ADIAnalog Devices
Deals with insiders in the proxy filed 2026-01-23
Deals between ADI and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-01-27.
Nothing new: every deal in this year's section was reported last year too.
The whole section
12 paragraphs quoted as filed
Transactions with Related Persons“There were no related person transactions that would require disclosure under Item 404 of Regulation S-K under the Exchange Act since the beginning of fiscal year 2025 through the date of this Proxy Statement.”
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Policies and Procedures for Related Person Transactions“Our Board of Directors has adopted written policies and procedures for the review of any transaction, arrangement, or relationship in which ADI or any of its subsidiaries is a participant, the amount involved exceeds or is expected to exceed $120,000, and one of our executive officers, directors, director nominees, 5% shareholders, or any of their immediate family members, each of whom we refer to as a related person, has a direct or indirect material interest.”
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Policies and Procedures for Related Person Transactions“If a related person proposes to enter into such a transaction, arrangement, or relationship, which we refer to as a related person transaction, the related person must report the proposed related person transaction to our Chief Legal Officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee. Whenever practicable, the reporting, review, and approval will occur prior to entry into the transaction. If our Chief Legal Officer determines that advance review and approval is not practicable, or if we become aware of the existence of a related person transaction that has not been previously approved under the policy, the Audit Committee will review the related person transaction at the next meeting of the Audit Committee and will consider all options with respect to the related person transaction, including ratification, amendment, or termination. The policy also permits the Chair of the Audit Committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the Audit Committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.”
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Policies and Procedures for Related Person Transactions“A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the Audit Committee will review and consider:”
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Policies and Procedures for Related Person Transactions“u The approximate dollar value of the amount involved in the related person transaction;”
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Policies and Procedures for Related Person Transactions“u The approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;”
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Policies and Procedures for Related Person Transactions“u Whether the transaction was undertaken in the ordinary course of our business;”
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Policies and Procedures for Related Person Transactions“u Whether the terms of the transaction are no less favorable to us than the terms that could have been reached with an unrelated third party;”
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Policies and Procedures for Related Person Transactions“u The impact on a non-employee director’s independence, if applicable; and u Any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.”
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Policies and Procedures for Related Person Transactions“The Audit Committee may approve or ratify the related person transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in ADI’s best interests. The Audit Committee may, in its sole discretion, impose any conditions on ADI or the related person in connection with the approval of the related person transaction.”
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Policies and Procedures for Related Person Transactions“In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our Board of Directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of the policy:”
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Policies and Procedures for Related Person Transactions“u Interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of that entity), that is a participant in a transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in the entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, and (c) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual gross revenues of the company receiving payment under the transaction; or u Any transactions that are specifically contemplated by provisions of ADI’s charter or bylaws.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗