Business Context and Reporting Period
This Form 8-K Current Report was filed by Analog Devices, Inc. on August 18, 2020. The filing reports a corporate governance event: the election of a new independent director to the Board of Directors.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on director compensation and appointment details.
Material Changes
The primary material change reported is the addition of Dr. Laurie H. Glimcher, MD to the Board of Directors, effective August 18, 2020. Her term continues until the next annual meeting of shareholders in March 2021. She has been assigned to the Compensation Committee.
Compensation and Governance Details
- Cash Retainer: Dr. Glimcher will receive an annual cash retainer of $80,000 for Board service, paid quarterly.
- Committee Retainer: An additional annual cash retainer of $10,000 is provided for service on the Compensation Committee.
- Equity Award: A restricted stock unit (RSU) award with a value of approximately $117,945 will be granted on September 15, 2020. This represents the pro-rated value of the fiscal 2020 annual director grant.
- Vesting: The RSU award vests on the earlier of the next annual meeting of shareholders or March 11, 2021. Full vesting also occurs upon a Change in Control Event, death, or disability.
- Indemnification: Dr. Glimcher will enter into the Company's standard Indemnification Agreement for Directors and Officers.
Key Facts for Investor Verification
- Verify the total annual cash compensation for new directors ($90,000 total for Dr. Glimcher).
- Confirm the grant date and vesting schedule of the $117,945 RSU award.
- Note that Dr. Glimcher has no other transactions requiring disclosure under Item 404(a) of Regulation S-K.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.