Business Context and Reporting Period
This Form 8-K Current Report was filed by Analog Devices, Inc. on November 25, 2019. 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 material change reported is the appointment of Susie Wee as an independent Director, effective November 29, 2019. Dr. Wee will serve on the Compensation Committee. Her term continues until the next annual meeting of shareholders in March 2020.
Compensation and Governance Details
- Cash Retainers: Dr. Wee will receive an annual cash retainer of $80,000 for Board service and an additional $20,000 for Compensation Committee service.
- Equity Award: A restricted stock unit (RSU) award with a value of approximately $59,200 will be granted on December 15, 2019. This represents the pro-rated value of the fiscal 2019 annual director grant.
- Vesting Schedule: The RSUs vest on the earlier of the next annual meeting of shareholders or March 13, 2020.
- Accelerated Vesting: Awards vest in full upon a Change in Control Event, the director's death, or disability.
- Indemnification: Dr. Wee will enter into the Company's standard Indemnification Agreement for Directors and Officers.
Key Facts for Investor Verification
- Verify the effective date of Dr. Wee's directorship (November 29, 2019) and her specific committee assignments.
- Confirm the total annual cash compensation ($100,000) and the specific vesting conditions for the $59,200 RSU grant.
- Review the press release filed as Exhibit 99.1 for additional context on the Board's composition.
- Note that this filing contains no operational or financial results; refer to the most recent 10-Q or 10-K for financial metrics.