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This excerpt taken from the ADI DEF 14A filed Feb 6, 2008. APPENDIX A
Articles
of Amendment
Analog Devices, Inc., having a registered office at One
Technology Way,
Norwood, Massachusetts 02062, certifies as follows:
FIRST, Article VI of the Restated Articles of Organization,
as amended, of the corporation is amended by this Amendment.
SECOND, this Amendment was duly adopted and approved on
September 12, 2007 by the board of directors and by the
shareholders in the manner required by law and the Articles of
Organization.
THIRD, the specific text of the amendments effected by this
Amendment is as follows:
Article VI is amended to add the following at the end
thereof:
“The bylaws of the corporation may, but are not required
to, provide that in a meeting of shareholders other than a
contested election meeting (as such term may be defined in such
bylaws), a nominee for director shall be elected to the board of
directors only if the votes cast for such nominee’s
election exceed the votes cast against such nominee’s
election, and in a contested election meeting, directors shall
be elected by a plurality of the votes cast at such contested
election meeting.”
FOURTH, this Amendment does not authorize an exchange or effect
a reclassification or cancellation of issued shares of the
corporation.
FIFTH, this Amendment does not change the number of shares or
par value (if any) of any type, or designate a class or series,
of stock, or change a designation of any class or series of
stock.
The foregoing amendments will become effective at the time and
on the date when these Articles of Amendment are approved by the
Division.
Signed by
(Please check appropriate box)
o Chairman
of the board of directors,
o President,
o Other
officer,
o Court-appointed
fiduciary,
on this
[ ] day
of [ ], 2008.
Majority
Vote Bylaw Amendment
Section 1.8 of the Amended and Restated Bylaws of Analog
Devices, Inc. shall be replaced in its entirety with the
following: (Note: In order to make the amendment to the
following provisions clearer, the text added has been underlined
and made bold, and the text deleted has been marked with a
strikethrough.)
1.8 Action of Meeting. If a quorum of a
voting group exists, favorable action on a matter, other than
the election of a member of the Board of Directors, is taken by
a voting group if the votes cast within the group favoring the
action exceed the votes cast opposing the action, unless a
greater number of affirmative votes is required by law, the
Articles of Organization, these Bylaws or, to the extent
authorized by law, a resolution of the Board of Directors
requiring receipt of a greater affirmative vote of the
shareholders, including more separate voting groups.
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Meeting, when a quorum is present, directors shall be
elected by a plurality of the votes cast at such Contested
Election Meeting. A meeting of shareholders shall be a
“Contested Election Meeting” if there are more persons
nominated for election as directors at such meeting than there
are directors to be elected at such meeting, determined as of
the tenth day preceding the date of the corporation’s first
notice to shareholders of such meeting sent pursuant to
Section 1.4 of these Bylaws (the “Determination
Date”); provided, however, that if in accordance with
Section 1.9(b) of these Bylaws, shareholders are entitled
to nominate persons for election as director for a period of
time that ends after the otherwise applicable Determination
Date, the Determination Date shall instead be as of the end of
such period. No ballot shall be required for any
election unless requested by a shareholder present or
represented at the meeting and entitled to vote in the election.
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