UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 8, 2020, Maxim Integrated Products, Inc. (“Maxim”) held a special meeting of its stockholders (the “Special Meeting”) to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of July 12, 2020 (as it may be amended from time to time, the “Merger Agreement”), by and among Analog Devices, Inc. (“ADI”), Magneto Corp., a Delaware corporation and wholly owned subsidiary of ADI, and Maxim (the “Maxim Merger Proposal”); (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Maxim Compensation Proposal”); and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Maxim Merger Proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to Maxim stockholders (the “Maxim Adjournment Proposal”).
The final report of the votes for the Maxim Merger Proposal was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 212,246,888 | 605,564 | 423,509 | 0 |
The final report of the votes for the Maxim Compensation Proposal was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 206,818,959 | 5,827,881 | 629,121 | 0 |
The final report of the votes for the Maxim Adjournment Proposal was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 176,076,315 | 36,729,918 | 469,728 | 0 |
Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Maxim Merger Proposal and no additional time was required to timely provide any supplement or amendment to the joint proxy statement/prospectus to Maxim stockholders.
| Item 8.01. | Other Events. |
On October 8, 2020, Maxim and ADI issued a joint press release announcing the voting results of the Special Meeting and the special meeting of ADI shareholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Joint Press Release, dated October 8, 2020 | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document) | |
SIGNATURES
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: October 8, 2020 | MAXIM INTEGRATED PRODUCTS, INC. | |||||
| By: | /s/ Mark Casper | |||||
| Name: | Mark Casper | |||||
| Title: | Vice President, General Counsel and Corporate Secretary | |||||