Exhibit 99.1
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| | | | | | PRELIMINARY COPY | | | | | | |
LINEAR TECHNOLOGY CORPORATION ATTN: STOCK ADMINISTRATION 1630 MCCARTHY BOULEVARD MILPITAS, CA 95035-7487 | | | | | | VOTE BY INTERNET -www.proxyvote.com | | | | | | |
| | | | | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | | | | | |
| | | | | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS | | | | | | |
| | | | | If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | | | | | | |
| | | | | VOTE BY PHONE - 1-800-690-6903 | | | | | | |
| | | | | Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and follow the simple instructions provided to you. | | | | | | |
| | | | | VOTE BY MAIL | | | | | | |
| | | | | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | | | | | |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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| | E13671-P81819 | | | KEEP THIS PORTION FOR YOUR RECORDS | |
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| | | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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LINEAR TECHNOLOGY CORPORATION | | | | | | | | | | | | | | | | | | | | | | | | |
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| | The Board of Directors recommends you vote FOR the following proposals: | | | | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1. | | Adoption of the Agreement and Plan of Merger by and among Linear Technology Corporation, Analog Devices, Inc. and Tahoe Acquisition Corp. | | | | ¨ | | ¨ | | ¨ | | | | | | | | | | The Board of Directors recommends you vote FOR the following: | | | | | | | | |
| | 2. | | Approval on an advisory (non-binding) basis of the compensation that may be paid or become payable to Linear Technology's named executive officers that is based on or otherwise relates to the merger. | | | | ¨ | | ¨ | | ¨ | | | | | | | | 3. | | Election of Directors Nominees: 3a. Robert H. Swanson, Jr. 3b. Lothar Maier 3c. Arthur C. Agnos 3d. John J. Gordon 3e. David S. Lee 3f. Richard M. Moley 3g. Thomas S. Volpe | | | | | | | | | | For ¨ ¨ ¨ ¨ ¨ ¨ ¨ | | Against ¨ ¨ ¨ ¨ ¨ | | Abstain ¨ ¨ ¨ ¨ ¨ ¨ ¨ | | |
| | 4. | | Approval on an advisory (non-binding) basis of the compensation (other than compensation that is based on or otherwise relates to the merger) of Linear Technology's named executive officers. | | | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | | | | | | | | | |
| | 5. | | Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of Linear Technology for the fiscal year ending July 2, 2017. | | | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | | | | | | | ¨ ¨ | | | |
| | 6. | | Approval of the adjournment of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve Proposal 1. | | | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | | | NOTE:Authority is hereby given to the proxies identified on the front of this card to vote in their discretion upon such other business as may properly come before the meeting or any adjournment or postponement of the meeting. | | | | | | | | |
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| | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | | | | | | | Signature (Joint Owners) | | Date | | | | | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
E13672-P81819
LINEAR TECHNOLOGY CORPORATION
Annual Meeting of Stockholders
October 18, 2016 3:00 PM
This proxy is solicited by the Board of Directors
The undersigned stockholder hereby appoints Lothar Maier and Donald Zerio, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of LINEAR TECHNOLOGY CORPORATION that the stockholder is entitled to vote at the Annual Meeting of Stockholders to be held at 3:00 PM, PDT on October 18, 2016, at the Company's principal executive offices, located at 1630 McCarthy Boulevard, Milpitas, California 95035, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE SPECIFIED NOMINEES AS DIRECTORS IN PROPOSAL 3 AND FOR PROPOSALS 1, 2, 4, 5 AND 6. WHETHER OR NOT DIRECTION IS MADE, THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS UPON SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF STOCKHOLDERS OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Continued and to be signed on reverse side