ANALOG DEVICES INC
Shareholder Proposals
Item 5
G
Allow shareholders holding 10% of outstanding shares (or the lowest percentage permitted by law) to call a special shareholder meeting, with no minimum holding period and permitting online meetings.
The proposal requests that the company amend its governing documents to allow shareholders who collectively own 10% of outstanding common stock—or, alternatively, the lowest percentage allowed under state law—to call a special shareholder meeting. It also seeks to remove any holding-period requirement for shares used to call such a meeting and explicitly allow the meeting to be held online. The proponent argues that recent purchasers can be well-informed and that a lower threshold would strengthen shareholder engagement and provide a viable option if the board is unresponsive. The proposal cites precedent where similar proposals received significant shareholder support at other companies.