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: August 18, 2016

(Date of earliest event reported)

Commission file number 1-34192

MAXIM INTEGRATED PRODUCTS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 94-2896096 (I.R.S. Employer I. D. No.)

160 Rio Robles

San Jose, California 95134

(Address of Principal Executive Offices including Zip Code)

(408) 601-1000

(Registrant's Telephone Number, Including Area Code)

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:

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

On August 18, 2016, the board of directors (the “Board”) of Maxim Integrated Products, Inc. (the “Company”) increased the size of the Board to nine members and appointed MaryAnn Wright and Tracy Accardi as directors of the Company effective immediately. Ms. Wright currently serves as Group Vice President, Technology and Industry Relations at Johnson Controls. Ms. Accardi currently serves as Vice President of Global Research and Development, Breast and Skeletal Health Solutions at Hologic.

The Board also appointed Ms. Wright as a member of the Nominating and Governance Committee and Ms. Accardi as a member of the Compensation Committee of the Board effective immediately. Mses. Wright and Accardi will receive the same compensation as other non-employee directors as described in the Company’s Proxy Statement under “Director Compensation.” In addition, the Company has entered into the Company’s standard indemnification agreement with Mses. Accardi and Wright, the form of which was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended June 25, 2005.

There are no arrangements or understandings between either of Mses. Wright or Accardi and any other person pursuant to which either was elected as a director of the Company, and there is no information required to be disclosed with respect to either Mses. Wright or Accardi pursuant to Item 404(a) of Regulation S-K.

Additionally, A.R. Frank Wazzan, a member of the Board and Chairman of the Compensation Committee of the Board, will not stand for re-election to the Board at the Company’s Annual Meeting of Stockholders which will be scheduled to be held on November 9, 2016. Mr. Wazzan’s decision to not stand for re-election to the Board is not due to any disagreement on any matter relating to the Company’s operations, policies, or practices.

On August 18, 2016, the Company issued a press release announcing the appointments of Mses. Wright and Accardi to the Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On August 18, 2016, the Board approved an amendment to the Company’s Bylaws to increase the size of the Board to nine members and appointed MaryAnn Wright and Tracy C. Accardi as directors of the Company effective immediately.

The text of the amendment to the Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
3.1	Amendment to Bylaws of the Company, effective as of August 18, 2016.
99.1	Press release issued by the Company on August 18, 2016.

SIGNATURES

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: August 23, 2016

Maxim Integrated Products, Inc.

By: /s/ Bruce E. Kiddoo

Bruce E. Kiddoo

Senior Vice President and Chief Financial Officer

EX-3.1

Exhibit 3.1

Amendment to Maxim Integrated Products, Inc.'s Bylaws

Section 16. Number and Term of Office.

The number of Directors that shall constitute the whole of the Board of Directors shall be eight (8)nine (9). The number of authorized Directors may be modified from time to time by amendment of this Bylaw in accordance with the provisions of Section 44 hereof. Except as provided in Section 18, the Directors shall be elected by the stockholders at their annual meeting in each year and shall hold office until the next annual meeting and until their successors shall be duly elected and qualified, or until their death, resignation or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation.

EX-99.1

News Release

Contact: Media Relations: Ferda Millan 408-601-5429 Ferda.Millan@maximintegrated.com Investor Relations: Kathy Ta 408-601-5697 Kathy.Ta@maximintegrated.com

MaryAnn Wright and Tracy Accardi Elected to Maxim’s Board of Directors

San Jose, CA - August 18, 2016 - Maxim Integrated Products, Inc. (NASDAQ: MXIM) today announced it has elected MaryAnn Wright and Tracy Accardi to its Board of Directors, effective immediately. With these two appointments, the size of Maxim’s Board increased from seven to nine directors.

“We are pleased to welcome MaryAnn and Tracy to the Board,” said Bill Sullivan, Chairman of Maxim’s Board of Directors. “They bring a wealth of senior leadership experience and insights to Maxim in technology and product development, particularly in two important end market verticals for the Company: Automotive and Healthcare. We look forward to their contributions as we continue to execute on our growth initiatives.”

Ms. Wright serves as Group Vice President, Technology and Industry Relations at Johnson Controls. During her 9-year tenure with the company, she has served in several leadership roles focused on R&D, engineering and product development. Before joining Johnson Controls, Ms. Wright was Executive Vice President of Engineering, Product Development, Commercial and Program Management at Collins & Aikman Corporation from 2006 to 2007. Prior to that, she served in several executive management positions at Ford Motor Company during her tenure from 1988 to 2005. Ms. Wright has served as a director of Group 1 Automotive, Inc. since 2014. She received a Master of Science in Engineering from the University of Michigan, her Master of Business Administration from Wayne State University and a Bachelor of Arts in International Studies and Economics from the University of Michigan.

Ms. Accardi has served as Vice President of Global Research and Development, Breast and Skeletal Health Solutions at Hologic since 2014, where she leads development of screening, diagnostic and biopsy systems for the detection and treatment of breast cancer. Previously, Ms. Accardi was Chief Technology Officer at Omniguide Surgical from 2012 to 2014, and Executive Consultant at Mednest Consulting from 2011 to 2012, after having held senior research and development positions at Covidien from 2007 to 2011, Johnson & Johnson Company from 2003 to 2007, and Philips Medical Systems from 2001 to 2003. In prior experience, she served in various managerial roles in Corporate Research and Development, Healthcare and Aerospace at General Electric from 1981 to 2001. She received a Master of Science in Mechanical Engineering from Rensselaer Polytechnic Institute and a Bachelor of Science in Mechanical Engineering from Carnegie Mellon University.

About Maxim Integrated

Maxim develops innovative analog ICs for the automotive, industrial, healthcare, mobile consumer, and cloud data center markets. We make technology smaller, smarter, more secure and energy efficient, so that our customers can meet the demands of an integrated world. Learn more at http://www.maximintegrated.com.