Form 8-K ANALOG DEVICES INC For: Dec 06
- Wall St edges lower as Fed fears mount
- Dow Jones, Nasdaq, S&P 500 weekly preview: Stocks rally likely over - analysts
- Public Storage (PSA) makes an $11 billion unsolicited offer for Life Storage (LSI)
- Goldman reacts positively to Newmont's new $17 billion bid for Newcrest Mining
- Soft landing already priced in, S&P 500 upside limited from here - Goldman Sachs
Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code:
(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
Name of each exchange
on which registered
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 5.03|| |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 6, 2022, the board of directors (the “Board”) of Analog Devices, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (such further amended and restated version, the “Amended and Restated Bylaws”), effective immediately. The amendments effected by the Amended and Restated Bylaws revise and enhance, in light of the universal proxy rules adopted by the Securities and Exchange Commission, procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submission of proposals regarding other business at shareholder meetings by:
Requiring additional background information, disclosures and certain representations from proposing shareholders and beneficial owners and the respective affiliates and associates of, or others acting in concert with such shareholder and such beneficial owner (each, a “Shareholder Associated Person”);
Providing that if any shareholder, beneficial owner and/or Shareholder Associated Person that intends to solicit proxies in support of any nominees other than the Company’s nominees provides the notice and information required by Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), then such shareholder, beneficial owner and/or Shareholder Associated Person, upon request by the Company, must provide to the Company no later than five business days prior to the applicable meeting, reasonable evidence that it has met the requirements of soliciting the holders of shares of at least 67% of the voting power of shares entitled to vote on the election of directors and including a statement to that effect in the proxy statement or form of proxy; and
Providing that if any shareholder, beneficial owner and/or Shareholder Associated Person fails to comply with the requirements of Rule 14a-19 under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Company that such requirements have been met), then the Company will disregard the nomination of each of the director nominees proposed by such shareholder, beneficial owner and/or Shareholder Associated Person and any proxies or votes solicited for such nominees.
The Amended and Restated Bylaws also includes various other updates, including certain technical, conforming and clarifying changes.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
|Item 9.01|| |
Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
|3.1||Amended and Restated Bylaws of Analog Devices, Inc.|
|104||Cover Page Interactive Data File (formatted as Inline XBRL).|
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: December 8, 2022
|ANALOG DEVICES, INC.|
|Executive Vice President, Finance and |
Chief Financial Officer
ATTACHMENTS / EXHIBITS
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- The 2023 Proxy Season May Be One of the Most Challenging Yet
- VINFAST CHOOSES U.S. BANK AS PREFERRED PROVIDER OF VEHICLE FINANCING AND LEASING IN THE UNITED STATES
- Van Morrison Announces 2023 Las Vegas Run at Zappos Theater at Planet Hollywood Resort & Casino September 6, 8 & 9, 2023
Create E-mail Alert Related CategoriesSEC Filings
Sign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!