UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant    ☑

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

Analog Devices, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

January 25, 201724, 2020

Dear Shareholder:DEAR SHAREHOLDER:

You are cordially invited to attend the Annual Meeting of Shareholders to be held at 9:00 a.m. local time on Wednesday, March 8, 2017,11, 2020, at our headquartersoffices located at One Technology Way, Norwood,125 Summer Street, Boston, Massachusetts 02062.02110.

At the Annual Meeting you are being asked to elect nineto:

1. Elect ten members of our Board of Directors, each to serve for a term expiring at the next annual meeting of shareholders; to vote on

2. Approve anon-binding advisory proposal on the compensation of our named executive officers; to vote on anon-binding advisory proposal on

3. Approve the frequency of future advisory votes on the compensation of our named executive officers;Analog Devices, Inc. 2020 Equity Incentive Plan; and to ratify

4. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the 20172020 fiscal year.

Your Board of Directors recommends that you vote FOR the election of each of the directors named in the proxy statement FOR the approval, on an advisory basis, of the compensation of our named executive officers, FOR an advisory vote EVERY YEAR on the compensation of our named executive officers, and FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the 2017 fiscal year.items 2, 3 and 4.

Please carefully review the attached proxy materials and take the time to cast your vote.

Yours sincerely,

Ray Stata Chairman of the Board of Directors				Vincent Roche President and Chief Executive Officer

ANALOG DEVICES, INC.

ONE TECHNOLOGY WAY

NORWOOD, MASSACHUSETTS 02062-9106

NOTICE OF 20172020 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On March 8, 201711, 2020

To our Shareholders:TO OUR SHAREHOLDERS:

The 20172020 Annual Meeting of Shareholders of Analog Devices, Inc. will be held at our headquartersoffices at One Technology Way, Norwood,125 Summer Street, Boston, Massachusetts 02062,02110, on Wednesday, March 8, 201711, 2020 at 9:00 a.m. local time. At the meeting, shareholders will consider and vote on the following matters:

The shareholders will also act on any other business that may properly come before the meeting.

Instead of mailing a paper copy of our proxy materials to all of our shareholders, this year weWe are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this proxy statement and our Annual Report for the fiscal year ended October 29, 2016November 2, 2019 (the “2016“2019 Annual Report”). We are mailing the Notice on or about January 25, 2017,24, 2020, and it contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how each of our shareholders can receive a paper copy of our proxy materials, including this proxy statement, our 20162019 Annual Report and a form of proxy card or voting instruction card. All shareholders who do not receive the Notice, including shareholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. We have chosen to employ this distribution process to conserve natural resources and reduce the costs of printing and distributing our proxy materials.

Shareholders of record at the close of business on January 9, 20176, 2020 are entitled to vote at the meeting. Your vote is important no matter how many shares you own. Whether you expect to attend the meeting or not, please vote your shares by using the Internet as described in the instructions included on your Notice, by calling the toll-free telephone number, or, if you received a paper copy of the proxy materials, by completing, signing, dating and returning your proxy card or voting instruction form. Your prompt response is necessary to ensure that your shares are represented at the meeting. You can change your vote and revoke your proxy at any time before the polls close at the meeting by following the procedures described in the accompanying proxy statement.

All shareholders are cordially invited to attend the meeting.

By order of the Board of Directors,

MARGARET K. SEIFLARRY WEISS

Secretary

Norwood, Massachusetts

January 25, 201724, 2020

TABLE OF CONTENTS

2020 Proxy Statement    i

ANALOG DEVICES, INC.

ONE TECHNOLOGY WAY

NORWOOD, MASSACHUSETTS 02062-9106

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On March 11, 2020

This proxy statement contains information about the 2020 Annual Meeting of Shareholders, or Annual Meeting, of Analog Devices, Inc. (which we also refer to as Analog Devices, ADI or the Company). The Annual Meeting will be held on Wednesday, March 11, 2020, at 9:00 a.m. local time, at our offices at 125 Summer Street, Boston, Massachusetts 02110. You may obtain directions to the location of the Annual Meeting by visiting our website at www.analog.com or by contacting our Investor Relations Department at Analog Devices, Inc., One Technology Way, Norwood, Massachusetts 02062; telephone:781-461-3282.

We are furnishing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of Analog Devices for use at the Annual Meeting and at any adjournment, postponement, continuation or rescheduling of the meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on the proxy that you submit for the Annual Meeting, it will be voted in accordance with the recommendation of the Board of Directors. You may revoke your proxy at any time before it is exercised at the Annual Meeting by giving our Secretary written notice to that effect.

We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials, or Notice, on or about January 24, 2020, and it contains instructions on how to access this proxy statement and our Annual Report for the fiscal year ended November 2, 2019, or our 2019 Annual Report, over the Internet. The Notice also contains instructions on how each of our shareholders can receive a paper copy of our proxy materials, including this proxy statement, our 2019 Annual Report and a form of proxy card or voting instruction card. All shareholders who do not receive the Notice, including shareholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Shareholders to be Held on March 11, 2020:

This proxy statement and the 2019 Annual Report to Shareholders are available for viewing, printing and downloading at www.analog.com/AnnualMeeting.

PROXY STATEMENT HIGHLIGHTS

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider and you should read the entire proxy statement before voting. For more information on the 2019 financial and operating performance of the Company, please review the Company’s Annual Report on Form10-K for the year ended November 2, 2019 that was filed with the U.S. Securities and Exchange Commission on November 26, 2019.

				2020 ANNUAL MEETING OF SHAREHOLDERS
				Date:		March 11, 2020
				Time:		9:00 a.m. local time
				Place:		Analog Devices’ Offices 125 Summer Street Boston, Massachusetts 02110
				Record Date:		January 6, 2020
VOTING MATTERS AND BOARD RECOMMENDATIONS

Proposals			63	Board Recommendation		More Information
1.  Election of Ten Directors		✓		FOR each director nominee		Page 18
2.  Advisory Approval of the Compensation of the Company’s Named Executive Officers		✓		FOR		Page 39
3.  Approval of the Analog Devices, Inc. 2020 Equity Incentive Plan		✓		FOR		Page 70
4.  Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Company’s Fiscal Year Ending October 31, 2020		✓		FOR		Page 82

COMPANY STRATEGY AND FISCAL 2019 BUSINESS HIGHLIGHTS

We are a leading global high-performance analog technology company dedicated to solving our customers’ toughest engineering challenges. We enable our customers to interpret the world around us by intelligently bridging the physical and digital with unmatched technologies that sense, measure, power, connect and interpret. Our strategy is to focus on challenges that our customers have in applications that matter the most, helping them to grow and adapt their offerings in complex and evolving markets. Our focus is largely on thebusiness-to-business (B2B) markets of Industrial, Automotive and Communications and their applications, as well as a few selected consumer applications, with the goal of driving sustainable and profitable growth for Analog Devices over the long-term. As a global company, we are also passionately driven to be a leading corporate citizen, creating a better tomorrow for all our stakeholders. We believe we have a responsibility to engineer a more sustainable future and we are increasingly working to develop new solutions that restore and replenish our ecosystems and reduce the environmental impacts of our operations.

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ANALOG DEVICES, INC.

ONE TECHNOLOGY WAY

NORWOOD, MASSACHUSETTS 02062-9106

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

March 8, 2017

This proxy statement contains information about the 2017 Annual Meeting of Shareholders, or Annual Meeting, of Analog Devices, Inc. The Annual Meeting will be held on Wednesday, March 8, 2017, at 9:00 a.m. local time, at our headquarters at One Technology Way, Norwood, Massachusetts 02062. You may obtain directions to the location of the Annual Meeting by visiting our website at www.analog.com or by contacting our Director of Investor Relations at Analog Devices, Inc., One Technology Way, Norwood, Massachusetts 02062; telephone:781-461-3282.

We are furnishing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of Analog Devices, Inc. (which we also refer to as Analog Devices, ADI, or the Company) for use at the Annual Meeting and at any adjournment, postponement, continuation or rescheduling of the meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on the proxy that you submit for the Annual Meeting, it will be voted in accordance with the recommendation of the Board of Directors. You may revoke your proxy at any time before it is exercised at the Annual Meeting by giving our Secretary written notice to that effect.

Instead of mailing a paper copy of our proxy materials to all of our shareholders, this year we are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials, or Notice, instead of a paper copy of this proxy statement and our Annual Report for the fiscal year ended October 29, 2016, or 2016 Annual Report. We are mailing the Notice on or about January 25, 2017, and it contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how each of our shareholders can receive a paper copy of our proxy materials, including this proxy statement, our 2016 Annual Report, and a form of proxy card or voting instruction card. All shareholders who do not receive the Notice, including shareholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Shareholders to be Held on March 8, 2017:

This proxy statement and the 2016 Annual Report to Shareholders are available for viewing, printing and downloading at www.analog.com/AnnualMeeting.

PROXY STATEMENT HIGHLIGHTS

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider and you should read the entire proxy statement before voting. For more information on the 2016 financial and operating performance of the Company, please review the Company’s Annual Report on Form10-K for the year ended October 29, 2016 that was filed with the U.S. Securities and Exchange Commission on November 22, 2016.

2017 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

Board Nominees

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2016-2017 Board Refreshment

Corporate Governance Highlights

The Company’s governance practices include:

2016 Business Results

Our fiscal year ended October 29, 2016, or fiscal 2016, was a year of strong execution for Analog Devices. Our business model generated gross margins of 65.1%, operating margins of 30.0%, operating cash flow of approximately $1.3 billion, or 37.4% of revenue and free cash flow of approximately $1.2 billion, or 33.7% of revenue.¹ We also returned approximately $883 million to shareholders in the form of dividends and share repurchases. In addition to strong business results, in fiscal 2016, we announced the proposed acquisition of Linear Technology Corporation, which once complete, will create a high-performance analog leader, with the combined company having a top two market share position across all the key building blocks of the analog market, namely: data converters, power management, amplifiers, interface, and high-performance RF and microwave.²

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Executive Compensation Highlights

Compensation Philosophy

Our Executive Compensation Program is designed to attract, motivate and retain top executive talent and align the interests of our executives and our shareholders. We accomplish this through the following steps:

Pay for Performance

A significant portion of our NEOs’ total compensation is variable and directly linked to Company performance in the form of variable cash incentive bonus payments and equity awards. This approach provides our executives with an opportunity to earn above peer average compensation if ADI delivers strong results. Similarly, our NEOs’ total compensation is suppressed if our business results are below target.

We compensate our executives using the following elements:

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Key Compensation Actions for 2016

Each year, ADI’s Compensation Committee reviews our executive compensation program’s components, targets and payouts to ensure that our pay practices remain competitive and aligned with our performance goals. Our performance is evaluated against short- and long-term goals that support our business strategy and the creation of sustainable long-term shareholder value. These items are described in more detail beginning on page 33 of this proxy statement. With respect to our 2016 executive compensation program, we maintained challenging financial performance objectives for our variable cash incentive bonus plan based on our achievement of operating profit before taxes as a percentage of revenue, or OPBT margin and year-over-year revenue growth, which are measured quarterly and paid to executives and employees semi-annually. These financial performance objectives for our variable cash incentive bonus plan are established at the beginning of our fiscal year and align with our annual operating, financial and strategic objectives. Our equity program is comprised of performance-based restricted stock units, time-based restricted stock units and stock options, which together are designed to align the executives’ interests with our and our shareholders’ goals.

Pay and Governance Practices

Our pay and governance practices are designed to align our executives’ interests with our shareholders. For example:

Say on Pay and Shareholder Engagement

In 2016, Analog Devices again received strong support for our executive compensation program with approximately 98.4% of votes cast approving our advisory “say on pay” resolution. We pay careful attention to feedback that we receive from our shareholders about our executive compensation program, including the “say on pay” vote. During the course of the year, we heldin-person and telephonic meetings with a number of shareholders to discuss a variety of matters, including our executive compensation program and how they evaluate it. Our Compensation Committee carefully considers this feedback when making decisions regarding executive compensation.

Please see the Compensation Discussion and Analysis section beginning on page 33 of this proxy statement for a more detailed description of our executive compensation program, philosophy and design.

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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Can I vote if my shares are held in “street name”?2020 Proxy Statement    9

If the Analog Devices shares that you own are held in “street name” by a bank, broker or other nominee, your bank, broker or other nominee is considered, with respect to those shares, the record holder of your shares, and is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the instructions that your bank, broker or other nominee provides you. Many banks, brokers or other nominees also offer the option of voting over the Internet or by telephone, instructions for which would be provided by your bank, broker or other nominee on your vote instruction form.

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How will votes be counted?2020 Proxy Statement    11

Each share of common stock will be counted as one vote according to the instructions contained on a properly completed proxy card, whether submitted in person, by mail, over the Internet or by telephone, or on a ballot voted in person at the Annual Meeting. With respect to all proposals, shares will not be voted in favor of the matter, and will not be counted as voting on the matter, if they either (1) abstain from voting on a particular matter, or (2) are “brokernon-votes.” Banks, brokers and other nominees who do not receive instructions with respect to Proposals 1, 2 or 3 will not be allowed to vote these shares, and all such shares will be “brokernon-votes” rather than votes “for” or “against.” Accordingly, assuming the presence of a quorum, abstentions and “brokernon-votes” for a particular proposal will not be counted as votes cast to determine the outcome of a particular proposal.

The votes will be counted, tabulated and certified by Broadridge.

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addition to solicitations by mail, Alliance Advisors and our directors, officers and regular employees may solicit proxies by telephone, email and personal interviews without additional remuneration. We will request brokers, custodians and fiduciaries to forward proxy soliciting material to the owners of shares of our common stock that they hold in their names. We will reimburse banks and brokers for their reasonableout-of-pocket expenses incurred in connection with the distribution of our proxy materials.

Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?

This year we are distributing our proxy materials to stockholders via the Internet under the “Notice and Access” approach permitted by the rules of the U.S. Securities and Exchange Commission, or SEC. This approach expedites stockholders’ receipt of proxy materials while conserving natural resources and reducing our distribution costs. On or about January 25, 2017, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials on the Internet to participating stockholders, and if desired, to request to receive a paper copy of our proxy materials by mail.

How can I obtain an Annual Report on Form10-K?

Our Annual Report on Form10-K for the fiscal year ended October 29, 2016, or fiscal 2016, is available on our website at www.analog.com. If you would like a copy of our Annual Report on Form10-K for fiscal 2016

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to shareholders may have been sent to multiple shareholders in your household unless we have received contrary instructions from one or more shareholders. We will promptly deliver a separate copy of either document to you if you contact us at the following address, telephone number or email address: Director of Investor Relations Department, Analog Devices, Inc., One Technology Way, Norwood, Massachusetts 02062,telephone: 781-461-3282, email: investor.relations@analog.com. If you want to receive separate copies of the proxy statement or annual report to shareholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address, telephone number or email address.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table contains information regarding the beneficial ownership of our common stock as of January 16, 20173, 2020 (unless otherwise specified) by:

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DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

Section 16(a) of the Exchange Act requires our executive officers, directors and the holders of more than 10% of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Officers, directors and 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of our records and written representations by the persons required to file these reports, all filing requirements of Section 16(a) were satisfied on a timely basis with respect to our most recent fiscal year or prior fiscal years,2019, with the exception of one Form 4 reporting the grant of a stock option, the grant of performance-based restricted units and the grant of time-based restricted stock units to Mr. Roche, which was filed on March 15, 2016, 4 days after its due date of March 11, 2016, two Forms 4 reporting the purchase of an aggregate of 218 shares of common stocklate filing by Mr. Real indirectly through the Company’s Ireland Success Sharing Share Plan on June 4, 2015 and December 3, 2015, which were reported on December 7, 2016 and one Form 4 reporting the saleChampy to report a gift of 1,600162 shares of common stock by Mr. Hodgson on March 18, 2015, which was reported January 13, 2017.

PROPOSAL 1 — 

ELECTION OF DIRECTORS

ELECTION PROCESS

Election Process

Our entire Board of Directors is elected annually by our shareholders and currently consists of eleventwelve directors, of whom nineten are deemed to be “independent directors.” Richard M. BeyerLisa Su and John C. HodgsonNeil Novich are retiring from the Board of Directors and therefore are not standingforre-election at the Annual Meeting. Dr. Su and Mr. Novich will continue to serve as directors until their terms expire at the Annual Meeting. Messrs. Beyer and Hodgson will each continue to serve as a director until his term expires at the Annual Meeting. On January 18, 2017, we announced that our Board of Directors intends to elect Mr. Robert Swanson, Executive Chairman of Linear Technology Corporation (“Linear”), to our Board of Directors at the later of the completion of the acquisition of Linear or the Board of Directors meeting following the Company’s 2017 Annual Meeting of Shareholders, for a term expiring at our 2018 Annual Meeting of Shareholders. At the Annual Meeting, shareholders will accordingly have an opportunity to vote for each of the nineten nominees listed below, of whom seven are deemed to be “independent directors.”below. The persons named in the enclosed proxy card, upon receipt of a properly executed proxy, will vote for each of these nominees, unless you instruct them to vote otherwise on the proxy card (whether executed by you or through Internet or telephonic voting). Each of the nominees has indicated his or her willingness to serve, if elected. However, if any or all of the nominees should be unable or unwilling to serve, the proxies may be voted for a substitute nominee designated by our Board of Directors or our Board of Directors may reduce the number of directors.

Director Criteria, Qualifications and ExperienceDIRECTOR CRITERIA, QUALIFICATIONS AND EXPERIENCE

The Board of Directors is committed to ensuring that it is composed of a highly capable group of directors who collectively span a broad range of leadership skills and provide a significant breadth of experience, knowledge and abilities, relevant to the Company’s strategic vision, long-term objectives and business activities to effectively represent the interests of shareholders, exercise sound judgment and reflect our corporate values of integrity, honesty and adherence to high ethical standards. Key factors that the Board of Directors and the Nominating and Corporate Governance Committee consider when selecting directors include:

BOARD EXPERTISE AND SKILLS

The following paragraphs provide information as of the date of this proxy statement about each nominee. The information presented includes information each director has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to ADI and our Board of Directors. Finally, we value their significant experience on other public company boards of directors and board committees.

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Information about the number of shares of common stock beneficially owned by each director appears above under the heading “Security Ownership of Certain Beneficial Owners and Management.” See also “Certain Relationships and Related Transactions.” There are no family relationships among any of the directors and executive officers of ADI.

RAY STATA,Chairman of the Board of Directors; Director since 1965

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Our Board of Directors since 1973 and served as an executive officer of our Company from its inception until April 2012. Mr. Stata served as our Chief Executive Officer from 1973 to November 1996 and as our President from 1971 to November 1991. We believe Mr. Stata’s qualifications to serve on our Board of Directors include more than 50 years of experience and leadership in the semiconductor industry, including as our founder, our Chairman for 43 years and formerly as our President for 20 years. Ifre-elected, Mr. Stata will continue to serve as our Chairman of the Board of Directors in 2017.

VINCENT ROCHE,President and Chief Executive Officer; Director since 2013

Mr. Roche, age 56, was appointed our Chief Executive Officer and elected as a Director in May 2013. Mr. Roche was appointed President of Analog Devices in 2012. Mr. Roche also served as our Vice President, Strategic Segments Group and Global Sales from October 2009 to November 2012, and as our Vice President, Worldwide Sales from March 2001 to October 2009. Mr. Roche began his career at ADI in 1988 as a senior marketing engineer, and he has served in key leadership positions over his29-year tenure at ADI, including worldwide sales, strategic marketing, business development and product management. Mr. Roche also serves as a director of Acacia Communications, Inc. We believe that Mr. Roche’s qualifications to serve on the Board of Directors include his leadership role in the Company and his deep knowledge of the Company’s products, markets and customers.

JAMES A. CHAMPY,Director since 2003

Mr. Champy, age 74, retired in 2010 as Vice President of the Dell/Perot Systems business unit of Dell, Inc., a computer and technology services company. He was previously a Vice President and the Chairman of Consulting at Perot Systems Corporation from 1996 to November 2009. He served as a director of Perot Systems Corporation from 1996 to 2004. Mr. Champy is the author of several business books and is a Life Member of the MIT Corporation, the governing body of the Massachusetts Institute of Technology. We believe Mr. Champy’s qualifications to serve on our Board of Directors include his expertise in corporate strategy development and his organizational acumen.

BRUCE R. EVANS,Director since June 2015

Mr. Evans, age 57, has served in various positions with Summit Partners, a growth equity, venture capital and credit investment firm, including most recently as a Managing Director, since 1986. He has also served as Chairman of Summit Partners’ board since 2011. During his time at Summit Partners, Mr. Evans has served as a member of the boards of directors of over 30 technology and other growth industry companies in the US and Europe, including 12 public companies. Mr. Evans is a member and Chairman Elect of the Vanderbilt University Board of Trust and the Chairman of Vanderbilt’s Investment Committee. He served as a director of FleetCor Technologies, Inc. from 2002 until 2014. We believe Mr. Evans’ qualifications to serve on our Board include his financial and management expertise, including his investing experience in the technology sector and his experience with acquisitions and other transactions.

EDWARD H. FRANK,Director since 2014

Dr. Frank, age 60, isco-founder and Chief Executive Officer of Cloud Parity, an early-stage voice of the customer startup. Before founding Cloud Parity in 2014, Dr. Frank held the position of Vice President, Macintosh Hardware Systems Engineering at Apple, Inc., a company that designs, manufactures and markets

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electronic devices, from 2009 to 2013. Prior to his tenure at Apple, Dr. Frank served as Corporate Vice President, Research and Development, of Broadcom Corp. Dr. Frank was founding CEO of Epigram, Inc., a developer of integrated circuits and software for home networking, which Broadcom acquired in 1999, and was a Distinguished Engineer at Sun Microsystems, Inc. Dr. Frank also serves as a director of Cavium, Inc. He served as a director ofFusion-IO, Inc. from 2013 until July 2014 when it was acquired by SanDisk Corporation. We believe Dr. Frank’s qualifications to serve on our Board of Directors include his deep understanding of the communications and hardware technology markets and his extensive executive leadership experience.

MARK M. LITTLE,Director since January 2017

Dr. Little, age 64, is the former Senior Vice President, GE Global Research and Chief Technology Officer of General Electric Company, or GE, a global digital industrial company. Dr. Little joined GE in 1978, and during his37-year tenure, held management positions in engineering and business, culminating with his most recent position, which he held from 2005 until 2015. In addition to his technology leadership, Dr. Little led several multi-billion dollar business units at GE including GE Energy’s power-generation segment. We believe Dr. Little’s qualifications to serve on our Board of Directors include his extensive leadership experience in a global technology company, combined with his experience driving change and innovation through GE’s various phases of business transformation.

NEIL NOVICH,Director since 2008

Mr. Novich, age 62, is the former Chairman, President and Chief Executive Officer of Ryerson Inc., a global metals distributor and fabricator. He joined Ryerson in 1994 as Chief Operating Officer and served in that role until 1999 when he was named Chairman, President and Chief Executive Officer, a position he held through 2007. Prior to that, he was a Director at Bain & Company, an international consulting firm. Mr. Novich also serves as a director of W.W. Grainger, Inc., Hillenbrand Inc. and Beacon Roofing Supply, Inc. We believe Mr. Novich’s qualifications to serve on our Board of Directors include his experience as a chief executive officer leading a complex global organization, combined with his broad operational and corporate governance expertise.

KENTON J. SICCHITANO,Director since 2003

Mr. Sicchitano, age 72, retired from PricewaterhouseCoopers LLP, or PwC, a public accounting firm, in July 2001. At the time of his retirement, Mr. Sicchitano was the Global Managing Partner of Independence and Regulatory Matters for PwC. Mr. Sicchitano joined Price Waterhouse LLP, a predecessor firm of PwC, in 1970 and became a partner in 1979. During his31-year tenure with PwC, Mr. Sicchitano held various positions including the Global Managing Partner of Audit/Business Advisory Services and the Global Managing Partner responsible for Audit/Business Advisory, Tax and Financial Advisory Services. Mr. Sicchitano also serves as a director of PerkinElmer, Inc. and MetLife, Inc. and its wholly owned subsidiary, Metropolitan Life Insurance Company. We believe Mr. Sicchitano’s qualifications to sit on our Board of Directors include his extensive experience with public and financial accounting matters for complex global organizations.

LISA T. SU,Director since 2012

Dr. Su, age 47, is President and Chief Executive Officer of Advanced Micro Devices, Inc., or AMD, a semiconductor manufacturer. Previously she served at AMD as Senior Vice President and Chief Operating Officer from July 2014 to October 2014 and Senior Vice President and General Manager, Global Business Units from January 2012 to July 2014. Prior to joining AMD in January 2012, Dr. Su served as senior vice president and general manager, Networking and Multimedia, at Freescale Semiconductor, Inc., a semiconductor manufacturer, from 2008 to 2011 and prior to that, as Chief Technology Officer from 2007 to 2008. Dr. Su also spent 13 years with International Business Machines Corporation, or IBM, in various engineering and business leadership positions; and was a member of the technical staff at Texas Instruments in the Semiconductor Process

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and Device Center. Dr. Su also serves as a director of AMD. We believe Dr. Su’s qualifications to serve on our Board of Directors include her experience as a CEO of a global semiconductor company and her understanding of complex technologies.

Our Board of Directorsunanimously recommends that you vote FOR the election of each of the above nominees.

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CORPORATE GOVERNANCE

GeneralGENERAL

We have long believed that good corporate governance is important to ensure that Analog Devices is managed for the long-term benefit of our shareholders. We periodically review our corporate governance policies and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies. As a result, we have adopted policies and procedures that we believe are in the best interests of Analog Devices and our shareholders. In particular, we have adopted the following policies and procedures:

Corporate Governance Guidelines. Our Board of Directors has adopted Corporate Governance Guidelines for our Company that establishes a common set of expectations to assist the Board and its committees in performing their duties. The Board reviews these Guidelines at least annually, and updates them as necessary to reflect changing regulatory requirements and evolving practices.

Declassified Board of Directors. We have a declassified Board of Directors and our bylaws provide that each director will serve for a term ending on the date of the annual meeting following the one at which such director was elected. All of our directors will stand for election for terms expiring at the next annual meeting of shareholders.24    Analog Devices, Inc.

Majority Voting for Election of Directors. Our bylaws provide for a majority voting standard in uncontested director elections, so a nominee is elected to the Board of Directors if the votes “for” that director exceed the votes “against” (with abstentions and brokernon-votes not counted as for or against the election). If a nominee does not receive more “for” votes than “against” votes, the director must offer his or her resignation, which the Board of Directors must determine whether to accept and publicly disclose that determination.

No Hedging Policy. We prohibit all hedging transactions or short sales involving Company securities by our directors and employees, including our executive officers.

No Pledging Policy. Since January 2013, we have prohibited our directors and executive officers from holding any Company securities in a margin account, and from any future pledging of their Company securities as collateral for a loan.

Equity Award Grant Date Policy. We do not time or select the grant dates of any stock options or stock-based awards in coordination with our release of materialnon-public information, nor do we have any program, plan or practice to do so. In addition, the Compensation Committee has adopted specific written policies regarding the grant dates of stock option and stock-based awards made to our directors, executive officers and employees. See “— Director Compensation” and “INFORMATION ABOUT EXECUTIVE COMPENSATION — Compensation Discussion and Analysis — Equity Award Grant Date Policy” below for more information.

 

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Policy/Practice		Summary
Executive Stock Ownership Guidelines		Under our guidelines, the target stock ownership levels are two times annual base salary for the Chief Executive Officer and one times annual base salary for other executive officers. The Chief Executive Officer has four years from the date of his appointment as CEO to achieve his targeted level. Executive officers other than the CEO have five years from the date he or she becomes an executive officer to achieve their targeted level. Shares subject to unexercised options, whether or not vested, and unvested performance-based RSUs whose performance has not yet been certified by the Compensation Committee will not be counted for purposes of satisfying these guidelines. RSUs and restricted stock (whether or not vested) and unvested performance-based RSUs whose performance has been certified by the Compensation Committee are counted for purposes of satisfying the guidelines. All of our executive officers were in compliance with our stock ownership guidelines as of the end of the fiscal year ended November 2, 2019, or fiscal 2019.
Adoption of Proxy Access Right		Our Board of Directors approved a bylaw amendment implementing proxy access, which allows shareholders that meet standard eligibility requirements to submit director candidates for election in the Company’s proxy statement.

You can access our bylaws, the current charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, our Related Person Transaction Policy and our Equity Award Grant Date Policy at investor.analog.com/corporate-governance.cfm or by writing to:

Director of Investor Relations Department

Analog Devices, Inc.

One Technology Way

Norwood, Massachusetts 02062

Phone:781-461-3282

Fax:781-461-3491

Email: investor.relations@analog.com

DeterminationENGAGEMENT WITH OUR SHAREHOLDERS

Since our inception as a public company, we have maintained an active engagement program with our shareholders, meeting with them extensively throughout the year as part of Independenceour investor outreach efforts. In fiscal 2019, we held more than 430 meetings with our shareholders, including the majority of our top 25 shareholders, to discuss the Company’s performance and prospects, as well as trends affecting the semiconductor industry. We also continued our specific outreach effort with our institutional investors to discuss corporate governance issues affecting the Company. During fiscal 2019, we reached out to our top 25 shareholders, representing approximately 55% of our outstanding shares with an invitation to have discussions with their corporate governance teams. Of the shareholders who accepted our engagement invitation, topics covered in these meetings included:

Board composition and risk oversight

Board evaluations and refreshment

Corporate governance trends

Environmental, social and governance considerations, including diversity and inclusion and human capital management

Executive compensation practices and design

In the spirit of continuous improvement, we have reviewed with our Board of Directors the key takeaways from these meetings with the goal of continuing to evolve our corporate governance practices to

2020 Proxy Statement    25

best meet the needs of the Company and our shareholders. Our dialogue has led to enhancements to our practices and disclosure, which our Board believes is in the best interests of our company and our shareholders. For example we:

We intend to continue our shareholder outreach efforts on anon-going basis and look forward to continuing to engage with our valued shareholders.

SUSTAINABILITY

We believe that in order to deliver solid financial results for ADI, we must, among other things, create a rewarding workplace and be a trusted partner, leading corporate citizen, environmental steward and contributor to our communities. We have a long history of leadership in corporate responsibility, and pursue corporate social responsibility and sustainability along four axes—economic, environmental, social and governance and ethics.

Economic Sustainability. ADI works to ensure that our technological innovations continue to have impact and our employees, customers, partners and investors continue to share in the success of ADI. This is executed through ourbest-in-class financial model, global operations and smart supply chain management. Economic sustainability considers the economic conditions of all of our stakeholders: employees, their families and communities; the communities where we operate; and world we all live in.

Environmental Sustainability. At ADI, we are passionate about our responsibility to engineer a more sustainable future. For us, this means more than simply environmental sustainability—it extends to regenerating our environment. We continue to work on developing new solutions and applications which can help restore and replenish our natural resources and ecosystems, reduce our carbon footprint and minimize the impacts of our operations to the environment. We also seek to partner with our customers and suppliers to reduce the impact they have on our shared planet.

We establish environmental performance objectives using a five-year planning horizon, and make annual updates to our objectives, targets, and programs. For example, a key operational goal for ADI is to achieve a 50% greenhouse gas emission reduction target by 2025 over our 2015 baseline, a significant step up from our previous emission reduction goals. Progress is reviewed quarterly at the corporate level and monthly at the site level and senior management allocates resources appropriately to help keep programs on plan.

Social Sustainability. ADI is committed to a work environment where employees are treated with respect and fairness. We understand that our people are the driving force of our company and keep us at the leading edge. The mission of our diversity and inclusion program is to drive a culture that values and leverages the uniqueness of each employee so that they may develop and grow at ADI. In fiscal 2019, we published our first Diversity and Inclusion report, providing a look at the state of our organization and an overview of some of the initiatives we launched over the past year to drive continued improvement across diversity and inclusion at ADI. Our focus on being a great place to work and for providing industry-leading benefits and a work culture that has led to strong employee satisfaction and pride has been recognized across the globe, including most recently the awards listed below.

Additionally, ADI’s stakeholder ecosystem extends beyond the typical focus on investors, employees, and customers to the communities and world in which we operate. We strive to be a positive influence in our

26    Analog Devices, Inc.

communities by living up to the highest ethical standards, pursuing socially minded business practices, providing rewarding career and employment opportunities and giving back to our communities in concert with our employees’ individual efforts.

Governance and Ethical Sustainability. Ethical behavior has been a core tenet of our Company’s values since our earliest days. Our employees, across all locations and job functions, have internalized the value of ethical behavior, routinely going beyond mere compliance with applicable laws and regulations. Our long history of leadership in the area of governance and ethics has resulted in a trusted reputation among our customers, investors and employees, as well as the communities where we operate. That is a trust that we have worked hard to earn and one we don’t take lightly.

Sustainability is infused into all aspects of how we do business, and we are proud that our sustainability commitment is routinely recognized around the globe, including most recently with the following awards:

For more information about our corporate responsibility efforts, please refer to our Sustainability and Diversity and Inclusion Reports available on the Analog Devices web site.

DETERMINATION OF INDEPENDENCE

Under applicable NASDAQNasdaq Rules, a director of Analog Devices will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has established guidelines (within our Corporate Governance Guidelines) to assist it in determining whether a director has a relationship with Analog Devices that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. These guidelines are posted on our website under investor.analog.com/corporate-governance.cfm. For relationships not covered by the guidelines, the determination of whether such a relationship exists is made by the members of our Board of Directors who are independent (as defined above). Our Board of Directors has determined that none of Messrs. Beyer, Champy, Evans, Hodgson, Novich and Sicchitano, Ms. Golz and Drs. Chandrakasan, Frank, Little, Su and SuWee has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQNasdaq Rules. The Board also determined that Yves-Andre Istel, a former director, was an “independent director” prior to his resignation from the Board on March 9, 2016. The Boardof Directors has determined that Mr. Roche, our President and Chief Executive Officer, and Mr. Stata, our Chairman and founder, are not “independent” under the NASDAQNasdaq Rules because Mr. Roche is a current employee and Mr. Stata is our founder. WeThe Board of Directors considered the Company’s annual laboratory membership and sponsorship of university research projects with MIT (of which Anantha P. Chandrakasan is the Dean of the School of Engineering and James A. Champy is a board member) and the Company’s annual membership to the Semiconductor Industry Association, or the SIA, (of which Vincent Roche and Lisa Su are board members)Karen Golz’s former affiliation with Ernst & Young and determined that those relationships would not interfere with the relationships were establishedexercise of independent judgment in carrying out the ordinary courseresponsibilities of business on an arms-length basis without the involvement of Messrs. Champy or Mr. Roche or Dr. Su, and are not material to MIT, the SIA or the Company.a director.

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Director CandidatesDIRECTOR CANDIDATES

Shareholders of record of Analog Devices may recommend director candidates for inclusion by the Board of Directors in the slate of nominees that the Board of Directors recommends to our shareholders for election. The qualifications of recommended candidates will be reviewed by the Nominating and Corporate Governance Committee. If the Board of Directors determines to nominate a shareholder-recommended candidate and recommends his or her election as a director by the shareholders, the name will be included in Analog Devices’ proxy card for the shareholders’ meeting at which his or her election is recommended.

Shareholders may recommend individuals for the Nominating and Corporate Governance Committee to consider as potential director candidates by submitting their names and background and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of Analog Devices’ common stock for at least one year as of the date the recommendation is made, to the “Analog Devices Nominating and Corporate Governance Committee,” c/o Margaret K. Seif,Larry Weiss, Secretary, Analog Devices, Inc., One Technology Way, Norwood, Massachusetts 02062. The Nominating and Corporate Governance

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Committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis.

The process followed by the Nominating and Corporate Governance Committee to identify and evaluate candidates includes requests to Board members and others for recommendations, input from director search firms for identification and evaluation of candidates, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board of Directors. From time to time, the Nominating and Corporate Governance Committee may also seek input from director search firms for identification and evaluation of candidates. Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders on a timely basis, the Nominating and Corporate Governance Committee will evaluate director candidates recommended by shareholders by following substantially the same process, and applying substantially the same criteria, as it follows for director candidates submitted by Board members.

Shareholders also have the right to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board of Directors, by following the procedures set forth in ADI’s amended and restatedour bylaws and described in the response to the question“How and when may I submit a shareholder proposal, including a shareholder nomination for director, for the 20182021 annual meeting of shareholders?” above.

In considering whether to recommend any candidate for inclusion in the Board of Directors’ slate of recommended director nominees, including candidates recommended by shareholders, the Nominating and Corporate Governance Committee will apply the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate’s integrity, business acumen, experience, commitment, and diligence,diligence; the presence of any conflicts of interest and the ability of the candidate to act in the interests of all shareholders. The Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Analog Devices believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities. While we do not have a policy regarding Board diversity, the Nominating and Corporate Governance Committee includes gender, racial and ethnic diversity as part of its search criteria, consistent with the requirement for relevant and diverse experience, skills and industry familiarity.

Communications from Shareholders and Other Interested PartiesCOMMUNICATIONS FROM SHAREHOLDERS AND OTHER INTERESTED PARTIES

The Board of Directors will give appropriate attention to written communications on issues that are submitted by shareholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, the Chairman of the Nominating and Corporate Governance Committee will, with the assistance of Analog Devices’ internal legal counsel,General Counsel, (1) be

28    Analog Devices, Inc.

primarily responsible for monitoring communications from shareholders and other interested parties and (2) provide copies or summaries of such communications to the other directors as he considers appropriate.

Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the Chairman of the Nominating and Corporate Governance Committee considers to be important for the directors to review. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to personal grievances, commercial solicitations and matters as to which Analog Devices tends to receive repetitive or duplicative communications.

Shareholders and other interested parties who wish to send communications on any topic to the Board of Directors (including the presiding directorPresiding Director or the independent directors as a group) should address such

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communications to James A. Champy, Presiding Director, c/o Secretary, Analog Devices, Inc., One Technology Way, Norwood, Massachusetts 02062.

Board of Directors Leadership StructureBOARD OF DIRECTORS LEADERSHIP STRUCTURE

Our Corporate Governance Guidelines provide that the roles of Chief Executive Officer and Chairman of the Board of Directors should be separate, unless otherwise determined by a majority of the Board of Directors, and we currently separate these roles. Our Chief Executive Officer is responsible for setting the strategic direction for the Company and theday-to-day leadership and performance of the Company, while our Chairman of the Board of Directors provides guidance to the Chief Executive Officer, sets the agenda for Board meetings and presides over meetings of the full Board of Directors. Because our Board of Directors has determined that Mr. Stata, our Chairman and founder, is not an independent director under the NASDAQNasdaq Rules, our Board of Directors has appointed James A. Champy as presiding directorPresiding Director to preside at all executive sessions of independent directors.directors without management present. The Board of Directors meets in executive session at each regular meeting.

Board of Directors Meetings and CommitteesBOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board of Directors has responsibility for reviewing our overall performance, rather thanday-to-day operations. The Board of Directors’ primary responsibility is to oversee the management of the Company and, in so doing, serve the best interests of the Company and its shareholders. The Board of Directors provides for the succession of the Chief Executive Officer, nominates for election at annual shareholder meetings individuals to serve as directors of Analog Devices, and elects individuals to fill any vacancies on the Board of Directors. It reviews corporate objectives and strategies, and evaluates and approves significant policies and proposed major commitments of corporate resources. It participates in decisions that have a potential major economic impact on Analog Devices. Management keeps the directors informed of Company activity through regular written reports and presentations at Board and committee meetings.

The Board of Directors met 12nine times in fiscal 20162019 (including by telephone conference). During fiscal 2016,2019, each of our directors attended 75% or more of the total number of meetings of the Board of Directors and the committees on which he or she served. The Board of Directors has standing Audit, Compensation, and Nominating and Corporate Governance Committees. All members of all three committees are independent,non-employee directors. Each committee has a charter that has been approved by the Board of Directors and is reviewed annually. In addition, each Committee conducts an annual self-evaluation of its own performance.performance and the performance of its members in accordance with its respective Committee charter. Each director also undertakes an evaluation of the Board more generally. Our Lead Director, who is also currently the Chair of our Nominating and Corporate Governance Committee, working with outside counsel, also has conversations with each Board member designed to assess the competencies and skills each director brings to the Board. Summaries of the evaluations are presented to the Board. Mr. Roche is the only current director who is, or has been in the past three years, an employee of Analog Devices. Messrs. Roche and Stata do not serve on any standing Board committee and do not participate in the portion of any Board or committee meeting during which their compensation is evaluated. The independent directors met in executive session without Mr.Messrs. Stata or our Chief Executive OfficerRoche at eachin-person Board meeting in fiscal 2016.2019.

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Our Corporate Governance Guidelines set forth our policy that directors are expected to attend annual meetings of shareholders. All of our then-serving directors attended the 20162019 Annual Meeting of Shareholders.

Audit Committee

The current members of our Audit Committee are Messrs. Sicchitano (Chair), Evans and Novich and Ms. Golz. Dr. Little and Hodgson.also served on the Audit Committee during fiscal 2019. The Board of Directors has determined that each of Messrs. Sicchitano, Evans Little and HodgsonNovich and Ms. Golz qualifies as an “audit committee financial expert” under the rules of the SEC and is independent as defined under the NASDAQNasdaq Rules and the independence requirements under Rule10A-3(b)(1) of the Exchange Act. In addition, our Board of Directors has determined that each member of the Audit Committee is able to read and understand financial statements, including the Company’s consolidated balance sheet and its consolidated statements of income, comprehensive income, shareholders’ equity and cash flows and related notes as required under the NASDAQNasdaq Rules. The Board of Directors has certified that it has at least one member of the audit committeeAudit Committee who has past

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