ANALOG DEVICES INC 8-K

What Happened

• Analog Devices, Inc. filed an 8-K on January 23, 2026 disclosing board changes announced January 20, 2026. Longtime director Susie Wee informed the board she will retire and will not stand for re‑election at the 2026 annual meeting of shareholders to be held March 11, 2026; she will continue serving until that meeting. The board increased its size to 11 members and appointed Yoky Matsuoka as an independent director effective January 20, 2026; Dr. Matsuoka was also named to the Corporate Development Committee.

Key Details

• Susie Wee: notified the board on Jan 20, 2026 she will retire and not stand for re‑election at the March 11, 2026 annual meeting; will serve until that meeting.
• Board change: size increased to eleven members; Yoky Matsuoka appointed Jan 20, 2026 for a term expiring at the 2026 annual meeting.
• Director pay for Dr. Matsuoka: cash retainers of $100,000 (board) + $15,000 (committee), paid quarterly and prorated from appointment; RSU award with $235,000 aggregate fair market value, vesting on the earlier of the 2026 annual meeting or March 12, 2026 (prorated).
• Other items: Dr. Matsuoka is eligible for the company’s deferred compensation plan and will enter the company’s standard director indemnification agreement; no related-party transactions requiring disclosure were reported. Press release announcing the appointment was furnished as Exhibit 99.1.

Why It Matters

• Governance impact: the board change refreshes director composition and adds an independent director with a seat on the Corporate Development Committee (which oversees strategic transactions). Investors should note the upcoming March 11, 2026 shareholder election when all directors will be subject to vote.
• Financial impact: director compensation disclosed (cash retainer and RSU values) is modest and one‑time/prorated; no operational or policy disagreements were reported in connection with the retirement.