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): December 20, 2006
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e)
Executive Performance Bonus Plan for Fiscal Year 2007
On December 20, 2006, the Compensation Committee of the Board of Directors of
Analog Devices, Inc. (the "Company") approved the terms of an Executive
Performance Bonus Plan for fiscal year 2007 (the "Executive Bonus Plan"). All
executive officers and other senior management selected by the Chief Executive
Officer will participate in the Executive Bonus Plan. Bonus payments under the
Executive Bonus Plan are calculated and paid as follows:
1. Each participant's Fiscal 2007 Bonus Target is obtained by multiplying
his or her Eligible Earnings by his or her Bonus Target Percentage:
o Eligible Earnings - the individual's base pay during the applicable bonus
period.
o Bonus Target Percentage - a percentage of the individual's Eligible
Earnings, determined individually for each participant by the Compensation
Committee and ranging from 35% to 160%.
2. Each participant's Fiscal 2007 Bonus Target is then multiplied by the
Bonus Payout Factor. The Bonus Payout Factor is based on the Company's operating
profit before tax as a percentage of revenue for the applicable bonus period,
which is adjustable by the Compensation Committee in its sole discretion to
exclude special items, including but not limited to: stock-based compensation
expense, restructuring-related expense, acquisition-related expense, gain or
loss on disposition of businesses, non-recurring royalty payments, and other
similar non-cash or non-recurring items. The Bonus Payout Factor can range from
zero to three.
The product obtained by multiplying a participant's Fiscal 2007 Bonus
Target by the Bonus Payout Factor shall be the Fiscal 2007 Bonus Payment for
each participant. Each participant's Fiscal 2007 Bonus Payment can therefore be
reduced to zero, or increased by up to three times his or her Fiscal 2007 Bonus
Target.
3. Each participant's Fiscal 2007 Bonus Payment is then subject to
adjustment by his or her Individual Payout Factor as follows. The Individual
Payout Factor can increase the calculated bonus payment by as much as 50% or
decrease the calculated bonus payment by as much as 50%, based on an evaluation
of the participant's performance against a set of individual goals that are
focused on key performance indicators, including business unit financial
performance, strategic initiatives and overall leadership. At the end of fiscal
year 2007, the Chief Executive Officer will review and assess the performance of
each of the other participants with respect to his or her goals, and provide his
recommendations thereon to the Compensation Committee. In addition, the
Compensation Committee will review and assess the Chief Executive Officer's
performance with respect to his goals. The Compensation Committee will then
determine the Individual Payout Factor for the Chief Executive Officer and each
of the other participants, based on the Committee's review and assessment of the
performance of each individual toward his or her goals.
4. Bonus payments, if any, under the Executive Bonus Plan will be
calculated at the end of each fiscal quarter and distributed after the first
half and second half of fiscal year 2007. The Individual Payout Factor
adjustments are only assessed and calculated annually at the end of the fiscal
year. Therefore, the distribution paid after the first half of fiscal year 2007
will be based only on paragraphs 1 and 2 above. Any Individual Payout Factor
adjustments pursuant to paragraph 3 above will be assessed and calculated after
the fiscal year end for the full fiscal year and applied only to the
distribution which would be otherwise due and payable after the second half of
fiscal year 2007 using the calculation described above.
Revised Forms for Usage under 2006 Stock Incentive Plan
All of the Registrant's employees (including executive officers),
directors, consultants and advisors are eligible to receive options, stock
appreciation rights, restricted stock, restricted stock units and other
stock-based awards under the Company's 2006 Stock Incentive Plan (the "2006
Plan"). On December 13, 2006, the Compensation Committee approved a revised form
of Confirming Memorandum for Grants of Non-Qualified Stock Options to Employees
for usage under the 2006 Plan. The revised form of Confirming Memorandum for
Grants of Non-Qualified Stock Options to Employees is filed as an exhibit hereto
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
---------- -----------
99.1 Form of Confirming Memorandum for Grants of Non-Qualified Stock
Options to Employees for usage under the Registrant's 2006 Stock
Incentive Plan.
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: December 22, 2006 ANALOG DEVICES, INC.
By: /s/ Joseph E. McDonough
-------------------------------------
Joseph E. McDonough
Vice President, Finance and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
99.1 Form of Confirming Memorandum for Grants of Non-Qualified Stock
Options to Employees for usage under the Registrant's 2006 Stock
Incentive Plan.