This excerpt taken from the ADI DEF 14A filed Feb 6, 2008.
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 nominees election exceed the votes cast against such nominees 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.
(Please check appropriate box)
o Chairman of the board of directors,
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.
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 corporations 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.