Analog Devices (ADI) 8-K Submission of Matters to a Vote of Security Holders

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 9, 2010

Analog Devices, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	1-7819	04-2348234
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation	File Number)	Identification No.)

One Technology Way, Norwood, MA	02062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 329-4700

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

Voting Results.

At the Annual Meeting of Shareholders of Analog Devices, Inc. (the “Company”), held on March 9, 2010 (the “Annual Meeting”), the proposals listed below were submitted to a vote of the shareholders. The proposals are described in the Company’s definitive proxy statement for the Annual Meeting. Each of the proposals was approved by the shareholders pursuant to the voting results set forth below.

Proposal 1 — The election of ten nominees to the Company’s Board of Directors each for a term of one year.

The ten (10) nominees named in the definitive proxy statement were elected to serve as directors until the 2011 annual meeting. Information as to the vote on each director standing for election is provided below:

	Votes		Votes		Votes		Broker
Nominee	For		Against		Abstaining		Non-Votes
Ray Stata		226,275,176		15,232,101		116,863		18,774,222
Jerald G. Fishman		226,711,614		14,657,726		254,800		18,774,222
James A. Champy		228,629,098		12,336,847		658,194		18,774,223
John L. Doyle		224,263,658		16,920,773		439,709		18,774,222
John C. Hodgson		228,594,215		12,319,266		710,658		18,774,223
Yves-Andre Istel		227,747,778		13,332,380		543,981		18,774,223
Neil Novich		227,933,451		12,975,838		714,850		18,774,223
F. Grant Saviers		226,994,851		13,936,600		692,688		18,774,223
Paul J. Severino		228,744,714		12,215,983		663,443		18,774,222
Kenton J. Sicchitano		228,762,733		12,330,821		530,585		18,774,223

Proposal 2 — The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 30, 2010.

     The voting results were as follows:

Votes For	Votes Against		Votes Abstaining		Broker Non-Votes
256,568,350		3,544,952		285,060		0

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 11, 2010	ANALOG DEVICES, INC.
	By:	/s/ Margaret K. Seif
		Margaret K. Seif
		Vice President, General Counsel and Secretary