Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At a meeting of the Board of Directors of Analog Devices, Inc. (the "Company")
held on November 25, 2019, Susie Wee was elected as an independent Director to
the Board of Directors, effective November 29, 2019, for a term continuing to
the Company's next annual meeting of shareholders in March 2020 when all
directors will be subject to election by shareholders. Dr. Wee will serve on the
Company's Compensation Committee of the Board of Directors. In connection with
her service on the Board of Directors, Dr. Wee will receive an annual cash
retainer of $80,000, paid quarterly. In connection with her service on the
Compensation Committee of the Board of Directors, Dr. Wee will also receive an
annual cash retainer of $20,000.
Dr. Wee will automatically be granted on December 15, 2019 (or the next
succeeding business day that the Nasdaq is open) under the Company's 2006 Stock
Incentive Plan a restricted stock unit award (rounded to the nearest 5 shares)
with a value of approximately $59,200, representing the pro-rated value of the
Company's fiscal 2019 annual director grant, which shall vest and convert into
shares of the Company's common stock on the earlier of the date of the Company's
next annual meeting of shareholders or March 13, 2020.
Each non-employee director reelected at the next annual meeting of shareholders
will be granted a restricted stock unit award for a number of shares of common
stock approved by the Board on the date of the Company's annual meeting of
shareholders.
Director RSU awards vest in full upon the occurrence of a Change in Control
Event (as defined in the Company's 2006 Stock Incentive Plan) or the director's
death. If the director ceases to serve as a director by reason of his or her
disability, as determined by the Board of Directors, each RSU award will vest in
full.
In addition, Dr. Wee will become party with the Company to the Company's form of
Indemnification Agreement for Directors and Officers, filed as Exhibit 10.30 to
the Company's Annual Report on Form 10-K for the fiscal year ended November 1,
2008.
A press release announcing these matters is filed as Exhibit 99.1 to this
Current Report, and is incorporated herein by reference.


Item 9.01.   Financial Statements and Exhibits
(d) Exhibits
Exhibit No.                   Description

         99.1                   Press release dated November     26    , 2019.
      101.INS                 The instance document does not appear in the

Interactive Data File because


                              its XBRL tags are embedded within the inline XBRL document.**
      101.SCH                 Inline XBRL Schema Document.**
      101.CAL                 Inline XBRL Calculation Linkbase Document.**
      101.LAB                 Inline XBRL Labels Linkbase Document.**
      101.PRE                 Inline XBRL Presentation Linkbase Document.**
      101.DEF                 Inline XBRL Definition Linkbase Document.**
        104                   Cover page Interactive Data File (formatted

as inline XBRL with applicable


                              taxonomy extension information contained in Exhibits 101).
         **                   Submitted electronically herewith.

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