Current Report Filing (8-k)
15 Juni 2017 - 10:11PM
Edgar (US Regulatory)
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): June 13, 2017
Analog Devices, Inc.
(Exact name of registrant as specified in its charter)
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Massachusetts
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1-7819
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04-2348234
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Technology Way, Norwood, MA
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02062
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 June 15, 2017, Analog Devices, Inc. (the
Company
) announced senior
leadership changes for the combined company following the Companys acquisition of Linear Technology Corporation (
Linear
). Effective June 15, 2017, Rick Hess, the Companys Executive Vice President, will transition
to Strategic Advisor to the CEO, providing strategic advice and guidance to the CEO and senior executives with a primary focus on Linear integration matters. Also effective June 15, 2017, Greg Henderson is promoted to Senior Vice President,
Automotive, Communications and Aerospace & Defense to lead the Companys automotive, communications infrastructure and aerospace and defense businesses, Yusuf Jamal is promoted to Senior Vice President, Industrial, Healthcare, Consumer
and IoT Solutions and Security to lead the Companys industrial, consumer, healthcare and IoT businesses, and former Linear executive Steve Pietkiewicz is promoted to Senior Vice President, Power Products to lead the Companys power
business. Each of the newly named senior executives will report to Vincent Roche, the Companys President and CEO. The Companys press release announcing these changes is attached as Exhibit 99.1 and incorporated herein by reference.
On June 13, 2017, in connection with Mr. Hess change in responsibilities, the Compensation Committee of the Board of Directors of the Company
approved amendments to Mr. Hess employment agreement to change his title, and adjust his annual base salary from $650,000 to $175,000, effective June 15, 2017. His target cash incentive bonus under the Companys employee bonus
plan will remain at 100% of his annual base salary. In addition, the amended employment agreement provides that Mr. Hess severance protection thereunder shall remain in place and that any severance benefits that Mr. Hess is entitled
to under the terms of his employment agreement, other than in connection with a change in control of the Company, will be calculated on the basis of his annual base salary and target cash incentive bonus in effect as of immediately prior to the
effectiveness of the amendment. The foregoing description of the amendment is qualified in its entirety by reference to the complete copy of the amendment attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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Amendment No. 6 to Employment Agreement with Rick D. Hess dated June 13, 2017
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99.1
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Press release dated June 15, 2017
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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.
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Date: June 15, 2017
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ANALOG DEVICES, INC.
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By:
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/s/ Margaret K. Seif
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Margaret K. Seif
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Senior Vice President, Chief Legal Officer and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Amendment No. 6 to Employment Agreement with Rick D. Hess dated June 13, 2017
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99.1
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Press release dated June 15, 2017
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