Analog Devices (ADI) Proxy Filing summary

Executive summary

• Achieved strong double-digit growth in revenue and EPS in fiscal 2025, rebounding from the semiconductor downturn and setting up for a robust 2026 despite macroeconomic and geopolitical headwinds.

• Over $11B in revenue, 61.5% gross margin, 26.6% operating margin, and $4.56 diluted EPS for 2025; returned over $4B to shareholders via dividends and buybacks.

• Board and management focused on risk mitigation, operational resilience, AI integration, and ongoing board refreshment to maintain superior governance.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 10 directors, advisory say-on-pay, ratification of Ernst & Young LLP as auditor, approval of Amended and Restated 2020 Equity Incentive Plan, and a shareholder proposal to lower the threshold for calling special meetings.

• Board recommends FOR all management proposals and AGAINST the shareholder proposal to reduce the special meeting threshold from 25% to 10%.

Board of directors and corporate governance

• Board consists of 10 nominees, 80% independent, with diverse backgrounds (40% female, 30% non-white).

• Recent refreshment includes six new directors in five years; added Yoky Matsuoka in 2026 for AI/robotics expertise.

• Board amended bylaws to allow 25% of shareholders (down from 80%) to call a special meeting, reflecting shareholder feedback.

• Enhanced board evaluation process with self and peer assessments and third-party facilitation.

• Committees (Audit, Compensation and Talent, Nominating and Corporate Governance, Corporate Development) are composed solely of independent directors.