BOSTON, March 10, 2026, 1:41 PM EDT
Analog Devices shareholders have until 11:59 p.m. ET on Tuesday to decide whether the chipmaker can add 13 million shares to its stock-award plan, the main item before its annual meeting in Boston on Wednesday. A proxy filing showed the board is urging investors to vote in favor. 1
The timing matters. ADI heads into the meeting with shares up about 1% in early afternoon trade, and with a stronger outlook after last month’s results; the company forecast second-quarter revenue of $3.5 billion, above Wall Street estimates, and CFO Richard Puccio called that view a “new high watermark for ADI.” 2
Proposal 4 would expand ADI’s 2020 Equity Incentive Plan, its stock-based pay program for employees, executives and directors, by 13 million shares. The company said potential dilution — stock awards already outstanding plus shares reserved for future grants, measured against shares outstanding — would have risen to 6.11% from 3.48% as of Nov. 1, 2025, if those shares were included. 1
ADI also told shareholders it still had 11,592,135 shares left under the current plan as of Nov. 1. But lead independent director Stephen Jennings wrote that the board wants approval so the company can remain a “center of gravity for the world’s leading talent,” and ADI has separately argued that equity pay is a key tool in the competitive semiconductor industry. 1
Wednesday’s agenda goes beyond the stock plan. Shareholders will also vote on 10 directors, a non-binding say-on-pay vote on executive compensation, auditor ratification, and a shareholder proposal from John Chevedden that would let holders of 10% of ADI stock call a special meeting without a holding-period rule. 1
The board is pushing back on that last point. ADI says it already cut the threshold for calling a special meeting to 25% from 80% in 2025 and argues that going lower could let small groups force costly meetings and pull management away from running the business. 1
In the market, ADI’s 1.0% rise to $322.95 left it between peers on Tuesday: Texas Instruments was up roughly 1.5%, while Broadcom added about 0.4%. That mixed move suggests investors are still treating chip names differently even after ADI flagged recent data-center strength. 3
The upside case for ADI is plain enough. February results showed broad industrial strength and record data-center orders, and Reuters reported that the company’s second-quarter revenue view topped Wall Street expectations as AI-driven infrastructure spending lifted demand for its chips. 3
But the risk line is not small. Analog’s own filings list tariffs, export restrictions, manufacturing delays, supply-chain problems and wider geopolitical pressure as threats, and a larger stock-plan pool could keep dilution and executive pay under a brighter light even if shareholders approve the measure. 3
If investors vote down Proposal 4, ADI would keep using the current plan with the shares still available for new grants. That gives the board a fallback, though less room to refresh pay packages if the hiring fight across the chip sector stays tight. 1
