analog Devices, Inc. (Nasdaq: ADI) operates at the center of the modern digital economy, converting real-world phenomena into actionable insight with its comprehensive suite of analog and mixed signal, power management, radio frequency (RF), and digital and sensor technologies. ADI serves 125,000 customers worldwide with more than 75,000 products in the industrial, communications, automotive, and consumer markets. ADI is headquartered in Wilmington, MA. Visit http://www.analog.com.

Contacts

Media:

Michael Schneider

Chief Communications Officer

Analog Devices, Inc.

973-868-1000

corpcomm@analog.com

Investors:

Michael Lucarelli

Vice President, Investor Relations and FP&A

Analog Devices, Inc.

781-461-3282

investor.relations@analog.com

XML

Document and Entity Information	Mar. 07, 2022
Cover [Abstract]
Entity Registrant Name	ANALOG DEVICES INC
Amendment Flag	false
Entity Central Index Key	0000006281
Document Type	8-K
Document Period End Date	Mar. 07, 2022
Entity Incorporation State Country Code	MA
Entity File Number	1-7819
Entity Tax Identification Number	04-2348234
Entity Address, Address Line One	One Analog Way
Entity Address, City or Town	Wilmington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01887
City Area Code	(781)
Local Phone Number	329-4700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock $0.16 2/3 par value per share
Trading Symbol	ADI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false