Executive Change · Shareholder Vote

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 11, 2026 _____________________________________________________________________________________________________ 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 Analog Way, Wilmington, MA 01887 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: ( 781 )  935-5565   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. As described in Item 5.07 below, on March 11, 2026, Analog Devices, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s shareholders approved the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan (the “Plan”). The Plan was adopted by the Company’s Board of Directors on December 10, 2025, subject to and effective upon the approval of the Company’s shareholders. The description of the Plan contained on pages 79-89 of the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2026, is incorporated herein by reference. A complete copy of the Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2026 Annual Meeting, the proposals listed below were submitted to a vote of the Company’s shareholders. The proposals are described in the Proxy Statement. Proposal 1 – The election of ten nominees to the Company’s Board of Directors each for a term expiring at the next annual meeting of shareholders. The ten nominees named in the Proxy Statement were elected to serve as directors until the Company’s next annual meeting of shareholders. Information as to the vote on each director standing for election is provided below: Nominee Votes For Votes Against Votes Abstaining Broker Non-Votes Vincent Roche 393,055,889 19,555,350 293,596 30,319,338 Stephen M. Jennings 404,676,301 7,913,625 314,909 30,319,338 André Andonian 400,043,026 12,500,714 361,095 30,319,338 Edward H. Frank 406,352,059 6,247,910 304,866 30,319,338 Karen M. Golz 407,675,981 4,924,151 304,703 30,319,338 Peter B. Henry 410,776,170 1,819,840 308,825 30,319,338 Mercedes Johnson 410,765,533 1,833,046 306,256 30,319,338 Yoky Matsuoka 412,134,479 462,633 307,723 30,319,338 Ray Stata 407,462,625 5,149,033 293,177 30,319,338 Andrea F. Wainer 409,099,183 3,268,058 537,594 30,319,338 Proposal 2 – The approval, by non-binding “say-on-pay” vote, of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in the Proxy Statement. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows: Votes For Votes Against Votes Abstaining Broker Non-Votes 370,540,311 40,019,715 2,344,809 30,319,338 Proposal 3 – The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The shareholders ratified the Company’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The voting results were as follows: Votes For Votes Against Votes Abstaining 411,253,252 30,848,081 1,122,840 Proposal 4 – Approval of the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan. The shareholders approved the Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan. The voting results were as follows: Votes For Votes Against Votes Abstaining Broker Non-Votes 394,057,132 17,689,360 1,158,343 30,319,338 Proposal 5 – The approval of the non-binding shareholder proposal regarding special meeting rights. The shareholders did not approve the non-binding shareholder proposal regarding special meeting rights. The voting results were as follows: Votes For Votes Against Votes Abstaining Broker Non-Votes 157,955,203 253,421,562 1,528,070 30,319,338 Item 9.01.     Financial Statements and Exhibits (d)  Exhibits Exhibit No. Description   10.1# Analog Devices, Inc. Amended and Restated 2020 Equity Incentive Plan . 104 Cover Page Interactive Data File (formatted as inline XBRL). # Indicates management contract or compensatory plan, contract or agreement. 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 12, 2026 ANALOG DEVICES, INC.       By:   /s/ Janene I. Asgeirsson       Janene I. Asgeirsson       Senior Vice President, Chief Legal Officer and Corporate Secretary