2015 Proxy Statement

2015 Proxy Statement
2015 Proxy
Statement &
Annual Report
October 2, 2015
Dear Maxim Integrated Stockholders:
We are pleased to provide you with the enclosed Proxy Statement for our 2015 Annual Meeting and Annual Report on Form 10-K for our fiscal
year ended June 27, 2015.
In fiscal year 2015, we achieved strong growth in our Automotive business and diversified our customer base. Our employees continued to
develop innovative, differentiated technology, and this is providing a high return on our R&D investment. We reorganized our Company to
enable our business units and sales teams to be more flexible and more responsive to customers, while also lowering our costs. We also
announced plans to transform our manufacturing structure, which will improve gross margins with lower variability, enable us to be more
responsive to changes in customer demand, and reduce our capital spending. Finally, we returned approximately 79% of free cash flow to
stockholders in the form of dividends and share repurchases during fiscal year 2015. We recently increased the quarterly dividend by 7%,
reflecting our confidence in our business model and ability to maintain high profitability throughout economic cycles.
In this Proxy Statement, we are asking for your support for various proposals, including modest share increases in our equity compensation
plans and an amendment to our restated certificate of incorporation to eliminate the ability of stockholders to cumulate their votes in the election of directors. Our proposal to eliminate cumulative voting would enable equal representation for each share of Company stock, bringing us in
line with other publicly traded companies.
Thank you for your continuing support, and we look forward to seeing you at the 2015 Annual Meeting.
Sincerely,
Tunç Doluca
President and Chief Executive Officer
Maxim Integrated
MAXIM INTEGRATED
160 Rio Robles
San Jose, CA 95134
(408) 601-1000
October 2, 2015
Dear Maxim Integrated Stockholders:
We are pleased to invite you to attend Maxim Integrated Products, Inc.’s (“Maxim Integrated,” the “Company,” “we” or “our”) 2015 annual
meeting of stockholders to be held on Thursday, November 12, 2015 at 10:00 a.m. Pacific Time, at our Event Center at 160 Rio Robles, San
Jose, California 95134.
Details regarding admission to the meeting and the business to be conducted are described in this proxy statement, as well as in the Notice of
Internet Availability of Proxy Materials (the “Notice”) to be mailed to you on or about October 2, 2015. We have also made available a copy of
our 2015 Annual Report on Form 10-K with this proxy statement. We encourage you to read our 2015 Annual Report as it includes our audited
financial statements and provides information about our business and products.
We have elected to provide access to our proxy materials for the 2015 annual meeting over the Internet under the “notice and access” rules of
the U.S. Securities and Exchange Commission (“SEC”). We believe that this process expedites stockholders’ receipt of proxy materials, lowers
the costs of our annual meeting, and helps to conserve natural resources. The Notice you will receive in the mail contains instructions on how to
access this proxy statement and 2015 Annual Report and vote online. The Notice also includes instructions on how to request a paper copy of
the annual meeting materials, should you wish to do so.
Of particular importance is our proposal to eliminate the ability of stockholders to cumulate their votes in the election of directors. We believe
that each stockholder’s voting rights should align with their economic interest and thus each share should have one vote with respect to all
matters, including the election of directors.
We are seeking your support of the addition of four million (4,000,000) shares to the 1996 Equity Plan, which represents approximately 1.4% of
the total number of shares currently outstanding, in order to help us continue to attract, motivate, and retain employees needed to achieve our
strategic plan of top-line growth.
We are also seeking an advisory vote on the Company’s compensation programs for the Executive Officers named in the proxy statement. We
welcome your views on these compensation programs.
Your vote is important. Please review the instructions on each of your voting options described in this proxy statement as well as in the Notice.
Also, please let us know if you plan to attend our annual meeting when you vote by telephone or over the Internet by indicating your plans when
prompted or, if you requested to receive printed proxy materials, by marking the appropriate box on the enclosed proxy card.
Thank you for your ongoing support of Maxim Integrated. We look forward to seeing you at our 2015 annual meeting.
Sincerely,
Tunç Doluca
President and Chief Executive Officer
Notice of Annual Meeting of Stockholders
MAXIM INTEGRATED
160 Rio Robles
San Jose, CA 95134
(408) 601-1000
Time and Date
on Thursday,
November 12, 2015
(the “meeting date”),
10:00 a.m., Pacific Time.
Place
Event Center
160 Rio Robles
San Jose, California 95134.
Record Date
You are entitled to vote only if you were
a Maxim Integrated stockholder as of the
close of business on September 18,
2015 (the “record date”).
Items of Business
(1) To elect seven members of the board of directors to hold office until the next annual meeting of stockholders or until their respective
successors have been elected and qualified.
(2) To ratify the appointment of Deloitte & Touche LLP as Maxim Integrated’s independent registered public accounting firm for the fiscal year
ending June 25, 2016.
(3) To ratify and approve an amendment to Maxim Integrated’s 2008 Employee Stock Purchase Plan (the “2008 ESP Plan”) to increase the
number of shares available for issuance thereunder by 2,000,000 shares.
(4) To ratify and approve an amendment to Maxim Integrated’s 1996 Stock Incentive Plan (the “1996 Equity Plan”) to increase the number of
shares available for issuance thereunder by 4,000,000 shares.
(5) To ratify and approve an amendment to Maxim Integrated’s restated certificate of incorporation to eliminate the ability of stockholders to
cumulate their votes in the election of directors.
(6) To hold an advisory vote to approve the compensation of our Named Executive Officers.
(7) To consider such other business as may properly come before the meeting.
Adjournments and Postponements
Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or
at any time and date to which the annual meeting may be properly reconvened after being adjourned or postponed.
Meeting Admission
You are entitled to attend the annual meeting only if you were a Maxim Integrated stockholder as of the close of business on the record date or
hold a valid proxy to vote at the annual meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis.
You should be prepared to present photo identification for admittance. If you are not a stockholder of record but hold shares through a brokerage firm, bank, broker-dealer, trustee or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the record date,
such as your most recent account statement prior to the record date, a copy of the voting instruction card provided by your brokerage firm,
bank, broker-dealer, trustee or nominee, or similar evidence of ownership. If you do not provide photo identification or comply with the other
procedures outlined above, you will not be admitted to the annual meeting. Cameras and other video or audio recording devices will not be
permitted at the meeting.
Please let us know if you plan to attend the meeting by marking the appropriate box on the enclosed proxy card. If you requested to receive
printed proxy materials or if you vote by telephone or over the Internet, please indicate your plans when prompted.
The annual meeting will begin promptly on the meeting date at 10:00 a.m., Pacific Time. Check-in will begin at 9:30 a.m., Pacific Time, and
you should allow ample time for the check-in procedures.
Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read this proxy statement and
submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the
instructions on the Notice of Internet Availability of Proxy Materials you will receive in the mail, the Questions and Answers section in this
proxy statement or, if you requested to receive printed proxy materials, your enclosed proxy card.
By order of the board of directors,
Tunç Doluca
President and Chief Executive Officer
This proxy statement and form of proxy will be filed with the SEC on or about October 1, 2015. The Notice containing instructions on how to
access this proxy statement online or receive a paper or email copy will be mailed to the stockholders on or about October 2, 2015.
2015 NOTICE OF MEETING AND PROXY STATEMENT
Questions and Answers
About the Proxy Materials and the Annual Meeting
MAXIM INTEGRATED
160 Rio Robles
San Jose, California 95134
Proxy Statement for Annual Meeting of Stockholders
NOVEMBER 12, 2015
Q: Why am I receiving these materials?
Q: How do I get electronic access to the proxy materials?
A: Our board of directors is making these materials available to you A: The Notice will provide you with instructions regarding how to:
on the Internet, or, upon your request, by delivering printed
proxy materials to you, in connection with the solicitation of proxies for use at Maxim Integrated’s 2015 annual meeting of stockholders, which will take place on November 12, 2015 at 10 a.m.
Pacific Time, at our Event Center located at 160 Rio Robles, San
Jose, California 95134. As a stockholder holding shares of our
common stock on September 18, 2015 (the “record date”), you
are invited to attend the annual meeting and requested to vote
on the proposals described in this proxy statement.
As of the record date, 284,532,695 shares of Maxim Integrated’s
common stock were issued and outstanding.
Q: What information is contained in this proxy statement?
A: The information in this proxy statement relates to the proposals
to be voted on at the annual meeting, the voting process, the
compensation of our directors and most highly paid executive
officers, and certain other information required to be provided by
the rules and regulations of the U.S. Securities and Exchange
Commission (the “SEC”).
Q: Why did I receive a notice in the mail regarding the Internet
availability of proxy materials instead of a full set of printed proxy
materials?
A: Under the applicable rules of the SEC, we may furnish proxy
materials, including this proxy statement and our 2015 Annual
Report, to our stockholders by providing access to such documents
on the Internet instead of mailing printed copies. Providing access
to proxy materials over the Internet helps us lower the cost of holding our annual meeting and saves natural resources. On or about
October 2, 2015, we are mailing the notice of the Internet Availability of Proxy Materials (the “Notice”) to our stockholders (except
those stockholders who previously requested electronic or paper
delivery of proxy materials), which includes instructions as to how
stockholders may access and review all of the proxy materials on
the Internet. The Notice also instructs you as to how you may
submit your proxy on the Internet. If you would like to receive a
paper or email copy of our proxy materials, you should follow the
instructions for requesting such materials provided in the Notice.
• View our proxy materials for the annual meeting on the Internet
and vote online; and
• If desired, instruct us to send our future proxy materials to you
electronically by email or by mail.
Q: I share an address with another stockholder and we only
received one copy of the Notice and/or other proxy materials.
How may I obtain a separate copy?
A: Under
the procedure approved by the SEC called
“householding,” if you have the same address and last name as
another stockholder and do not participate in electronic delivery
of proxy materials, you may receive only one copy of the Notice,
or, if applicable, one copy of any other proxy materials, unless
you instruct us otherwise. Please note that you will still be able to
access the proxy materials on the Internet and vote your shares
separately. If you received a single copy of the Notice or other
proxy materials as a result of householding and you would like to
have separate copies of such materials mailed to you, please
submit your request either by calling the number provided below
or mailing a written request to the address provided below:
Corporate Secretary
Maxim Integrated
160 Rio Robles
San Jose, CA 95134
(408) 601-1000
We will promptly mail a separate copy of this proxy statement
upon our receipt of such request. Please note that if you want to
receive a paper copy of this proxy statement or other proxy
materials, you should follow the instructions included in the
Notice.
MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Proxy Statement
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2015 NOTICE OF MEETING AND PROXY STATEMENT
Questions and Answers About the Proxy Materials and the Annual Meeting (continued)
Q: What items of business will be voted on at the annual meeting? Q: How does the board of directors recommend that I vote?
A: The items of business scheduled to be voted on at the annual A: Our board of directors recommends that you vote your shares
meeting are the following:
• the election of seven (7) directors;
• the ratification of the appointment of Deloitte & Touche LLP as
Maxim Integrated’s independent registered public accounting
firm for the fiscal year ending June 25, 2016;
• the ratification and approval of an amendment to Maxim
Integrated’s 2008 ESP Plan to increase the number of shares
available for issuance thereunder by 2,000,000 shares;
• the ratification and approval of an amendment to Maxim
Integrated’s 1996 Equity Plan to increase the number of shares
available for issuance thereunder by 4,000,000 shares;
• the ratification and approval of an amendment to Maxim
Integrated’s restated certificate of incorporation to eliminate the
ability of stockholders to cumulate their votes in the election of
directors; and
• an advisory vote to approve the compensation of our Named
Executive Officers.
In addition, we will consider any other items of business that
properly come before the annual meeting.
(1) “FOR” the election of each of the nominees to the board of
directors (Item 1), (2) “FOR” the ratification of the appointment
of Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending June 25, 2016 (Item
2), (3) “FOR” the ratification and approval of an amendment to
Maxim Integrated’s 2008 ESP Plan to increase the number of
shares available for issuance thereunder by 2,000,000 shares
(Item 3), (4) “FOR” the ratification and approval of an amendment to Maxim Integrated’s 1996 Equity Plan to increase the
number of shares available for issuance thereunder by
4,000,000 shares (Item 4), (5) “FOR” the adoption and approval
of an amendment to Maxim Integrated’s restated certificate of
incorporation to eliminate the ability of stockholders to cumulate
their votes in the election of directors (Item 5), and (6) “FOR”
the approval of the compensation of our Named Executive Officers pursuant to the advisory vote thereon (Item 6).
Q: How many votes do I have?
A: For each proposal to be voted on, you have one vote for each
share of Maxim Integrated’s common stock you own as of the
record date.
Q: What is the difference between holding shares as a stockQ: What are the requirements for admission to the meeting?
holder of record and as a beneficial owner?
A: Only stockholders holding shares of Maxim Integrated’s common
stock as of the record date or their proxy holders and Maxim A: Many Maxim Integrated stockholders hold their shares through a
Integrated’s guests may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, firstserved basis. Registration and seating will begin at 9:30 a.m.
(Pacific Time). Cameras and other video or audio recording
devices will not be permitted at the meeting.
If you attend, please note that you may be asked to present valid
picture identification, such as a driver’s license or passport. If
you hold your shares as a beneficial owner through a brokerage
firm, bank, broker-dealer, trustee or nominee, you will need to
ask your brokerage firm, bank, broker-dealer, trustee or nominee
for an admission card in the form of a legal proxy. You will need
to bring the legal proxy with you to the meeting. If you do not
receive the legal proxy in time, bring your most recent brokerage
statement (reflecting your share ownership as of September 18,
2015, the record date) with you to the meeting. We can use that
to verify your ownership of shares of our common stock and
admit you to the meeting. However, as discussed more fully
under the heading “What is the difference between holding
shares as a stockholder of record and as a beneficial owner?”,
beneficial owners will not be able to vote their shares at the
annual meeting without a legal proxy.
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2015 Proxy Statement
broker or other nominees rather than directly in their own name.
As summarized below, there are some distinctions between
shares held of record and those owned beneficially.
Stockholder of Record: If your shares are registered directly in
your name with our transfer agent, Computershare, as of the
record date, you are considered, with respect to those shares,
the stockholder of record, and the Notice was sent directly to
you by Maxim Integrated. As the stockholder of record, you have
the right to grant your voting proxy directly to Maxim Integrated
or to vote in person at the annual meeting. If you requested to
receive printed proxy materials, Maxim Integrated has enclosed
or sent a proxy card for you to use. You may also vote on the
Internet or by telephone, as described in the Notice and below
under the heading “How can I vote my shares without attending
the annual meeting?”, or by completing and mailing the proxy
card if you requested a printed copy of the proxy materials.
Beneficial Owner: If your shares are held in an account at a
brokerage firm, bank, broker-dealer, trust or other similar organization, like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and
the Notice was forwarded to you by that organization. As the
2015 NOTICE OF MEETING AND PROXY STATEMENT
Questions and Answers About the Proxy Materials and the Annual Meeting (continued)
beneficial owner, you have the right to direct your brokerage
firm, bank, broker-dealer or trustee how to vote your shares, and
you are also invited to attend the annual meeting. Since a
beneficial owner is not the stockholder of record, you may not
vote your shares in person at the annual meeting unless you
obtain a legal proxy from the brokerage firm, bank, brokerdealer, trust or other similar organization that holds your shares
giving you the right to vote the shares at the meeting. If you do
not wish to vote in person or you will not be attending the annual
meeting, you may vote by proxy. You may vote by proxy over the
Internet, by telephone or by mail, as described in the Notice and
below under the heading “How can I vote my shares without
attending the annual meeting?”
cuted proxy bearing a date subsequent to your original proxy
prior to the date of the annual meeting, or (2) attending the
annual meeting and voting in person. Attendance at the meeting
will not cause your previously granted proxy to be revoked unless
you specifically so request. For shares you own beneficially
which are held in street name, you may change your vote by
submitting new voting instructions to your brokerage firm, bank,
broker-dealer, trustee or nominee following the instructions they
provided, or, if you have obtained a legal proxy from your
brokerage firm, bank, broker-dealer, trustee or nominee giving
you the right to vote your shares, by attending the annual meeting and voting in person.
voted by you in person at the annual meeting. Shares owned
beneficially and held in street name may be voted by you in
person at the annual meeting only if you obtain a legal proxy
from the brokerage firm, bank, broker-dealer, trustee or nominee
that holds your shares giving you the right to vote the shares.
later revoke the proxy, the proxy will be voted “FOR” the slate of
nominees to the board of directors (the “Board”) described in
this proxy statement, and “FOR” Proposals No. 2, No. 3, No. 4,
No. 5, and No. 6. As to any other matter that may properly come
before the annual meeting, the proxy will be voted according to
the judgment of the proxy holders.
Q: What happens if I deliver a signed proxy without specifying
Q: How can I vote my shares in person at the annual meeting?
how my shares should be voted?
A: Shares held in your name as the stockholder of record may be A: If you sign and deliver your proxy without instructions and do not
Even if you plan to attend the annual meeting, we recommend
that you also submit your proxy or voting instructions as
described below so that your vote will be counted if you later
decide not to attend the meeting.
Q: How can I vote my shares without attending the annual
meeting?
A: Whether you own shares directly as the stockholder of record or
own shares beneficially which are held in street name, you may
direct how your shares are voted without attending the annual
meeting. If you are a stockholder of record, you may vote by
proxy. You may vote by proxy over the Internet or by telephone
by following the instructions provided in the Notice, or, if you
requested to receive printed proxy materials, you may also vote
by mail pursuant to instructions provided on the proxy card. If
you own shares beneficially which are held in street name, you
may also vote by proxy over the Internet or by telephone by following the instructions provided in the Notice, or, if you
requested to receive printed proxy materials, you may also vote
by mail by following the voting instruction card provided to you
by your brokerage firm, bank, broker-dealer, trustee or nominee.
Q: Can I change my vote?
A: You may change your vote at any time prior to the taking of the
vote at the annual meeting. If you are a stockholder of record,
you may change your vote by (1) delivering to Maxim
Integrated’s Corporate Secretary at 160 Rio Robles, San Jose,
California 95134 a written notice of revocation or a duly exe-
Q: How many shares must be present or represented to conduct
business at the annual meeting?
A: The quorum requirement for holding the annual meeting and
transacting business is that holders of a majority of the voting
power of the issued and outstanding common stock of Maxim
Integrated as of the record date must be present in person or
represented by proxy. Both abstentions and broker non-votes
(described below) are counted for the purpose of determining
the presence of a quorum.
Q: What is the voting requirement to approve each of the proposals?
A: In the election of directors, the seven nominees receiving the
highest number of affirmative “FOR” votes at the annual meeting
will be elected (Item 1).
The affirmative “FOR” vote of a majority of the votes cast on the
proposal is required to approve (1) the ratification of the
appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 25,
2016 (Item 2), (2) the ratification and approval of an amendment to Maxim Integrated’s 2008 ESP Plan to increase the
number of shares available for issuance thereunder by
2,000,000 shares (Item 3), (3) the ratification and approval of an
amendment to Maxim Integrated’s 1996 Equity Plan to increase
the number of shares available for issuance thereunder by
4,000,000 shares (Item 4), and (4) the advisory vote to approve
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 3
2015 NOTICE OF MEETING AND PROXY STATEMENT
Questions and Answers About the Proxy Materials and the Annual Meeting (continued)
the compensation of our Named Executive Officers (Item 6). The
adoption and approval of an amendment to Maxim Integrated’s
restated certificate of incorporation to eliminate the ability of
stockholders to cumulate their votes in the election of directors
requires the affirmative vote of a majority of the outstanding
common stock (Item 5). The vote of stockholders on Item 6 is
advisory only and not binding on Maxim Integrated or the board
of directors. However, the board of directors and the Compensation Committee will take the voting results into consideration
when making future decisions regarding executive compensation.
Q: What are my voting choices?
A: In the election of directors, you may vote “FOR” or “WITHHOLD”
with regard to all or some of the nominees. Votes “WITHHOLD”
with respect to the election of directors will be counted for purposes of determining the presence or absence of a quorum at
the annual meeting and will have the effect of a vote against the
nominee. The Board recently adopted majority voting in uncontested director elections, and thus, if a particular nominee does
not receive the affirmative vote of a majority of the votes cast,
then the nominee must submit his or her resignation to the
Board of Directors. For Proposals No. 2, No. 3, No. 4, No. 5,
and No. 6, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If
you elect to “ABSTAIN,” the abstention has the same effect as a
vote “AGAINST.”
proxy holders may exercise discretionary authority to cumulate
votes and to allocate such votes among the seven (7) nominees
recommended by the board of directors.
Pursuant to Proposal No. 5, the Company is seeking your approval to eliminate cumulative voting in future elections of directors.
Q: What happens if additional matters are presented at the
annual meeting?
A: Other than the six (6) specific items of business described in this
proxy statement, we are not aware of any other business to be
acted upon at the annual meeting. If you grant a proxy, the
persons named as proxy holders, Mark Casper and Bruce E.
Kiddoo, or either of them, will have the discretion to vote your
shares on any additional matters properly presented for a vote at
the meeting. If for any reason any of the nominees described in
this proxy statement are not available as a candidate for director,
the persons named as proxy holders will vote your proxy for such
other candidate or candidates as may be nominated by the
board of directors.
Q: Who will serve as inspector of elections?
A: The inspector of elections will be a representative from Broadridge Financial Solutions. Broadridge Financial Solutions will
tabulate the votes in connection with the annual meeting.
Q: Who will bear the cost of soliciting votes for the annual
meeting?
Q: What is the effect of broker non-votes and abstentions?
A: If you own shares beneficially which are held in street name and do A: Maxim Integrated will pay the entire cost of preparing, assemnot provide your broker with voting instructions, your shares may
constitute “broker non-votes.” Generally, broker non-votes occur on
a matter when a broker is not permitted to vote on that matter
without instructions from the beneficial owner and instructions are
not given. In tabulating the voting result for any particular proposal,
shares that constitute broker non-votes are not considered votes
cast on that proposal. Therefore, broker non-votes will not affect the
outcome of matters being voted on at the meeting, assuming that a
quorum is obtained, except that broker non-votes will have the
same effect as a vote against Item 5.
Abstentions are considered votes cast and thus have the same
effect as votes against the matter.
bling, printing, mailing and distributing these proxy materials
and soliciting votes. If you choose to access the proxy materials
and/or vote over the Internet, you are responsible for Internet
access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may
incur. In addition to the mailing of these proxy materials, the
solicitation of proxies or votes may be made in person, by telephone or electronic communication by our directors, officers and
employees, who will not receive any additional compensation for
such solicitation activities. We will, upon request, reimburse
brokerage firms and others for their reasonable expenses in
forwarding solicitation material to the beneficial owners of our
common stock.
Q: Is cumulative voting permitted for the election of directors? Q: Where can I find the voting results of the annual meeting?
A: Yes. You may cumulate your votes for the election of directors in A: We intend to announce preliminary voting results at the annual
this election. You are entitled to as many votes as equals the
number of directors to be elected multiplied by the number of
shares held by you, and you may cast all such votes for a single
director or distribute such votes among as many candidates who
have been properly nominated as you see fit. Please note that the
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MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
meeting and publish final results in our current report on
Form 8-K, filed with the SEC, within four (4) business days of the
annual meeting date.
2015 NOTICE OF MEETING AND PROXY STATEMENT
Questions and Answers About the Proxy Materials and the Annual Meeting (continued)
Q: What is the deadline for submission of stockholder proposals
for consideration at the fiscal year 2016 annual meeting?
A: For proposals other than nomination of director candidates:
Pursuant to SEC Rule 14a-8(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
a stockholder proposal will be considered for inclusion in our
proxy materials for the 2016 annual meeting only if the Corporate Secretary of Maxim Integrated receives the proposal by no
later than June 4, 2016.
Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be
included in our proxy statement.
Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) pursuant to
Maxim Integrated’s proxy materials with respect to such meeting, (2) brought by, or at the direction of, our board of directors,
or (3) brought by a stockholder of Maxim Integrated who is a
stockholder of record entitled to vote at the annual meeting who
has timely delivered written notice to our Corporate Secretary,
which notice must contain the information specified in our
bylaws. To be timely for our fiscal year 2016 annual meeting of
stockholders, our Corporate Secretary must receive the written
notice, prepared in accordance with our bylaws, at our principal
executive offices:
• not later than the close of business on August 18, 2016; and
• not earlier than the close of business on July 19, 2016.
In the event that we hold our fiscal year 2016 annual meeting of
stockholders more than thirty (30) days before or sixty (60) days
after the one-year anniversary date of the fiscal year 2015
annual meeting, then notice of a stockholder proposal that is not
intended to be included in our proxy statement must be received
not later than the close of business on the earlier of the following
two (2) dates:
• the ninetieth (90th) day prior to the fiscal year 2016 annual
meeting; or
• the tenth (10th) day following the day on which public
announcement of the meeting date is made (either in a press
release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document
publicly filed by Maxim Integrated with the SEC).
If a stockholder who has notified us of his or her intention to
present a proposal at an annual meeting takes any action contrary to the representations made in his or her notice to Maxim
Integrated’s Corporate Secretary, or if such representations
contain an untrue statement of a material fact or omit a material
fact, we are not required to present the proposal for a vote at
such meeting.
For nomination of director candidates: Stockholders may propose nominees to be eligible for election as directors at the 2016
annual meeting in accordance with the provisions of our bylaws.
To properly nominate such a candidate, a stockholder must
deliver written notice, prepared in accordance with our bylaws,
to Maxim Integrated’s Corporate Secretary prior to the deadlines
set forth above for stockholder proposals. Prior to submitting a
nomination, stockholders should take care to note all deadlines
under the SEC Rules and Maxim Integrated bylaws described
above.
Nominations should be addressed to:
Corporate Secretary
Maxim Integrated
160 Rio Robles
San Jose, CA 95134
(408) 601-1000
If a stockholder who has notified us of his or her intention to
nominate a director candidate at an annual meeting takes any
action contrary to the representations made in his or her notice
to Maxim Integrated’s Corporate Secretary, or if such representations contain an untrue statement of a material fact or omit a
material fact, we are not required to present the nomination at
such meeting. For further information on requirements for director nominations by stockholders, please see our bylaws and
Corporate Governance Guidelines as well as the section entitled
“Nominations of Director Candidates by Stockholders” in this
proxy statement.
Copy of Bylaw and Corporate Governance Guideline Provisions:
A copy of our bylaws and Corporate Governance Guidelines can
be found in the Corporate Governance section of Maxim
Integrated’s corporate website at http://www.maximintegrated
.com/company/investor/leadership/governance. You may also
contact our Corporate Secretary at the address given above for a
copy of the relevant bylaw and Corporate Governance Guideline
provisions regarding the requirements for making stockholder
proposals and nominating director candidates.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 5
2015 NOTICE OF MEETING AND PROXY STATEMENT
Corporate Governance and
Board of Directors Matters
Board of Directors
The names, ages and qualifications of each of our directors as of October 3, 2015 are as set forth in Proposal No. 1 in this proxy statement.
Except as described therein, each of the nominees has been engaged in his principal occupation during the past five (5) years. There are no
family relationships among any of our directors or executive officers.
Board of Directors Leadership Structure and Committee Composition
Currently, there are seven (7) members of the board of directors, consisting of B. Kipling Hagopian, Tunç Doluca, James R. Bergman, Joseph
R. Bronson, Robert E. Grady, William D. Watkins, and A. R. Frank Wazzan. Mr. Hagopian, an independent director, is the Chairman of the
board of directors. The Company has no fixed policy on whether the roles of Chairman and Chief Executive Officer should be separate or combined. This decision is based on the best interests of the Company and its stockholders under the circumstances existing at the time. The board
currently believes that it is most appropriate to separate the roles of Chairman and Chief Executive Officer in recognition of the qualitative differences between the two roles as set forth below. The chief executive officer is primarily responsible for setting the strategic direction for the
Company and the day to day leadership of the Company, while the Chairman presides over meetings of the full board and ensures that the
board of directors’ time and attention are focused on the matters most critical to the Company.
Our board of directors has the following three (3) standing committees: (1) an Audit Committee, (2) a Compensation Committee (including its
sub-committee, the Equity Grant Sub-Committee), and (3) a Nominating and Governance Committee. Each of the committees operates under a
written charter adopted by the board of directors. All of the committee charters are available in the Corporate Governance section of our website
at http://www.maximintegrated.com/company/investor/leadership/governance. During fiscal year 2015, the board of directors held eleven
(11) meetings and acted by written consent three (3) times. During fiscal year 2015, each director attended at least seventy-five percent
(75%) of all meetings of the board of directors. While not mandatory, we strongly encourage our directors to attend our annual meeting of
stockholders. All of our directors attended the 2014 annual meeting of stockholders.
Independence of the Board of Directors
Our board of directors has determined that, with the exception of Mr. Doluca, Maxim Integrated’s Chief Executive Officer, all of its members
during fiscal year 2015 were, and currently are, “independent directors” as that term is defined in the Marketplace Rules of The NASDAQ Stock
Market (“NASDAQ”), including for the purposes of the Audit Committee composition requirements. Such independence definition includes a
series of objective tests, including that the director not be an employee of Maxim Integrated and not be engaged in certain types of business
transactions or dealings with Maxim Integrated. In addition, as further required by the NASDAQ rules, the board of directors has made a subjective determination that no relationships exist between Maxim Integrated and each director which, in the opinion of the board of directors,
would interfere with the exercise of independent judgment in carrying out his responsibilities as a director. The independent directors meet
regularly in executive session, without members of management present.
The Board’s Role in Risk Oversight
It is management’s responsibility to identify, assess and manage the material risks that the Company faces, and the board oversees management in this effort. Specifically, the board’s role in the Company’s risk oversight process includes receiving periodic reports at regularly scheduled board meetings from members of senior management on areas of material risk to the Company as they arise, including financial,
operational, legal, regulatory, strategic and reputational risks. The full board (or the appropriate Committee in the case of risks that are under
the purview of a particular Committee) receives these reports from a member of senior management to enable it to understand our risk identification, risk management and risk mitigation strategies. Upon receiving such reports, the board provides such guidance as it deems necessary.
In general, the entire board has oversight responsibility for the Company’s strategic risks, such as mergers and acquisitions and divestitures, as
well as reputational risks. The Audit Committee has oversight responsibility for financial and related legal risks (such as accounting, asset
management, tax strategy and internal controls). The board has delegated primary oversight responsibility with respect to operational risks,
such as supply continuity, manufacturing and business continuity, to its Nominating and Governance Committee. Oversight for regulatory and
compliance risks and cyber security are generally shared among board committees. For example, the Nominating and Governance Committee
oversees compliance with the Company’s corporate governance guidelines and governance related laws, the Audit Committee oversees compliance with the Company’s Code of Business Conduct and Ethics and the Compensation Committee oversees compliance with the Company’s
compensation plans and related laws and policies. In addition, the chairs of the Audit Committee and Nominating and Governance Committee
6
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Corporate Governance and Board of Directors Matters (continued)
oversee cyber security risks and the Company’s initiatives for prevention. The Company’s Internal Audit group performs a risk assessment as
part of their annual audit process and their findings regarding this assessment are presented to the Audit Committee and the Nominating and
Governance Committee.
Risk Considerations in our Compensation Policies and Practices
Company management reviewed our compensation policies and programs in effect during fiscal year 2015 for all employees, including officers,
to determine if those policies and programs create or encourage unreasonable or inappropriate risk taking. As part of the risk assessment,
management, including the Chief Executive Officer, Vice President of Human Resources and Vice President, Legal, discussed: (1) the key
components and features of the Company’s policies and programs, (2) a methodology to determine if those policies and programs created a
material adverse risk to the Company and (3) their conclusions. Based on this assessment, management concluded that the Company’s compensation policies and practices for its employees, including all officers, are not reasonably likely to have a material adverse effect on the
Company for the following reasons:
• The Company structures its compensation program to consist of both fixed and variable components. The fixed portion (base salary) of the
compensation program is designed to provide steady income regardless of the Company’s stock price performance so that executives and
employees of the Company will not focus exclusively on stock price performance to the detriment of other important business metrics. The
variable (cash bonus and equity) components of compensation are designed to reward both short and long-term individual and company
performance, which we believe discourages employees from taking actions that focus only on the short-term success of the Company. For
short-term performance, annual cash performance bonuses are generally awarded (1) for employees other than those officers who are subject to the reporting requirements in Section 16(a) of the Exchange Act (“Executive Officers”), based on individual performance compared to
quarterly goals and Company operating income (excluding the effect of special items), and (2) for Executive Officers, based on operating
income (excluding the effect of special items), year-over-year relative stock price performance as compared to a group of key peer group
members, product development effectiveness, and individual performance. For long-term performance, the Company grants various types
of equity-based awards that are designed to promote the sustained success of the Company. The Company attempts to structure equity
awards to ensure that employees have equity awards that adequately vest in future years. Restricted stock units generally vest in quarterly
installments over a period of one (1) to four (4) years and provide some value irrespective of our stock price. Performance shares (referred
to herein as “market share units” or “MSUs”), which the Company began granting to senior members of management in September 2014
on a broad-based basis, are scheduled to vest in one annual installment approximately four (4) years from grant date based upon the relative stock price performance of the Company’s stock price as compared to the SPDR S&P Semiconductor Exchange Traded Fund. The
Company believes that these variable elements of compensation are a sufficient percentage of overall compensation to motivate our
employees and officers to achieve superior short-term and long-term corporate results, while the fixed element is also sufficiently high to
discourage the taking of unnecessary or excessive risks in pursuing such results.
• Officers and non-officer employees are encouraged to focus on corporate profitability, which is the key driver to the size of the total bonus
pool. If the Company’s profit is lower, then payouts under the applicable bonus programs will be smaller.
• The Company has established substantially similar compensation programs, policies, and targets for Executive Officers as a group which are
also more heavily weighted toward performance, as well as other employees as a group. The Company believes this encourages consistent
behavior and focus across the Company.
• The Company has imposed both a floor and a cap on the amount of its annual cash performance bonus pool payable to Executive Officers
at 0.63% and 1.17% of actual operating income (excluding the effect of special items), respectively, which the Company believes mitigates
excessive risk taking. Even if the Company greatly exceeds its operating income growth targets and its stock price greatly outperforms, the
annual cash bonus payable is limited by the pre-determined bonus pool percentage cap, and the floor ensures some level of bonuses if
performance metrics are not achieved (provided operating income, excluding the effect of special items, is not less than fifty percent
(50%) of target operating income for the fiscal year). In the event actual operating income is less than fifty percent (50%) of target operating
income for the fiscal year, no annual cash bonus will be payable to Executive Officers.
• The Company has strict internal controls over the measurement and calculation of operating income (excluding the effect of special items)
and relative stock price performance (year-over-year measured from April 1-June 30), designed to keep these items from being susceptible
to manipulation by any employee, including our officers. As part of our internal controls, our finance department oversees and reviews the
calculations used by management to determine the total size of the annual bonus pool payable to Executive Officers. In addition, all of our
employees are required to be familiar with, and our executives are required to periodically certify that they have read and are bound by, our
Code of Business Conduct and Ethics, which covers, among other items, accuracy and integrity of books and records.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 7
2015 NOTICE OF MEETING AND PROXY STATEMENT
Corporate Governance and Board of Directors Matters (continued)
• The Company prohibits all of its Executive Officers and members of the board of directors from engaging in hedging transactions involving
the Company’s securities to insulate themselves from the effects of poor stock price performance.
• The Company prohibits its Chief Executive Officer and members of the board of directors from pledging their Company securities as
collateral for a loan or holding those securities in a margin account, except for twenty-five percent (25%) of the number of shares that is in
excess of the minimum stock ownership guideline required for members of the board of directors and the Chief Executive Officer,
respectively. In addition, the Company prohibits all other Executive Officers from pledging their Company securities as collateral for a loan or
holding those securities in a margin account, except for fifty percent (50%) of the total number of shares of common stock owned by them.
Audit Committee and Audit Committee Financial Expert
The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, is currently comprised of
Messrs. Bergman, Bronson and Watkins, each of whom is independent within the meaning of the NASDAQ director independence standards,
as currently in effect. Since October 2008, Mr. Bronson has been the Chairman of the Audit Committee. The board of directors has determined
that Mr. Bronson is an “audit committee financial expert” as defined under the rules of the SEC. The Audit Committee has a written charter that
was amended and restated effective August 8, 2013. The Audit Committee held eight (8) meetings during fiscal year 2015 and did not act by
written consent during fiscal year 2015. Each member of the Audit Committee attended at least seventy-five percent (75%) of the Audit
Committee meetings held during fiscal year 2015.
The Audit Committee performs, among other tasks, the following primary functions:
•
•
•
•
oversees the accounting, financial reporting, and audit processes of Maxim Integrated’s financial statements,
appoints Maxim Integrated’s independent registered public accounting firm,
is primarily responsible for approving the services performed by Maxim Integrated’s independent auditors, and
reviews and evaluates Maxim Integrated’s accounting principles and its system of internal controls.
Compensation Committee and Equity Grant Sub-Committee
The Compensation Committee is currently comprised of Messrs. Bergman, Grady and Wazzan, each of whom is independent within the meaning of the NASDAQ director independence standards, as currently in effect. Since March 2007, Mr. Wazzan has been the Chairman of the
Compensation Committee. The Compensation Committee has a written charter that was amended and restated effective May 9, 2013.
The Compensation Committee performs, among other tasks, the following primary functions:
• annually reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer and annually
reviews and evaluates Maxim Integrated’s Chief Executive Officer against such approved goals and objectives,
• in consultation with the Chief Executive Officer, reviews and approves the compensation of our Executive Officers,
• administers the 1996 Equity Plan and 2008 ESP Plan,
• makes recommendations to the board of directors with respect to compensation of our directors and committee members,
• oversees the preparation of the Compensation Discussion and Analysis and issues the Compensation Committee Report in accordance with
the regulations of the SEC to be included in Maxim Integrated’s proxy statement or annual report on Form 10-K,
• annually conducts an independence assessment of all compensation consultants and other advisers to it, and
• performs such functions regarding compensation as the board of directors may delegate.
With respect to its review of the compensation of the Chief Executive Officer and of other Executive Officers, and to its oversight of the 1996
Equity Plan and 2008 ESP Plan, the Committee retains an independent consultant, Compensia, Inc. (“Compensia”), to review both the
effectiveness of such programs in retaining employees and their comparability to plans offered by other companies in the semiconductor
industry and the technology industry broadly.
Pursuant to its charter, on June 30, 2007, the Compensation Committee established a two-person sub-committee that is comprised of two
(2) directors on the Compensation Committee, which sub-committee is referred to as the Equity Grant Sub-Committee. The Equity Grant SubCommittee’s purpose is to make equity awards under Maxim Integrated’s Equity Award Grant Policy. The Equity Grant Sub-Committee meets
the first Tuesday of each month to consider and approve equity awards to employees; while this sub-committee is comprised of two (2) rotating
members, it is common for all three (3) members of the Compensation Committee to attend these meetings. The Compensation Committee,
including the two-person Equity Grant Sub-Committee, held seventeen (17) meetings, and the Compensation Committee did not act by written
consent during fiscal year 2015. Each member of the Compensation Committee (or sub-committee, as the case may be) attended all of these
meetings.
8
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Corporate Governance and Board of Directors Matters (continued)
Nominating and Governance Committee
The Nominating and Governance Committee (the “Governance Committee”) is currently comprised of Messrs. Grady and Hagopian, each of
whom is independent within the meaning of the NASDAQ director independence standards, as currently in effect. Since October 2008,
Mr. Grady has been the Chairman of the Governance Committee.
The Governance Committee performs, among other tasks, the following primary functions:
•
•
•
•
assists the board of directors by identifying and recommending prospective director candidates,
develops and recommends to the board of directors the governance principles applicable to Maxim Integrated,
oversees the evaluation of the board of directors and the board of directors’ evaluation of management,
oversees the process by which the board of directors, together with management, engages and communicates with stockholders in regard to
governance matters, and
• reviews the Company’s succession planning process.
The Governance Committee is responsible for regularly assessing the appropriate size of the board of directors and whether any vacancies on
the board of directors are expected, due to retirement or otherwise. In the event of any anticipated vacancy, the Governance Committee has the
policy of considering all bona fide candidates from all relevant sources, including the contacts of current directors, professional search firms,
stockholders, and other persons. The Governance Committee held two (2) formal meetings during fiscal year 2015 and each member of the
Governance Committee attended both of such meetings. The Governance Committee also held many “ad hoc” meetings throughout the year to
discuss governance matters, and the Governance Committee Chair generally provides an update to the full board of directors on governance
related matters during each regular board meeting.
Criteria and Diversity
In evaluating potential candidates for the board of directors, the Governance Committee will apply the criteria set forth in the Company’s Corporate Governance Guidelines. These criteria include the candidate’s experience in the technology industry, the general business or other experience of the candidate, diversity of experience, the needs of Maxim Integrated for an additional or replacement director, the personality and
character of the candidate, diversity, and the candidate’s interest in the business of Maxim Integrated, other commitments, as well as numerous
other subjective criteria. The Governance Committee does not assign any particular weighting or priority to these factors. While the board has
not established specific minimum qualifications for director candidates, the board of directors believes that such candidates must contribute to
the goal of maintaining a board that is (1) independent, (2) of high integrity, (3) composed of directors with qualifications that increase the
effectiveness of the board of directors and (4) compliant with the requirements of applicable rules of NASDAQ and the SEC. In addition, we do
not have a formal written policy regarding the consideration of diversity in identifying candidates; however, as discussed above, diversity is one
of the numerous criteria the Governance Committee reviews before recommending a candidate.
Nominations of Director Candidates by Stockholders
Maxim Integrated stockholders may nominate a director candidate (1) at any annual meeting of stockholders in accordance with our bylaws,
the procedure for which is more fully set forth in the Questions and Answers section of this proxy statement under the heading “What is the
deadline for submission of stockholder proposals for consideration at the 2016 annual meeting?”, (2) at any special meeting of stockholders in
accordance with our bylaws, and (3) by submitting their recommendations to the Governance Committee in accordance with our Corporate
Governance Guidelines.
Maxim Integrated’s Corporate Governance Guidelines, together with Maxim Integrated’s restated certificate of incorporation and bylaws and
charters of committees of the board of directors, form the framework for the corporate governance of Maxim Integrated. Maxim Integrated’s
Corporate Governance Guidelines are available in the Corporate Governance section of Maxim Integrated’s website at
http://www.maximintegrated.com/company/investor/leadership/governance. Pursuant to our Corporate Governance Guidelines, our board of
directors will consider all bona fide director candidates nominated by stockholders of Maxim Integrated.
More specifically, the board of directors has established the following procedures by which stockholders may submit nominations of director
candidates for consideration by the Governance Committee and the board of directors:
• To nominate a director candidate for consideration by the Governance Committee, a stockholder must have held at least 100,000 shares of
Maxim Integrated stock for at least twelve (12) consecutive months leading up to the date of the recommendation and must notify the
Governance Committee by writing to the General Counsel of Maxim Integrated.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 9
2015 NOTICE OF MEETING AND PROXY STATEMENT
Corporate Governance and Board of Directors Matters (continued)
• The nominating stockholder’s notice shall set forth the following information:
(1) To the extent reasonably available, information relating to such director nominee as would be required to be disclosed in a proxy statement pursuant to Regulation 14A under the Exchange Act in which such individual is a candidate for election to the board of directors;
(2) The director nominee’s written consent to (a) if selected by the Governance Committee as a director candidate, be named in Maxim
Integrated’s proxy statement and (b) if elected, serve on the board of directors; and
(3) Any other information that such stockholder believes is relevant in considering the director nominee. Stockholder recommendations to
the Governance Committee or the board of directors should be sent to:
Corporate Secretary
General Counsel
Maxim Integrated
160 Rio Robles
San Jose, CA 95134
(408) 601-1000
For purposes of nominating a director candidate to be considered at an annual meeting, it is unnecessary to send recommendations to the
board of directors or the Governance Committee. Instead, a stockholder wishing to nominate a director candidate at an annual meeting must
follow the procedures set forth in our bylaws, including providing written notice prepared in accordance with our bylaws to Maxim Integrated’s
General Counsel and Corporate Secretary. For more detailed information on nomination requirements at an annual meeting, please see the
Questions and Answers section of this proxy statement under the heading “What is the deadline for submission of stockholder proposals for
consideration at the 2016 annual meeting?”
Equity Grant Date Policy
The board of directors has adopted a specific procedure in the granting of equity awards to our officers, directors and employees, as set forth in
the Company’s Equity Award Grant Policy effective June 4, 2007 (the “Equity Policy”). The Equity Policy can be located on the Company’s
Website at http://www.maximintegrated.com/company/investor/leadership/governance. Under the Equity Policy, equity awards may only be
granted by our board of directors or the Compensation Committee of the board of directors, as well as a two-person subcommittee of the Compensation Committee (the Equity Grant Sub-Committee), at a duly noticed meeting. Equity awards may not be granted by unanimous written
consent in lieu of a meeting. In addition, the Company invites its Vice President of Human Resources, a senior member from the stock administration team, and the Company’s independent registered public accounting firm (the “Auditors”) to each meeting of the Compensation Committee (or Equity Grant Sub-Committee), at which equity awards are granted. In fiscal year 2015, our Corporate Secretary, our Vice President of
Human Resources, a senior member from the stock administration team and the Auditors, in the capacity as independent observers, generally
attended the meetings of the Compensation Committee (or Equity Grant Sub-Committee) at which equity awards were granted. The grant date
for an equity award is the date on which any of the above-listed granting bodies meets and approves the equity award.
We follow the following specific procedures with respect to the grant of equity awards that are contained in the Equity Policy:
• New Hire Grants; Special Recognition/Promotional Equity Grants: Equity awards to newly hired non-officer employees or awards for special recognition to existing non-officer employees are made on the first Tuesday of the month (or the succeeding month) after the date on which the
individual commences employment with us or following the special recognition event. Equity awards to newly hired officers or awards for special
recognition to officers are made on the first Tuesday of the month (or a succeeding month) after the date on which the individual commences
employment with us or following the special recognition event that is during an open trading window under our Insider Trading Policy.
• Annual Equity Grants: Annual equity grants to employees and officers are made during an open trading window under our Insider Trading
Policy, which are typically granted in September of each year.
• Equity Awards to Directors: Equity awards are made to incumbent non-employee directors upon their re-election to the board of directors at
the annual meeting of stockholders. Equity awards to newly appointed non-employee directors are made on the first Tuesday of the month
(or a succeeding month) after the date on which the individual is appointed to the board of directors that is during an open trading window
under our Insider Trading Policy.
Compensation Committee Interlocks and Insider Participation
No member of Maxim Integrated’s Compensation Committee is, or ever has been, an executive officer or employee of Maxim Integrated or any
of its subsidiaries. No interlocking relationship exists, or during fiscal year 2015 existed, between Maxim Integrated’s board of directors or
Compensation Committee and the board of directors or compensation committee of any other company.
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Corporate Governance and Board of Directors Matters (continued)
Outside Advisors
Our board of directors and each of its committees may retain outside advisors and consultants of their choosing at Maxim Integrated’s expense.
Committees of the board of directors may retain outside advisors and consultants of their choosing without the consent of the board of directors.
Board Effectiveness
Our board of directors performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations. For fiscal year 2015, this
assessment was held in August 2015.
Communication between Stockholders and Directors
Maxim Integrated’s Corporate Governance Guidelines provide that any communication from a stockholder to the board of directors generally or
to a particular director should be in writing and should be delivered to the Company’s General Counsel at the principal executive offices of the
Company. Each such communication should set forth (1) the name and address of such stockholder as they appear on the Company’s books,
and if the stock is held by a nominee, the name and address of the beneficial owner of the stock, and (2) the class and number of shares of the
Company’s stock that are owned of record by such record holder and beneficially by such beneficial owner, together with the length of time the
shares have been so owned. The Company’s General Counsel will, in consultation with appropriate directors as necessary, generally screen out
communications from stockholders to identify communications that are solicitations for products and services, matters of a personal nature not
relevant for stockholders or matters that are of a type that render them improper or irrelevant to the functioning of the board of directors or the
Company. Steps are taken to ensure that the views of stockholders are heard by the board of directors or individual directors, as applicable, and
that appropriate responses are provided to stockholders on a timely basis. Stockholders may send communications to: General Counsel, Maxim
Integrated, 160 Rio Robles, San Jose, California 95134.
The Governance Committee, in accordance with its Charter, oversees the process by which the board of directors, together with management,
engages and communicates with stockholders in regard to governance matters.
Common Stock
Maxim Integrated common stock is currently traded on the NASDAQ Global Select Market under the symbol “MXIM.”
Headquarters Information
Our headquarters are located at 160 Rio Robles, San Jose, California 95134 and the telephone number at that location is (408) 601-1000.
Code of Business Conduct and Ethics
We have a Code of Business Conduct and Ethics (the “Code of Ethics”), which applies to all directors and employees, including but not limited
to our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is designed to promote:
(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest arising from personal and professional
relationships, (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we are required to file with the SEC
and in other public communications, (3) compliance with applicable governmental laws, rules and regulations, (4) the prompt internal reporting
of violations of the Code of Ethics to an appropriate person or entity, and (5) accountability for adherence to the Code of Ethics. A copy of the
Code of Ethics is available on our website at http://www.maximintegrated.com/company/investor/leadership/policy. A hard copy of the Code of
Ethics will be sent free of charge upon request. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver from,
a provision of the Code of Business Conduct and Ethics by posting such information on our website.
Hedging Prohibition and Restrictions on Pledging Company Securities
The Company has a policy that prohibits all of its Executive Officers and members of the board of directors from engaging in hedging transactions involving the Company’s securities. In addition, the Company has a policy that prohibits its Chief Executive Officer and members of the
board of directors from pledging their Company securities as a collateral for a loan or holding those securities in a margin account, except for
twenty-five percent (25%) of the number of shares that is in excess of the minimum stock ownership guideline required for the Chief Executive
Officer and members of the board of directors, respectively. In addition, the Company prohibits all other Executive Officers from pledging their
Company securities as collateral for a loan or holding those securities in a margin account, except for fifty percent (50%) of the total number of
shares of common stock owned by them.
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2015 Proxy Statement 11
2015 NOTICE OF MEETING AND PROXY STATEMENT
Corporate Governance and Board of Directors Matters (continued)
Executive Compensation Recoupment Policy
The Company has a policy that provides that in the event of a material restatement of its financial results due to misconduct, the Compensation
Committee shall review the facts and circumstances and take actions it considers appropriate with respect to the compensation of any executive
officer whose fraud or willful misconduct contributed to the need for such restatement. Such actions may include, without limitation, seeking
reimbursement of any bonus paid to such executive officer exceeding the amount that, in the judgment of the Compensation Committee, would
have been paid had the financial results been properly reported.
Majority Voting in Uncontested Director Elections
The Company’s Bylaws provide that in uncontested elections of directors, if a nominee does not receive the approval from at least a majority of
the votes cast, then such nominee is required to submit his or her resignation to the Board of Directors.
The Ability of Stockholders to Call a Special Meeting
The Company’s Bylaws provide that stockholders owning no less than thirty-five percent (35%) of the total number of common shares outstanding have the ability to call a special meeting of stockholders.
Director Compensation
The following table shows certain information regarding non-employee director compensation for the fiscal year ended June 27, 2015 (except
as otherwise noted):
Director Compensation for Fiscal Year 2015
Fees earned or paid in
cash ($)
Restricted Stock Unit
Awards ($) (1)
Total ($)
James R. Bergman
74,800
184,001
258,801
Joseph R. Bronson
87,300
184,001
271,301
Robert E. Grady
74,800
184,001
258,801
B. Kipling Hagopian
112,300
184,001
296,301
William D. Watkins
67,300
184,001
251,301
A.R. Frank Wazzan
72,300
184,001
256,301
Name
(1) Represents the aggregate grant date fair value of grants of restricted stock units made during fiscal year 2015, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718.
Each of Messrs. Bergman, Bronson, Grady, Hagopian, Watkins, and Wazzan was awarded 6,400 restricted stock units on November 12, 2014 in connection with their service on the board of directors, and the
aggregate grant date fair value of each of these awards was $184,001. In each case, the aggregate grant date fair value disregards an estimate of forfeitures. The assumptions used in the valuation of these
awards are set forth in Note 6, “Stock-Based Compensation” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 27, 2015.
The type and aggregate number of outstanding equity awards held by each of the directors as of June 27, 2015 were as follows:
Name
Stock Options (#)
Unvested Restricted Stock Units (#)
Mr. Bergman
83,798
3,200
Mr. Bronson
30,900
3,200
Mr. Grady
117,298
3,200
Mr. Hagopian
104,548
3,200
Mr. Watkins
50,136
3,200
Mr. Wazzan
61,724
3,200
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2015 NOTICE OF MEETING AND PROXY STATEMENT
Corporate Governance and Board of Directors Matters (continued)
Cash Compensation
The cash compensation structure for non-employee directors in 2015 was as follows:
Retainer ($)
Audit Committee
Retainer ($)
Compensation
Committee
Retainer ($)
James R. Bergman
57,300
10,000
7,500
Joseph R. Bronson
57,300
30,000(2)
Robert E. Grady
57,300
Director
B. Kipling Hagopian
117,300(1)
William D. Watkins
57,300
A.R. Frank Wazzan
57,300
Nominating and
Corporate
Governance
Committee
Retainer ($)
Total
Retainer ($)
(3)
74,800
87,300
7,500
10,000(2)
74,800
5,000
122,300
10,000
67,300
15,000(2)
72,300
(1) Receives a higher retainer as a result of serving as Chairman of the Board.
(2) Receives a higher retainer as a result of serving as Committee Chairman.
(3) All retainer fees are paid quarterly in arrears and Maxim Integrated reimburses each director for reasonable expenses incurred in attending meetings of the board of directors or its committees.
The compensation for services as directors is reviewed on an annual basis by the Compensation Committee and the Board of Directors.
Equity Compensation
Non-employee directors participate in the 1996 Equity Plan. Effective November 12, 2014, the board of directors, based upon the recommendation of the Compensation Committee, determined that each non-employee director should be awarded and vest in 6,400 restricted stock
units per calendar year. Restricted stock units are awarded on an annual basis. Restricted stock units vest in quarterly installments over a oneyear period. Equity awards to non-employee directors are generally made at the meeting of the board of directors immediately following their reelection to the board of directors.
***
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 13
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 1
Election of Directors
The Nominating and Governance Committee (the “Governance Committee”) recommended, and the board of directors nominated, B. Kipling
Hagopian, Tunç Doluca, James R. Bergman, Joseph R. Bronson, Robert E. Grady, William D. Watkins, and A. R. Frank Wazzan as nominees
for election as members of our board of directors at the 2015 annual meeting. Except as set forth below, unless otherwise instructed, the persons appointed as proxy holders in the accompanying form of proxy will vote the proxies received by them for such nominees, all of whom are
presently directors of Maxim Integrated. All of these nominees were elected directors by a vote of the stockholders at the last annual meeting of
stockholders which was held on November 12, 2014.
In the event that any nominee becomes unavailable or unwilling to serve as a member of our board of directors, the proxy holders will vote in
their discretion for a substitute nominee. The term of office of each person elected as a director will continue until the next annual meeting or
until a successor has been elected and qualified, or until the director’s earlier death, resignation, or removal.
In this election, each stockholder voting in person or by proxy in the election of directors is entitled to cumulate such stockholder’s votes. Each
stockholder who elects to cumulate votes shall be entitled to as many votes as equals the number of directors to be elected multiplied by the
number of shares held by such stockholder, and the stockholder may cast all such votes for a single director or distribute such votes among as
many candidates who have been properly placed in nomination as the stockholder may see fit. The proxy holders may exercise discretionary
authority to cumulate votes and to allocate such votes among the seven (7) nominees recommended by the board of directors.
The following paragraphs provide information as of October 3, 2015 about each nominee. Such information includes the age, position, principal
occupation, and business experience for at least the past five (5) years, and the names of other publicly held companies of which the nominee
currently serves as a director or has served as a director during the past five (5) years. In addition, we are providing a description of each nominee’s specific experience, qualifications, attributes, and skills that led the board to conclude that such nominee should serve as a director.
There are no family relationships among any directors or Executive Officers of Maxim Integrated.
Name
Age
Director Since
B. Kipling Hagopian
73
1997
Tunç Doluca
57
2007
James R. Bergman
73
1988
Joseph R. Bronson
67
2007
Robert E. Grady
57
2008
William D. Watkins
62
2008
A. R. Frank Wazzan
79
1990
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 1 (continued)
Mr. Hagopian has served as a director of Maxim Integrated since 1997 and as the Chairman of the
board of directors since January 2007. Mr. Hagopian is a founder of Brentwood Associates, a venture
capital investment company, and was a General Partner of Brentwood until 1996. He has been a Special Limited Partner of each of the five (5) Brentwood venture funds established since 1989 and is a
Special Advisory Partner to Redpoint Ventures I, which is a successor to Brentwood’s information technology funds. Mr. Hagopian is currently a Managing Member of Apple Oaks Partners LLC, a family
office private investment company. Mr. Hagopian serves as Chairman of Maxim Integrated’s board of
directors and as a member of Maxim’s governance committee.
In nominating Mr. Hagopian to serve on the board, the Governance Committee considered as important
factors, among other items, Mr. Hagopian’s extensive experience in the private equity industry, his
leadership skills, his expertise with financial statements and disclosures, and his long-standing years of
service on Maxim Integrated’s board of directors, as well as being an early investor in Maxim Integrated.
B. Kipling Hagopian
Independent
Director Since: 1997
Age: 73
Mr. Doluca has served as a director of Maxim Integrated, as well as the President and Chief Executive
Officer, since January 2007. He joined Maxim Integrated in October 1984 and served as Vice President
between 1994 and 2005. He was promoted to Senior Vice President in 2004 and Group President in
May 2005. Prior to 1994, he served in a number of integrated circuit development positions.
In nominating Mr. Doluca to serve on the board, the Governance Committee considered as important
factors, among other items, Mr. Doluca’s experience in the semiconductor industry and thirty (30) years
of service at Maxim Integrated, including twenty (20) years as an officer of the Company, including his
current position as the Chief Executive Officer, his technical expertise, and his executive leadership and
management skills.
Tunç Doluca
Director Since: 2007
Age: 57
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2015 Proxy Statement 15
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 1 (continued)
Mr. Bergman has served as a director of Maxim Integrated since 1988. Mr. Bergman was a founder and
has been General Partner of DSV Associates since 1974 and a founder and General Partner of its successors, DSV Partners III and DSV Partners IV. These firms provide venture capital and management
assistance to emerging companies, primarily in high technology. Since July 1997, he has also served as
a Special Limited Partner of Cardinal Health Partners and Cardinal Partners II, which are private venture
capital funds.
In nominating Mr. Bergman to serve on the board, the Governance Committee considered as important
factors, among other items, Mr. Bergman’s experience as a venture capitalist in technology companies,
his experience and familiarity with financial statements, and his deep and fundamental understanding
of Maxim Integrated’s culture, employees and products as a result of service on the board for over
twenty-five (25) years.
James R. Bergman
Independent
Director Since: 1988
Age: 73
Joseph R. Bronson
Independent
Director Since: 2007
Age: 67
16
Mr. Bronson has served as a director of Maxim Integrated since November 2007. Since June 2014, he
has been Managing Director, Strategic Advisor for Cowen & Co., a New York City based investment
banking. From May 2011 to March 2014 he served as an Advisory Director at GCA Savvian, LLC, a
financial advisory services firm. Mr. Bronson is Principal of The Bronson Group, LLC, which provides
financial and operational consulting services. Mr. Bronson served as the Chief Executive Officer of Silicon Valley Technology Corporation, a private company that provides technical services to the semiconductor and solar industries from 2009 to March 2010. Mr. Bronson served as President and Chief
Operating Officer of Sanmina-SCI, a worldwide contract manufacturer, between August 2007 and
October 2008, and he also served on Sanmina-SCI’s board of directors between August 2007 and
January 2009. Before joining Sanmina-SCI, Mr. Bronson served as President and Co-Chief Executive
Officer of FormFactor, Inc., a manufacturer of advanced semiconductor wafer probe cards, between
2004 and 2007. Prior to 2004, Mr. Bronson spent twenty-one (21) years at Applied Materials in senior
level operations management, concluding with the positions of Executive Vice President and Chief
Financial Officer. In addition to Maxim Integrated, Mr. Bronson currently serves on the boards of directors of Jacobs Engineering Group Inc., SDC Materials, Ryan Herco Flow Solutions, and PDF Solutions,
Inc.
In nominating Mr. Bronson to serve on the board, the Governance Committee considered as important
factors, among other items, Mr. Bronson’s expertise and familiarity with financial statements, financial
disclosures, auditing and internal controls, his senior management level experience at large publicly
traded companies and understanding of board best practices.
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 1 (continued)
Robert E. Grady
Independent
Director Since: 2008
Age: 57
Mr. Grady has served as a director of Maxim Integrated since August 2008. Since March 2015,
Mr. Grady has been a Partner at Gryphon Investors, a middle market-focused private equity investment
firm. From 2010 to 2014, Mr. Grady was a Managing Director at Cheyenne Capital Fund, a private
equity investment firm, and served as the volunteer Chairman of the New Jersey State Investment
Council (which oversees the state’s $79 billion pension fund). From 2000 to 2009, Mr. Grady was a
Managing Director at The Carlyle Group, a global private equity firm, where he served as a member of
the firm’s Management Committee as Chairman and Fund Head of Carlyle’s U.S. venture and growth
capital group, Carlyle Venture Partners (CVP); on the investment committees of CVP, Carlyle Asia
Growth Partners, and Carlyle Europe Technology Partners; and as a director of multiple Carlyle portfolio
companies. Between 1993 and 2000, he was a Partner and Member of the Management Committee at
Robertson Stephens & Company, an emerging growth-focused investment banking firm. Previously,
Mr. Grady served in the White House as Deputy Assistant to the President of the United States of America, as Executive Associate Director of the Office of Management and Budget (“OMB”), and as Associate Director of OMB for Natural Resources, Energy and Science. Mr. Grady is a former director of the
National Venture Capital Association, and he served as Chairman of the National Venture Capital
Association in 2006 and 2007. From 1993 to 2004, Mr. Grady served on the faculty of the Stanford
Graduate School of Business as a Lecturer in Public Management. In addition to Maxim Integrated,
Mr. Grady currently serves on the board of directors of Stifel Financial Corp., a financial services firm
focused on investment banking and asset management, and of the Jackson Hole Mountain
Resort. From July 2004 to June 2010, Mr. Grady also served on the board of directors of AuthenTec,
Inc., a maker of fingerprint identification semiconductors, and from September 2009 to July 2010,
Mr. Grady served on the board of directors of Thomas Weisel Partners Group, Inc., which was acquired
by Stifel Financial Corp. Mr. Grady has also been a director of multiple privately held companies and
non-profit organizations over the past 25 years. Currently, Mr. Grady is a Trustee of the St. John’s
Hospital Foundation, a member of the Steering Committee of the Wyoming Business Alliance, a member of the Investment Committee of the Community Foundation of Jackson Hole, and a member of the
Council on Foreign Relations. Mr. Grady holds an A.B. degree from Harvard College and a M.B.A.
degree from the Stanford Graduate School of Business.
In nominating Mr. Grady to serve on the board, the Governance Committee considered as important
factors, among other items, Mr. Grady’s extensive experience in the financial services industry, including his leadership roles at several large financial services firms, his expertise with strategic business
combinations and corporate strategy development, and his corporate governance experience as the
chairman of a large public pension fund, and his experience as a director.
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2015 Proxy Statement 17
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 1 (continued)
Mr. Watkins has served as a director of Maxim Integrated since August 2008. Since September 2013,
Mr. Watkins has been the Chief Executive Officer of Imergy Power Solutions, a leader in stationary
energy storage using innovative flow battery technology, and in December 2013, Mr. Watkins became
the Chairman of the Board at Imergy. From February 2010 to April 2013, Mr. Watkins was the Chief
Executive Officer and a member of the board of directors of Bridgelux, Inc., a leading light emitting
diode (LED) developer. Mr. Watkins was Seagate Technology’s Chief Executive Officer between July
2004 and January 2009 and was a member of its board of directors between 2000 and January 2009.
Previously, Mr. Watkins was Seagate’s President and Chief Operating Officer, a position he had held
since 2000, and in this capacity was responsible for the company’s global hard disc drive operations.
Mr. Watkins joined Seagate in 1996 as part of the company’s merger with Conner Peripherals. In addition to Maxim Integrated, Mr. Watkins currently serves on the board of directors of Flextronics International Ltd. Mr. Watkins is co-owner of the Vancouver Stealth, a member of the National Lacrosse
League, the professional box lacrosse league of North America.
William D. Watkins
Independent
Director Since: 2008
Age: 62
A. R. Frank Wazzan
Independent
Director Since: 1990
Age: 80
In nominating Mr. Watkins to serve on the board, the Governance Committee considered as important
factors, among other items, Mr. Watkins’ operational and management experience, his experience as
Chief Executive Officer, President and Chief Operating Officer of Seagate, his understanding of the electronics and semiconductor industries, as well as his expertise and familiarity with financial statements.
Dr. Wazzan has served as a director of Maxim Integrated since 1990. Dr. Wazzan is Distinguished Professor and Dean Emeritus of the School of Engineering and Applied Science, University of California, Los
Angeles. Dr. Wazzan has served as consultant (classified work) to Douglas Aircraft, Hughes Electrodynamics, North American Rockwell, the U.S. Atomic Energy Commission, Westinghouse Oceanics Division, Honeywell, Electricite de France (EDF), the French Atomic Energy Commission, and the Rand
Corporation. Over that period, the U.S. Department of Defense granted Dr. Wazzan secret, top secret, and
critical nuclear weapon design and information clearances to work on the design of underwater weapon
systems, the effect of nuclear radiation on the performance of electronic materials and communication
satellites, and methods of hardening boosters and satellites to laser and microwave weapons. Dr. Wazzan
is a member of the American Institute of Aeronautics and Astronautics, a Guggenheim Fellow, and a Fellow of the American Nuclear Society. He is recipient of the Gold Medal Award at the First International
Meeting on Nuclear Power Plants in Commercial Operations. Dr. Wazzan served as a member of the U.S.
White Team (Major General John C. Toomay, Chair) to develop the U.S. space-based laser-weapons program. He was one of thirteen national delegates representing the U.S. at the First CSNI specialists meeting
on the behavior of PWR fuel elements under accident conditions (sponsored by OECD, European Nuclear
Energy Agency and the International Atomic Energy Agency). Dr. Wazzan served as scientific secretary at
the First European Nuclear Conference in Paris, France. He was also a Founding Member of the University of California Industry-University Cooperative Research Program (UC- IUCRP).
In nominating Dr. Wazzan to serve on the board, the Governance Committee considered as important
factors, among other items, Dr. Wazzan’s relevant academic experience, including his experience as
Distinguished Professor and Dean Emeritus of a major university’s engineering school, his long-standing
service on Maxim Integrated’s board and his expertise and familiarity with executive compensation
matters.
Required Vote
The seven (7) nominees receiving the highest number of affirmative “FOR” votes shall be elected as directors. Unless marked to the contrary,
proxies received will be voted “FOR” these nominees.
Recommendation
Our board of directors recommends a vote “FOR” the election to the board of directors of each of the foregoing nominees.
***
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the board of directors has appointed Deloitte & Touche LLP as the independent registered public accounting firm to
audit our consolidated financial statements for the fiscal year ending June 25, 2016. During fiscal year 2015, Deloitte & Touche LLP served as
our independent registered public accounting firm and also provided certain tax and audit-related services. See the information provided in this
proxy statement under the heading “Independent Public Accountants.” Notwithstanding its selection, the Audit Committee, in its discretion,
may appoint another independent registered public accounting firm at any time during fiscal year 2016 if the Audit Committee believes that
such a change would be in the best interests of Maxim Integrated and its stockholders. If the appointment is not ratified by our stockholders,
the Audit Committee may consider whether it should appoint another independent registered public accounting firm. Representatives of
Deloitte & Touche LLP are expected to attend the annual meeting, where they will be available to respond to appropriate questions and, if they
desire, to make a statement.
Required Vote
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending
June 25, 2016 requires the affirmative “FOR” vote of a majority of the votes cast on the proposal. Unless marked to the contrary, proxies
received will be voted “FOR” ratification of the appointment of Deloitte & Touche LLP.
Recommendation
Our board of directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 25, 2016.
***
MAXIM INTEGRATED PRODUCTS, INC.
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19
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 3
RATIFICATION AND APPROVAL OF AN AMENDMENT TO MAXIM INTEGRATED’S 2008 EMPLOYEE STOCK
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY
2,000,000 SHARES
At the 2015 annual meeting, stockholders will be asked to ratify and approve an amendment to the 2008 ESP Plan to increase the maximum
number of shares of Maxim Integrated common stock that may be purchased under the 2008 ESP Plan by an additional 2,000,000 shares. The
amendment to the 2008 ESP Plan to increase the maximum number of shares that may be purchased by 2,000,000 shares was approved by
Maxim Integrated’s board of directors. The 2008 ESP Plan was originally approved by the board of directors in October 2008 and then ratified
by stockholders on December 15, 2008, and was amended annually starting in 2009 through 2014 to increase the shares reserved for issuance thereunder by 2,000,000 shares on each occasion.
Prior to the effectiveness of the proposed amendment, a total of 16,000,000 shares of Maxim Integrated common stock had been reserved for
issuance under the 2008 ESP Plan. As of September 2, 2015, approximately 5,418,936 shares were available for purchase under the 2008
ESP Plan. Maxim Integrated anticipates that approximately 2,000,000 shares will be purchased by employees under the 2008 ESP Plan during
fiscal year 2016 based upon current assumptions regarding employee participation levels, and is therefore seeking to increase the number of
shares reserved for issuance under the 2008 ESP Plan by that amount.
The board of directors has approved, subject to stockholder ratification and approval, an amendment to increase the maximum number of
shares of Maxim Integrated common stock reserved under the 2008 ESP Plan by 2,000,000 shares to a total of 18,000,000 shares.
The closing price of Maxim Integrated’s common stock on September 2, 2015 was $32.95 per share.
Maxim Integrated believes that substantial equity participation by employees is important in creating an environment in which employees will be
motivated to remain employed and be productive for long periods of time. Maxim Integrated further believes that the attraction, retention and
motivation of highly qualified personnel is essential to Maxim Integrated’s continued growth and success and that incentive plans, such as the
2008 ESP Plan, are necessary for Maxim Integrated to remain competitive in its compensation practices. In addition, Maxim Integrated believes
that the 2008 ESP Plan (and other equity incentive programs) is an effective way to assure alignment of employees’ and stockholders’ interests
and believes all such equity incentives are in the best interest of the stockholders.
The benefits to be received by Maxim Integrated’s employees and officers pursuant to the 2008 ESP Plan are not determinable at this time.
Required Vote
Ratification and approval of the amendments to increase the number of shares reserved under the 2008 ESP Plan requires the approval of a
majority of the shares represented in person or by proxy and voting at the annual meeting. A general description of the principal terms of the
2008 ESP Plan approved by the board of directors and the purpose of the 2008 ESP Plan is set forth below. Unless otherwise marked, all properly signed and returned proxies will be voted “FOR” Proposal No. 3.
Recommendation
Our board of directors recommends a vote “FOR” the ratification and approval of the amendment to Maxim Integrated’s 2008 Employee
Stock Purchase Plan as described herein.
The following summary of certain provisions of the 2008 ESP Plan is qualified in its entirety by reference to the 2008 ESP Plan, a copy of which
is attached as Appendix A to this proxy statement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in
the 2008 ESP Plan.
Summary of Material Features of the 2008 ESP Plan
Eligible Employees
All employees of Maxim Integrated and its subsidiaries designated by the committee appointed by the board of directors to administer the 2008
ESP Plan (the “Committee”) will be eligible to participate in the 2008 ESP Plan. However, the Committee may exclude from participation (1) a
group of certain highly compensated employees, (2) employees who have been employed by Maxim Integrated or any subsidiary for less than
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 3 (continued)
two (2) years, (3) employees whose customary employment is for not more than five (5) months in any calendar year, and (4) employees who
customarily works twenty (20) hours per week or less.
Notwithstanding the foregoing, no employee shall be eligible for participation under the 2008 ESP Plan if, immediately after such grant, that
employee would own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of Maxim
Integrated or of any affiliate of Maxim Integrated (including any stock which such employee may purchase under all outstanding rights and
options). In addition, no employee will be permitted to purchase stock under all employee stock participation plans, including the 2008 ESP
Plan, of Maxim Integrated and its affiliates (1) at a rate which in the aggregate exceeds $25,000 of the fair market value of such stock
(determined under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), at the time the right is granted) for any
calendar year in which the right is outstanding at any time or (2) 1,600 shares of stock in an offering period, whichever is less.
Participation
The Committee has the power from time to time to grant or provide for the grant of rights to purchase stock of Maxim Integrated under the 2008
ESP Plan to eligible employees (an “Offer”) on a date or dates (the “Offer Date(s)”) identified in the 2008 ESP Plan. Each Offer will be in such
form and will contain such terms and conditions as the Committee deems appropriate, except that each Offer must include the substance of
the required provisions of the 2008 ESP Plan, which are described below. Each Offer will be outstanding for approximately twelve (12) months
(the “Offer Period”) and there will be overlapping Offer Periods.
An eligible employee becomes a participant in an Offer by delivering a written enrollment form to Maxim Integrated, within the time specified in
each Offer, authorizing payroll deductions of up to a maximum percentage of twenty-five percent (25%) of his or her Eligible Compensation (as
defined in the 2008 ESP Plan) during the Offer Period. All payroll deductions made for a participant are credited to his or her account under the
2008 ESP Plan and are deposited with the general funds of Maxim Integrated. The purchase price of the shares is accumulated by payroll
deductions (or direct payments, if permitted) over the Offer Period. At any time during the Offer Period, a participant may terminate his or her
payroll deductions, but a participant may not increase, reduce or begin such payroll deductions after the beginning of any Offer Period.
Purchase of Stock
The purchase dates generally will occur on the last business day immediately preceding the second to last Saturday in May and November
(each a “Purchase Date”) in each year unless this day immediately follows the Thanksgiving holiday in the United States in which case the
Purchase Date will be the last Friday of November of each year. On each Purchase Date, the balance in each participant’s account will be
applied to the purchase of whole shares of stock of Maxim Integrated. No fractional shares shall be issued upon the exercise of rights granted
under the 2008 ESP Plan. The amount remaining in each participant’s account after the purchase of shares that is less than the amount
required to purchase one (1) share of stock on the last Purchase Date of an Offer Period shall be returned to the participant as soon as practicable after the Purchase Date, without interest.
Purchase Price
The purchase price per share of stock acquired pursuant to the 2008 ESP Plan will be the lesser of: (1) eighty-five percent (85%) of the fair
market value per share of such stock on the Offer Date and (2) eighty-five percent (85%) of the fair market value per share of such stock on the
Purchase Date.
Withdrawal
A participant may withdraw from an Offer by terminating his or her payroll deductions and by delivering to Maxim Integrated a written notice of
withdrawal from the Offer. Such withdrawal may be elected within a certain period of time prior to the end of the applicable Offer Period. Upon
any withdrawal from an Offer by the employee, Maxim Integrated will distribute to the employee his or her accumulated payroll deductions
(reduced for prior purchases), without interest, and such employee’s interest in the Offer will be automatically terminated. Upon such withdrawal from an Offer, the employee is not entitled to participate again in such Offer and the employee may not be able to participate in the 2008
ESP Plan for such period of time as determined by the Committee. Any such employee participating in a new Offer after his or her withdrawal
from an Offer will be required to timely submit a new enrollment form.
Termination of Employment
Rights granted pursuant to any Offer under the 2008 ESP Plan shall terminate immediately upon cessation of an employee’s employment for
any reason, and Maxim Integrated shall promptly distribute to such employee all of his or her accumulated payroll deductions (reduced for prior
purchases), without interest.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 21
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 3 (continued)
No transferability
Rights granted under the 2008 ESP Plan are not transferable by a participating employee other than by will or the laws of descent and distribution and are exercisable during such participating employee’s lifetime only by him or her.
Adjustments upon Changes in Stock or Change in Control
If (1) Maxim Integrated shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale
of all or substantially all of the assets or stock of Maxim Integrated or its subsidiaries or a transaction similar thereto, (2) any stock dividend,
stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of Maxim
Integrated, or any distribution to holders of Maxim Integrated common stock other than cash dividends, shall occur or (3) any other event shall
occur which in the judgment of the Committee necessitates action by way of adjusting the number or kind of shares, or both, which thereafter
may be sold under the 2008 ESP Plan, then the Committee may take any necessary actions to preserve to the participating employees’ rights
substantially proportionate to the rights existing prior to such event. Such actions may include, without limitation, adjustments in the number
and kind of shares subject to the 2008 ESP Plan and the purchase price of such shares under the 2008 ESP Plan.
Notwithstanding any other provision of the 2008 ESP Plan, if Maxim Integrated’s common stock ceases to be listed or traded, as applicable, on
a national stock exchange or over-the-counter market (the “Triggering Event”), then, in the discretion of the Committee, (1) the balance in the
participating employee’s payroll account not yet invested may be refunded to the participating employee, and such participating employee will
have no further rights or benefits under the 2008 ESP Plan, (2) an amount equal to the product of the fair market value of a share on the date
of the Triggering Event multiplied by the number of shares such participating employee would have been able to purchase with the balance of
his or her payroll account on the date of such Triggering Event may be paid to the participating employee, and such participating employee
shall have no further rights or benefits under the 2008 ESP Plan, or (3) the 2008 ESP Plan may be continued.
Amendment, Suspension and Termination of the 2008 ESP Plan
The board of directors may at any time and for any reason amend, suspend or terminate the 2008 ESP Plan. However, any amendment of the
2008 ESP Plan shall require stockholder approval if such approval would be required under applicable law or regulation.
Federal Income Tax Consequences
The following summarizes only the federal income tax consequences of participation under the 2008 ESP Plan based upon federal income tax
laws in effect on the date of this proxy statement. This summary does not purport to be complete, and does not discuss any non-U.S., state or
local tax consequences. In addition, the discussion does not address tax consequences which may vary with, or are contingent on, a participant’s individual circumstances. Each participant in the 2008 ESP Plan is strongly urged to consult with his or her tax advisor regarding participation in the 2008 ESP Plan.
The 2008 ESP Plan, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and
423 of the Code (except to comply with applicable foreign or local law). Under these provisions, no income will be taxable to a participant on the
Offer Date or at the time of purchase of shares. Amounts deducted from a participant’s pay under the 2008 ESP Plan are part of the employee’s
regular compensation and remain subject to federal, state and local income and employment withholding taxes.
Upon disposition of the shares, the participant will generally be subject to tax, the amount of which will depend upon the participant’s holding
period. If the participant disposes of his or her shares more than two (2) years after the Offer Date and more than one (1) year after the purchase of the shares, the lesser of (1) fifteen percent (15%) of the fair market value of the shares on the Offer Date or (2) the excess (or zero
(0) if there is no excess) of the fair market value of the shares on the date of the disposition of the shares over the purchase price will be treated
as ordinary income, and any further gain will be treated as long-term capital gain. If the participant disposes off the shares before the expiration
of these holding periods, the excess of the fair market value of the shares on the exercise date over the purchase price will be treated as ordinary income, and any further gain or loss on such disposition will be long-term or short-term capital gain or loss, depending on the holding
period.
There currently is no income tax withholding required upon the purchase or disposition of the shares by a participant. However, in the future, a
participant may be subject to employment tax withholding (e.g., Social Security and Medicare) at the time of purchase. The United States
Internal Revenue Service issued proposed regulations which, if adopted, would subject a participant to withholding for Social Security and
Medicare (not including income tax) at the time of purchase based upon the difference between the fair market value of the shares on the date
of purchase and the purchase price of the shares. These proposed regulations, if adopted, would be effective only for purchases made under
the 2008 ESP Plan two (2) years after the regulations are issued in final form.
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 3 (continued)
Maxim Integrated is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of
ordinary income reported by participants upon disposition of shares within two (2) years from the Offer Date or within one (1) tax year of the
date of purchase. Maxim Integrated is required to report to the United States Internal Revenue Service any ordinary income recognized by a
participant as a result of a disposition if such information is available to Maxim Integrated. In the future, Maxim Integrated may be required to
withhold (from a participant’s salary) the amount due as taxes on such ordinary income.
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2015 Proxy Statement 23
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 4
RATIFICATION AND APPROVAL OF AN AMENDMENT TO MAXIM INTEGRATED’S 1996 STOCK INCENTIVE
PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 4,000,000
SHARES
At the 2015 annual meeting, stockholders will be asked to ratify and approve an amendment to Maxim Integrated’s 1996 Equity Plan to
increase the maximum number of shares of Maxim Integrated common stock that may be purchased under the 1996 Equity Plan by an additional 4,000,000 shares, equivalent to approximately 1.4% of the Company’s outstanding shares. The amendment to the 1996 Equity Plan has
been approved by the board of directors.
Share Increase
Prior to the effectiveness of the proposed Amended and Restated 1996 Equity Plan, a total of 137,100,000 shares of Maxim Integrated common stock had been reserved for issuance under the 1996 Equity Plan. As of September 2, 2015, approximately 21,726,393 shares were
available for purchase under the 1996 Equity Plan, and there were 9,534,576 outstanding stock options with a weighted average exercise price
of $25.80 and a weighted average remaining contractual term of 3.10 years, and 9,364,646 outstanding restricted stock units.
Maxim Integrated is seeking to increase the number of shares under the 1996 Equity Plan by 4,000,000 shares in order to have a sufficient
number of shares (and an appropriate buffer amount) to award to new employees as well as current employees who are eligible to receive
equity awards as part of the Company’s annual focal award in September of each year, which is made in conjunction with employee performance reviews, salary adjustments and cash bonus determinations, as well as to support awards to new employees, and awards to employees in
connection with acquisitions and promotions. These awards may be a combination of restricted stock units and MSUs based upon job level.
While historically we have only granted MSUs to our Chief Executive Officer, starting in September 2014, we began granting MSUs (as well as
restricted stock units) to all vice presidents and managing director level employees in lieu of stock options, and we no longer continue our practice of granting stock options to employees.
As required by our 1996 Equity Plan, each restricted stock unit and MSU (granted with an exercise price less than the fair market value of our
common stock) is counted against the share reserve as two (2) shares for every one (1) share subject to such award. By way of an example, if
we grant 1,000 restricted stock units with an exercise price of zero (0), this will result in 2,000 shares being deducted from the share reserve
under the 1996 Equity Plan. A 4,000,000 share increase in the number of shares available for issuance would result in 2,000,000 restricted
stock units or MSUs being available for grant, assuming such restricted stock units or MSUs are granted with a zero (0) exercise price.
The board of directors has approved, subject to stockholder ratification and approval, an amendment to the 1996 Equity Plan to increase the
maximum number of shares of Maxim Integrated common stock reserved under the 1996 Equity Plan by 4,000,000 shares to a total of
141,100,000 shares.
The closing price of Maxim Integrated’s common stock on September 2, 2015 was $32.95 per share.
The benefits to be received by Maxim Integrated’s employees and officers pursuant to the 1996 Equity Plan are not determinable at this time.
Required Vote
Ratification and approval of the amendment to Maxim Integrated’s 1996 Equity Plan requires the approval of a majority of the shares represented in person or by proxy and voting at the annual meeting. A general description of the principal terms of the 1996 Equity Plan approved by
the board of directors and the purpose of the 1996 Equity Plan is set forth below. Unless otherwise marked, all properly signed and returned
proxies will be voted “FOR” Proposal No. 4.
Recommendation
Our board of directors recommends a vote “FOR” the amendment to Maxim Integrated’s 1996 Equity Plan as described herein. The following summary of certain provisions of the 1996 Equity Plan is qualified in its entirety by reference to the 1996 Equity Plan, a copy of which is
attached as Appendix B to this proxy statement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the
1996 Equity Plan.
24
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 4 (continued)
Summary of Material Features of the 1996 Equity Plan
Purpose.
The purpose of the 1996 Equity Plan is to increase stockholder value. We believe that our employees, including highly talented analog
engineers, which are scarce, are the main driver of stockholder value. The Company needs to have competitive compensation programs to
recruit, retain and motivate our employees, and the Company’s equity programs are a key component of its compensation structure. We also
believe that employee ownership aligns employee interests with those of the stockholders and has contributed to Maxim Integrated’s success.
Types of Awards.
The 1996 Equity Plan provides for the grant of the following types of incentive awards: (1) stock options, (2) restricted stock units (including
MSUs), and (3) restricted stock, which are each hereinafter referred to individually as an “Award.” Those who will be eligible for Awards under
the 1996 Equity Plan include employees, directors and consultants who provide services to the Company and its parent and subsidiary companies.
Number of Shares of Common Stock Available Under the 1996 Equity Plan.
If stockholders approve Proposal 4, a total of 141,100,000 shares of the Company’s common stock will be reserved for issuance under the
1996 Equity Plan. Any shares subject to awards of restricted stock units and restricted stock granted with an exercise price less than the fair
market value on the date of grant will be counted against the share reserve as two (2) shares for every one (1) share subject to such award.
Further, to the extent that a share that was subject to an award that counted as two (2) shares against the 1996 Equity Plan reserve pursuant to
the preceding sentence is recycled back into the 1996 Equity Plan, the 1996 Equity Plan will be credited with two (2) shares that will thereafter
be available for issuance under the 1996 Equity Plan.
If we experience a stock split, reverse stock split, stock dividend, spin-off, combination, or reclassification of our shares, or any other change or
increase or decrease in the number of issued shares effected without our receipt of consideration (except for certain conversions of convertible
securities), appropriate adjustments will be made, subject to any required action by the Company’s stockholders, to the number of shares available for issuance under the 1996 Equity Plan, the number of shares covered by each outstanding Award, the price per share covered by each
outstanding Award, and the numerical per-person share limits for each type of Award, as appropriate to reflect the stock dividend or other
change.
Maxim Integrated common stock covered by the 1996 Equity Plan may be either authorized but unissued shares or treasury shares. If there is a
lapse, expiration, termination, or cancellation of any Award granted under the 1996 Equity Plan without the issuance of shares or payment of
cash thereunder, or if shares are issued under any Award under the 1996 Equity Plan and thereafter are reacquired by the Company pursuant
to rights reserved upon the issuance thereof, the shares subject to or reserved for such Award, or so retained or reacquired, may again be used
for new Awards under the 1996 Equity Plan. Notwithstanding the foregoing, any shares of common stock of the Company tendered to or withheld by the Company (a) in connection with the exercise of options under the 1996 Equity Plan (or any other equity plans of the Company) or
(b) for the payment of tax withholding on any option, restricted stock unit award or restricted stock award shall not, in each case, be available
for future issuance under the 1996 Equity Plan (or any other equity plans of the Company). In addition, the Company will be required to seek
prior stockholder approval in order to conduct any award-for-award exchange offer or cash tender offer with respect to outstanding awards
under the 1996 Equity Plan (or any other equity plans of the Company).
Administration.
The 1996 Equity Plan provides that the grant of Awards and other determinations under the 1996 Equity Plan shall be made by (1) the board of
directors or (2) a committee designated by the board of directors (the “Administrator”) which, in the case of grants of Awards to employees who
are officers of the Company, is constituted in a manner to permit the grants and related transactions under the 1996 Equity Plan to be exempt
from Section 16(b) of the Exchange Act in accordance with Rule 16b-3 of the Exchange Act and which, in the case of grants to “covered
employees,” is intended to constitute “performance-based compensation,” is made up solely of two (2) or more “outside directors” as such
terms are defined under Section 162(m) of the Code. The Administrator has the authority to select employees, directors, and consultants to
whom Awards may be granted; to determine the number of shares to be covered by each Award; and to determine the terms and conditions of
any Award granted under the 1996 Equity Plan.
Performance Based Compensation.
Section 162(m) of the Code limits the annual deduction a public corporation may claim for compensation paid to the Company’s Chief Executive Officer and to each of its three (3) most highly compensated executive officers (other than the Chief Financial Officer) to $1 million, except
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2015 Proxy Statement 25
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 4 (continued)
in limited circumstances. One such exception is for “performance-based compensation,” which is defined as compensation paid solely on
account of the attainment of one or more performance goals, but only if (1) the goals are determined by a compensation committee of the
board of directors comprised of two (2) or more outside directors, (2) the performance goals are disclosed to stockholders and approved by a
majority vote before the remuneration is paid, (3) before the remuneration is paid, the compensation committee certifies that the performance
goals and any other material terms were in fact satisfied, and (4) limits are set on the number of Awards that any individual may receive. The
1996 Equity Plan has been designed to permit the Administrator to grant Awards that qualify as performance-based for purposes of satisfying
the conditions of Section 162(m), thereby permitting the Company to continue to receive a federal income tax deduction in connection with
such Awards.
The 1996 Equity Plan limits the number of shares with respect to which incentive stock options and non-qualified stock options may be granted
in any fiscal year of the Company to any participant to 4,000,000 shares and limits the number of shares with respect to which restricted stock
units and restricted stock may be granted in any fiscal year of the Company to any participant to 2,000,000 shares.
Eligibility.
Selected employees, directors, service providers, advisors and independent contractors of the Company and any parent or subsidiaries will be
eligible to receive Awards under the 1996 Equity Plan. Awards may be granted to eligible persons residing in foreign jurisdictions under additional terms and conditions to accommodate local laws and to provide such eligible persons favorable treatment under local laws, provided that
no such terms are inconsistent with the 1996 Equity Plan.
Duration.
The 1996 Equity Plan will continue in effect until August 11, 2024, unless terminated earlier by the board of directors.
Corporate Transactions/Changes in Control/Subsidiary Dispositions.
The Administrator shall have the authority, exercisable either in advance of any actual or anticipated, or at the time of, an actual corporate transaction, change in control or subsidiary disposition and exercisable at the time of the grant of an Award under the 1996 Equity Plan or any time
while an Award remains outstanding, to provide for the full automatic vesting and exercisability of one or more outstanding unvested Awards
under the 1996 Equity Plan and the release from restrictions on transfer and repurchase or forfeiture rights of such Awards in connection with a
corporate transaction, change in control or subsidiary disposition, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent
termination of the continuous status as an employee or service of the participant within a specified period following the effective date of the
change in control or subsidiary disposition. The Administrator may provide that any Awards so vested or released from such limitations in connection with a change in control or subsidiary disposition, shall remain fully exercisable until the expiration or earlier termination of the Award.
Effective upon the consummation of a corporate transaction, all outstanding Awards under the 1996 Equity Plan shall terminate unless
assumed by the successor company or its parent.
Options.
The 1996 Equity Plan provides that the purchase price of any stock option shall be at least one hundred percent (100%) of the fair market
value of the Company common stock at the time the option is granted. The Administrator may provide for the payment of the purchase price in
cash, by delivery of other common stock of the Company having a market value equal to the purchase price of such shares, or by any other
method, including by delivery of an exercise notice accompanied by a copy of irrevocable instructions to a broker to deliver promptly to the
Company proceeds to pay the purchase price.
The Administrator may permit or require a participant to pay all or a portion of the federal, state and local taxes, including FICA and Medicare
withholding tax, arising in connection with the exercise of an option, by having the Company withhold shares or by delivering shares received in
connection with the option or previously acquired, having a fair market value approximating the amount to be withheld.
The maximum term of any option will be ten (10) years from the date it is granted, except that with respect to any participant who owns ten
percent (10%) of the voting power of all classes of the Company’s outstanding capital stock, the term of an incentive stock option may not
exceed five (5) years. Options are generally exercisable for a period of ninety (90) days after termination or retirement, 365 days after termination due to disability or 547 days after termination due to death.
26
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 4 (continued)
Restricted Stock Units.
The Administrator is able to grant Awards of restricted stock units. Awards of restricted stock units vest in accordance with the terms and conditions established by the Administrator in its sole discretion. For example, the Administrator may set restrictions based on the achievement of
specific performance goals or based upon continued service. There are no minimum vesting requirements for restricted stock units. Upon satisfying the applicable vesting criteria, a participant is entitled to the payout specified in the Award agreement. The Administrator may pay
earned restricted stock units in cash, shares or a combination of both. Awards of restricted stock units may be issued either alone, in addition
to, or in tandem with other Awards granted under the 1996 Equity Plan and/or cash awards made outside of the 1996 Equity Plan. The Administrator will determine the number of units granted pursuant to an Award of restricted stock units, but no participant will be granted more than
2,000,000 units during any fiscal year.
Restricted Stock.
The Administrator is able to grant Awards of restricted stock. Awards of restricted stock are rights to acquire or purchase shares of Company
common stock. Restricted stock vests in accordance with the terms and conditions established by the Administrator in its sole discretion. For
example, the Administrator may set restrictions based on the achievement of specific performance goals or based upon continued service.
There are no minimum vesting requirements for Awards of restricted stock. Awards of restricted stock may be issued either alone, in addition
to, or in tandem with other Awards granted under the 1996 Equity Plan and/or cash awards made outside of the 1996 Equity Plan. The Award
agreement will generally grant the Company a right to repurchase or reacquire the shares upon the termination of the participant’s service with
the Company for any reason (including death or disability). The Committee will determine the number of shares granted pursuant to an Award
of restricted stock, but no participant will be granted a restricted stock Award to purchase or acquire more than 2,000,000 shares of common
stock during any fiscal year.
Performance Goals.
The performance goals applicable to an Award, as determined by the Administrator, may provide for a targeted level or levels of achievement
using one or more of the following measures: cash flow; cash position; earnings before interest and taxes; earnings before interest, taxes,
depreciation and amortization; earnings per share; economic profit; economic value added; equity or stockholders’ equity; free cash flow, free
cash flow per share and market share; net income; net profit; net sales; operating earnings; operating income; profit before tax; ratio of debt to
debt plus equity; ratio of operating earnings to capital spending; return on net assets; sales growth; share price; share price or total return to
stockholders relative to the performance of one or more peer companies as well as any index as determined by the Administrator; or total return
to stockholders. The performance goals may differ from participant to participant and from Award to Award and may be stated in absolute terms
or relative to comparison companies or indices to be achieved during a period of time.
Amendments and Discontinuance.
The 1996 Equity Plan is subject to amendment or termination by the Administrator without stockholder approval as deemed in the best interests of the Company. However, no such amendment shall, without the consent of the award holder, reduce the amount of any Award or
adversely change the terms and conditions thereof.
The terms and conditions applicable to any Awards granted and outstanding may at any time be amended or modified in any lawful way or
canceled by mutual agreement between the Administrator and the participant, so long as any amendment or modification does not increase the
number of shares of Maxim Integrated common stock issuable under the 1996 Equity Plan and subject to the provisions regarding “repricing”
described below.
Repricing Options; Exchange Transactions.
The Administrator does not have the authority to “reprice” any outstanding option. For these purposes, to “reprice” an outstanding option
means to amend any outstanding option to reduce the exercise price. In addition, the Administrator will be required to seek prior stockholder
approval for conducting any award-for-award exchange offer or cash tender offer with respect to outstanding awards under the 1996 Equity
Plan (or any other equity plans of the Company).
Number of Awards Granted to Employees, Consultants, and Directors
The number of Awards that an employee, director or consultant may receive under the 1996 Equity Plan is in the discretion of the Administrator
and therefore cannot be determined in advance. As of the date of this proxy statement, only stock options, restricted stock units and market
share units have been granted under the 1996 Equity Plan. The following table sets forth (1) the aggregate number of shares subject to options
granted under the 1996 Equity Plan during the fiscal year ended June 27, 2015, (2) the aggregate number of restricted stock units granted
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 27
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 4 (continued)
under the 1996 Equity Plan during the fiscal year ended June 27, 2015 and (3) the aggregate number of market share units granted under the
1996 Equity Plan during the fiscal year ended June 27, 2015, where each unit represents a right to acquire one (1) share of common stock.
Number of
Options Granted
Name of Individual or Group
Number of
Restricted Stock
Units Granted
Number of Market
Share Units
Granted
Tunç Doluca
—
114,000
66,000
Bruce E. Kiddoo
—
45,000
25,000
Matthew J. Murphy
—
122,500
25,000
Vivek Jain
—
45,000
25,000
Christopher J. Neil
—
41,000
25,000
All current executive officers, as a group
—
519,758
254,004
All current directors who are not executive officers, as a group
All employees who are not executive officers, as a group
—
38,400
—
63,584
2,619,959
169,040
Federal Income Tax Consequences
Non-qualified Stock Options.
Under existing law and regulations, the grant of non-qualified stock options with an exercise price equal to the fair market value of the underlying stock on the date of grant will not result in income taxable to the participant. However, the exercise of such a non-qualified stock option
results in taxable income to the holder and may be subject to withholding for federal income and employment tax purposes. The Company is
entitled to an income tax deduction in the amount of the income recognized by the optionee, subject to possible limitations imposed by Section 162(m) of the Code and so long as the Company withholds the appropriate taxes with respect to such income (if required). At the time of
the exercise of a non-qualified stock option, the amount so taxable and so deductible will be the difference between the fair market value of the
shares purchased and the exercise price. Any gain or loss on the optionee’s subsequent disposition of the shares of Maxim Integrated common
stock will receive long-term or short-term capital gain or loss treatment, depending on whether the shares are held for more than one (1) year
following exercise. The Company does not receive a tax deduction for any such gain.
Incentive Stock Options.
An optionee recognizes no income when an incentive stock option is granted or exercised. However, the difference between the fair market
value of the shares on the date of exercise and the option price is classified as an item of adjustment in the year of exercise for purposes of the
participant’s alternative minimum tax.
If the participant does not dispose of the shares received on exercise of an incentive stock option prior to two (2) years from the date of grant
and one (1) year from the date of exercise of the stock option, any gain realized by the holder on the disposition of the stock will be accorded
long-term capital gain treatment, and no deduction will be allowed to the Company. If either holding period requirement is not satisfied, the participant will recognize ordinary income at the time of such “disqualifying disposition” equal to the lesser of (1) the gain realized on the disposition, or (2) the difference between the option price and the fair market value of the shares on the date of exercise. Any additional gain or
loss on the disqualifying disposition not reflected above would be long-term or short-term capital gain, depending on whether the shares are
held for more than one (1) year following exercise. The Company will be entitled to an income tax deduction equal to the amount of ordinary
income recognized by the participant, subject to possible limitations imposed by Section 162 of the Code.
Restricted Stock and Restricted Stock Units.
A participant generally will not have taxable income at the time an Award of restricted stock and restricted stock units is granted. Instead, he or
she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the Award becomes either
(1) freely transferable or (2) no longer subject to substantial risk of forfeiture. However, the recipient of a restricted stock Award may elect to
recognize income at the time he or she receives the Award of restricted stock in an amount equal to the fair market value of the shares underlying the Award (less any cash paid for the shares) on the date the Award is granted. The Company generally will be entitled to a tax deduction
in connection with an Award under the 1996 Equity Plan in an amount equal to the ordinary income realized by a participant and at the time
the participant recognizes such income, subject to possible limitations imposed by Section 162 of the Code.
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 4 (continued)
Tax Effect for the Company
The Company generally will be entitled to a tax deduction in connection with an Award under the 1996 Equity Plan in an amount equal to the
ordinary income realized by a participant and at the time the participant recognizes such income (for example, upon the exercise of a nonqualified stock option). Special rules limit the deductibility of compensation paid to the Company’s Chief Executive Officer and to each of its
three (3) most highly compensated other executive officers other than the Chief Financial Officer. In general under Section 162(m) of the Code,
the annual compensation paid to any of these executives is deductible only to the extent that it does not exceed $1,000,000. The Company
can, however, preserve the deductibility of certain compensation in excess of $1,000,000 under the 1996 Equity Plan if the conditions of Section 162(m) are met. These conditions include stockholder approval of the 1996 Equity Plan, setting limits on the number of Awards that any
individual may receive, and, for Awards other than certain types of stock options, establishing performance criteria that must be met before the
Award actually vests or is paid. The 1996 Equity Plan has been designed to permit the Administrator to grant Awards that qualify as
performance-based for purposes of satisfying the conditions of Section 162(m), thereby permitting the Company to continue to receive a federal
income tax deduction in connection with those Awards.
The foregoing discussion of the federal income tax aspects of Awards under the 1996 Equity Plan is based upon federal income tax laws in
effect on the date of this proxy statement. The foregoing discussion is not a complete description of the federal income tax aspects of options
under the 1996 Equity Plan. In addition, administrative and judicial interpretations of the application of the federal income tax laws are subject
to change. Furthermore, no information is given with respect to state or local taxes that may be applicable to any options. Participants in the
1996 Equity Plan who are residents of or are employed in a country other than the United States may be subject to taxation in accordance with
the tax laws of that particular country in addition to or in lieu of United States federal income taxes.
***
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2015 Proxy Statement 29
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 5
ADOPTION AND APPROVAL OF AN AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO
ELIMINATE CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS
At the 2015 annual meeting, stockholders will be asked to adopt and approve an amendment to Maxim Integrated’s restated certificate of
incorporation (the “Certificate”) in order to eliminate the right of stockholders to cumulate their votes in the election of directors. The amendment to the Certificate (removal of Article Eight) has been approved by the Board. The text of Article Eight, as proposed to be amended, would
be as follows:
“No holder of shares of the Corporation’s stock of any class or series of this Corporation shall be entitled to cumulate votes for the election of
directors of this Corporation.”
Governance Enhancements Implemented
Beginning in fiscal year 2014, in keeping with Maxim Integrated’s long-standing commitment to strong corporate governance, as well as a
focused approach to managing the Company for the long-term benefit of all of its constituents, the Board, with the support of the Company’s
management, undertook a comprehensive review of the Company’s corporate governance practices. This review resulted in the Board adopting
the following corporate governance enhancements in fiscal year 2015:
(i)
majority voting standard in uncontested director elections,
(ii)
giving stockholders the ability to call a special meeting upon the affirmative consent of the holders of at least thirty-five percent (35%) of
the outstanding voting stock of the Company,
(iii) engaging in stockholder outreach efforts in which the Governance Committee (or a member thereof), together with management, discuss
governance issues with certain stockholders, and
(iv) the elimination of cumulative voting in the election of directors, subject to ratification and approval by the Company’s stockholders at the
annual meeting.
Majority Voting In Uncontested Director Elections, Special Stockholders Meetings and Proxy Access,
Stockholder Outreach
Majority voting in uncontested elections of directors and giving stockholders the ability to call a special meeting have been implemented through
amendments to the Company’s Bylaws (the “Amended and Restated Bylaws”) effective in September 2014. The Company’s Amended and
Restated Bylaws are available on the Company’s website at http://www.maximintegrated.com/content/dam/files/aboutus/company/bylaws.pdf.
The Company believes that its Amended and Restated Bylaws provide broad and sufficient access for stockholders to submit stockholder proposals for inclusion in the Company’s proxy statements. Stockholder outreach has been formalized in the Governance Committee’s Charter.
Elimination of Cumulative Voting
Cumulative voting entitles stockholders to as many votes as equals the number of directors to be elected multiplied by the number of shares
held by the stockholder. The stockholder may cast all such votes for a single director or distribute such votes among as many candidates who
have been properly nominated.
The Board has determined that it is in the best interests of all the stockholders to eliminate cumulative voting in director elections for the following reasons:
(i)
voting power should align and be consistent with economic ownership such that there should be one vote for every share of common stock
owned,
(ii)
cumulative voting permits minority stockholders to elect a particular nominee to the Board that may not be supported by a majority of the
outstanding shares and may be detrimental to the interests of Maxim Integrated and our long-term stockholders, and
(iii) a particular director who was elected to the Board by stockholders cumulating their votes may have a conflict of interest as he or she may
represent the interests of the particular stockholders electing him or her to the Board instead of in the best interest of all stockholders.
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 5 (continued)
A system of one vote per share for each board nominee is the prevailing election standard among publicly-traded companies in the United
States and cumulative voting is atypical. Over 95% of the companies in the Nasdaq 100 and the Russell 1000 do not allow stockholders to
cumulate their votes in the election of directors.
The Company also believes that cumulative voting is incompatible, and fundamentally at odds, with a majority vote standard because it allows
relatively small stockholders to elect directors who are not supported by a majority of the Company’s stockholder base. The Company and the
Board believe that each director should represent the interests of all stockholders rather than the interests of a minority stockholder or a special
constituency and that cumulative voting could lead to directors having improper incentives.
The proposal to eliminate cumulative voting is not in response to any known stockholder efforts to remove any director or otherwise gain representation on the Board.
Required Vote
Adoption and approval of the amendments to the Company’s Certificate requires the affirmative vote of a majority of the outstanding common
stock. Unless otherwise marked, all properly signed and returned proxies will be voted “FOR” Proposal No. 5.
Recommendation
Our board of directors recommends a vote “FOR” the adoption and approval of the amendment to Maxim Integrated’s restated certificate of
incorporation to eliminate cumulative voting in the election of directors.
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2015 Proxy Statement 31
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 6
TO HOLD AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables Maxim Integrated stockholders to
vote to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in
accordance with SEC rules.
Maxim Integrated has a “pay-for-performance” philosophy that forms the foundation of Maxim Integrated’s decisions regarding compensation of
its named executive officers. Executive compensation is tied to performance and is structured to ensure that there is an appropriate balance
between long-term and short-term performance, and also a balance between operational performance and stockholder return. This compensation philosophy, and the program structure approved by the Compensation Committee (including its sub-committee, the Equity Grant SubCommittee), is central to Maxim Integrated’s ability to attract, retain, motivate, and reward the best and brightest executives who have the talent
and experience to achieve our goals. This approach has resulted in Maxim Integrated’s ability to attract and retain the executive talent necessary to guide Maxim Integrated. Please see “Compensation Discussion and Analysis” contained in this proxy statement for an overview of the
compensation of Maxim Integrated’s named executive officers.
We are asking for stockholder approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance
with SEC rules, which disclosures include the disclosures under “Compensation Discussion and Analysis,” the compensation tables and the
narrative discussion related to compensation. We have elected to hold this non-binding advisory vote on executive compensation annually. This
vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the
policies and practices described in this proxy statement. We believe that our executive compensation policies and programs serve the interests
of our stockholders and that the compensation received by our executive officers is commensurate with the performance and strategic position
of Maxim Integrated.
This vote is advisory and therefore not binding on Maxim Integrated, the Compensation Committee (including its sub-committee, the Equity
Grant Sub-Committee), or the board of directors. The board of directors and the Compensation Committee value the opinions of Maxim
Integrated stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this
proxy statement, we will consider those stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
Required Vote
Advisory approval of this proposal requires the affirmative “FOR” vote of a majority of the votes cast on the proposal. Unless otherwise marked,
all properly signed and returned proxies will be voted “FOR” advisory approval of Proposal No. 6.
Recommendation
Our board of directors recommends a vote “FOR” the approval of the compensation of Maxim Integrated’s named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.
***
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 6 (continued)
Security Ownership of Certain Beneficial Owners, Directors and Management
The following table sets forth certain information regarding the ownership of Maxim Integrated’s common stock as of June 27, 2015, the last
day of fiscal year 2015, by: (1) each current director; (2) each current named executive officer; (3) all executive officers and directors as a
group; and (4) all those known by Maxim Integrated to be beneficial owners of more than five percent (5%) of its common stock. The number
of shares beneficially owned is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership
for any other purpose.
Beneficial Ownership (1)
Number of
Shares
Percent of
Total (%)
Wellington Management Company, LLP(2)
27,994,409
9.8
Dodge & Cox(3)
25,439,327
8.9
17,680,803
6.2
17,435,700
6.1
15,716,000
5.5
Beneficial Owner
5% Shareholders:
The Vanguard
Group(4)
Capital Research Global
Investors(5)
Capital World Investors(6)
Directors:
178,223
*
Director(8)
29,700
*
Robert E. Grady, Director(9)
123,975
*
B. Kipling Hagopian, Director(10)
167,333
*
57,361
*
172,382
*
1,947,258
*
235,928
*
James R. Bergman, Director(7)
Joseph Bronson,
William D. Watkins,
Director(11)
A. R. Frank Wazzan,
Director(12)
Named Executive Officers:
Tunç Doluca, President, Chief Executive Officer and Director(13)
Bruce E. Kiddoo, Senior Vice President and Chief Financial
Officer(14)
225,744
*
Vivek Jain, Senior Vice President, Technology and Manufacturing Group(16)
123,942
*
Christopher J. Neil, Senior Vice President, New Ventures(17)
404,812
*
4,278,982
1.5
Matthew J. Murphy, Executive Vice President, Business Units, Sales, and
All executive officers and directors as a group (15
Marketing(15)
persons)(18)
* Less than one percent
(1) This table is based upon information supplied by officers, directors, principal stockholders and Maxim Integrated’s transfer agent, and contained in Schedules 13G filed with the SEC. Unless otherwise indicated,
the address of each person or entity listed is c/o Maxim Integrated Products, Inc., 160 Rio Robles, San Jose, California 95134. Unless otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based
on 294,821,933 shares outstanding on June 27, 2015 adjusted as required under rules promulgated by the SEC.
(2) Based solely on information supplied by Wellington Management Company, LLP (“WMR”) in a Schedule 13G filed with the SEC on February 12, 2015. The address of WMR is 280 Congress Street, Boston, MA
02210.
(3) Based solely on information supplied by Dodge & Cox in a Schedule 13G filed with the SEC on February 13, 2015. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
(4) Based solely on information supplied by The Vanguard Group in a Schedule 13G filed with the SEC on February 11, 2015. The address of The Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355.
(5) Based solely on information provided by Capital Research Global Investors (“CRGI”) in a Schedule 13G filed with the SEC on February 13, 2015. CRGI does not own any shares of Maxim Integrated for its own
account; the shares reported are owned by accounts under the discretionary management of CRGI. CRGI has no voting power and sole dispositive power over all shares shown. The address of CRGI is 333 South
Hope Street, 50th Floor, Los Angeles, CA 90071.
(6) Based solely on information provided by Capital World Investors (“CWI”), a division of Capital Research and Management Company in a Schedule 13G filed with the SEC on February 13, 2015. CWI does not own
any shares of Maxim Integrated for its own account; the shares reported are owned by accounts under the discretionary management of CWI. CWI has no voting power and sole dispositive power over all shares
shown. The address of CWI is 333 South Hope Street, 50th Floor, Los Angeles, CA 90071.
(7) Includes (i) 60,623 shares subject to options exercisable within 60 days of June 27, 2015, (ii) 1600 restricted stock units that vest within 60 days of June 27, 2015, (iii) 25,000 shares held by the Bergman
Family Foundation for which Mr. Bergman disclaims beneficial ownership.
(8) Includes (i) 7,725 shares subject to options exercisable within 60 days of June 27, 2015, (ii) 1600 restricted stock units that vest within 60 days of June 27, 2015, (iii) 400 shares held in custodian accounts,
and (iv) 3,775 shares held by trust.
(9) Includes (i) 94,123 shares subject to options exercisable within 60 days of June 27, 2015 and (ii) 1600 restricted stock units that vest within 60 days of June 27, 2015.
(10) Includes (i) 81,373 shares subject to options exercisable within 60 days of June 27, 2015, (ii) 1600 restricted stock units that vest within 60 days of June 27, 2015, (iii) 2,000 shares held by a family foundation
for which Mr. Hagopian disclaims beneficial ownership and (iv) 54,360 shares held by trust.
(11) Includes (i) 26,961 shares subject to options exercisable within 60 days of June 27, 2015, (ii) 1600 restricted stock units that vest within 60 days of June 27, 2015 and (iii) 21,250 shares held by trust.
(12) Includes (i) 38,549 shares subject to options exercisable within 60 days of June 27, 2015 and (ii) 1600 restricted stock units that vest within 60 days of June 27, 2015.
(13) Includes (i) 521,895 shares subject to options exercisable within 60 days of June 27, 2015, (ii) 60,000 market share units that vest within 60 days of June 27, 2015 and (iii) 1,251,363 shares held by trust.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 33
2015 NOTICE OF MEETING AND PROXY STATEMENT
Proposal No. 6 (continued)
(14)
(15)
(16)
(17)
(18)
Includes (i) 106,846 shares subject to options exercisable within 60 days of June 27, 2015, (ii) 3,886 restricted stock units that vest within 60 days of June 27, 2015 and (iii) 72,424 shares held by trust.
Includes (i) 91,208 shares subject to options exercisable within 60 days of June 27, 2015 and (ii) 8,053 restricted stock units that vest within 60 days of June 27, 2015.
Includes (i) 53,016 shares subject to options exercisable within 60 days of June 27, 2015 and (ii) 3,886 restricted stock units that vest within 60 days of June 27, 2015.
Includes (i) 266,644 shares subject to options exercisable within 60 days of June 27, 2015 and (ii) 3,886 restricted stock units that vest within 60 days of June 27, 2015.
Includes (i) 1,497,967 shares subject to options exercisable within 60 days of June 27, 2015 and (ii)104,717 restricted stock units and market share units that vest within 60 days of June 27, 2015.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and officers, and persons who own more than ten percent (10%) of a registered class
of Maxim Integrated’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of Maxim Integrated. Officers, directors, and greater than ten percent (10%) stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
To the best of our knowledge, based solely on a review of the copies of such reports furnished to Maxim Integrated and written representations
that no other reports were required, during the fiscal year ended June 27, 2015, all Section 16(a) filing requirements applicable to its officers,
directors, and greater than ten percent (10%) beneficial owners were complied with. The Company files the Section 16 reports on behalf the
Company’s directors and executive officers.
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Certain Relationships and Related
Transactions
Related Transactions
During the fiscal year ended June 27, 2015, Robert Bergman, the son of James R. Bergman, a member of our board of directors was employed
by Bedrock Automation Platforms, Inc. (“Bedrock”). Bedrock is an independent subsidiary of the Company engaged in a line of business separate and distinct from the Company’s primary business. Robert Bergman received approximately $283,000 in aggregate cash compensation
from Bedrock in fiscal year 2015. Maxim Integrated does not believe Bedrock or Robert Bergman to be a related party with respect to this
transaction.
Maxim Integrated has entered into indemnification agreements with certain of its current and former directors and executive officers. The
indemnification agreements provide, among other things, that Maxim Integrated will indemnify each of its directors and officers, under the circumstances and to the extent provided therein, for expenses, damages, judgments, fines, and settlements each may be required to pay in
actions or proceedings to which he or she may be made a party by reason of his or her position or positions as a director, officer or other agent
of Maxim Integrated, and otherwise to the fullest extent permitted under Delaware law and Maxim Integrated’s bylaws.
Review, Approval or Ratification of Related Party Transactions
The Audit Committee Charter provides for the Audit Committee to review and approve all related party transactions for potential conflicts of interest on an ongoing basis (if such transactions are not approved by another independent body of the board of directors). Related party transactions include, for purposes of the Audit Committee review, without limitation, transactions involving Maxim Integrated and any director,
executive officer, beneficial owner of more than five percent (5%) of Maxim Integrated common stock, any immediate family member of any
such person, or any firm, corporation, partnership, or other entity in which any such person is employed or any such person has a five percent
(5%) or greater beneficial ownership interest. In determining whether to approve or ratify a transaction with a related party, the Audit Committee
will take into account all relevant facts and circumstances it deems relevant, including, without limitation, the nature of the related party’s interest in the transaction, the benefits to Maxim Integrated of the transaction, whether the transaction would impair the judgment of a director or
executive officer to act in the best interests of Maxim Integrated and its stockholders, the potential impact of such transaction on a director’s
independence, and whether the transaction is on terms no less favorable than terms that may be available in a transaction with an unaffiliated
third party under the same or similar circumstances.
Any member of the Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or
vote on the approval of the transaction. Maxim Integrated will disclose the terms of related person transactions in its filings with the SEC to the
extent required.
The terms of the sale of products and the employment of the individuals described above under the heading “Related Transactions” were not
specifically approved by the Audit Committee because such terms (including compensation terms) were, and continue to be, consistent and
commensurate with those of other similarly situated customers and employees of Maxim Integrated.
MAXIM INTEGRATED PRODUCTS, INC.
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35
2015 NOTICE OF MEETING AND PROXY STATEMENT
Executive Compensation
Executive Officers
The following is information regarding our executive officers, including their positions and their ages as of October 3, 2015.
Name
Age
Position
Tunç Doluca
57
President and Chief Executive Officer
David A. Caron
55
Vice President, Chief Accounting Officer
Vivek Jain
55
Senior Vice President, Technology and Manufacturing Group
Bruce E. Kiddoo
54
Senior Vice President, Chief Financial Officer
Edwin B. Medlin
58
Senior Vice President, General Counsel
Matthew J. Murphy
42
Executive Vice President, Business Units, Sales, and Marketing
Christopher J. Neil
49
Senior Vice President, New Ventures
Steve Yamasaki
61
Vice President, Human Resources
Mr. Doluca—Please see Mr. Doluca’s biography under Proposal No. 1 contained in this proxy statement.
Mr. Caron—joined Maxim Integrated in December 1998 as Director of Accounting. Mr. Caron has served as Maxim Integrated’s Corporate Controller since July 2003 and, prior to that, served as Maxim Integrated’s Director of Accounting from December 1998 to July 2003. Mr. Caron
was appointed Vice President and Principal Accounting Officer in August 2010. Mr. Caron who worked at Ernst & Young LLP, from 1988 to
1995, is a Certified Public Accountant in the state of California.
Mr. Jain—joined Maxim Integrated in April 2007 as Vice President of Wafer Fab Operations. In June 2009, Mr. Jain was promoted to Senior
Vice President, Manufacturing Operations, responsible for all of Maxim Integrated’s manufacturing operations, including wafer fab, test and
assembly operations. Prior to joining Maxim Integrated, Mr. Jain was with Intel Corporation as Plant Manager for Technology Development and
Manufacturing Facility in Santa Clara, California since 2000.
Mr. Kiddoo—joined Maxim Integrated in September 2007 as Vice President of Finance. On October 1, 2008, Mr. Kiddoo was appointed Chief
Financial Officer and Principal Accounting Officer of Maxim Integrated and served as Principal Accounting Officer until August 2010. In September 2009, Mr. Kiddoo was also named a Senior Vice President. Prior to joining Maxim Integrated, Mr. Kiddoo held various positions at
Broadcom Corporation, a global semiconductor company, beginning in December 1999. Mr. Kiddoo served as Broadcom’s Corporate Controller
and Principal Accounting Officer from July 2002 and served as Vice President from January 2003. He also served as Broadcom’s Acting Chief
Financial Officer between September 2006 and March 2007.
Mr. Medlin—joined Maxim Integrated in November 1999 as Director and Associate General Counsel. He was promoted to Vice President and
Senior Counsel in April 2006, was appointed General Counsel in September 2010, and was promoted to Senior Vice President and General
Counsel in May 2015. Prior to joining Maxim Integrated, he was with the law firm of Ropers, Majeski, Kohn and Bentley between 1987 and
1994 where he held various positions, including director. Between 1994 and 1997, he held the positions of General Counsel, and later, General
Manager, at Fox Factory, Inc., a privately held manufacturing company. Between 1997 and 1999 he held the positions of General Counsel and
later, Vice President of Global Sales and Marketing, at RockShox, Inc., a publicly traded corporation.
Mr. Murphy—joined Maxim Integrated in July 1994 and was promoted to Vice President in November 2006 and to Senior Vice President in September
2011. In October 2011, he assumed responsibility for the Communications and Automotive Groups. In May 2015, Mr. Murphy was promoted to Executive Vice President, Business Units and Sales. Prior to November 2006, he served in a number of business unit and executive management positions.
Mr. Neil—joined Maxim Integrated in September 1990, was promoted to Vice President in April 2006, was named Division Vice President in
September 2009 and was promoted to Senior Vice President in September 2011. In May 2015, Mr. Neil was appointed to lead the Company’s
New Ventures Organization. Prior to 2006, he held several engineering and executive management positions.
Mr. Yamasaki—joined Maxim Integrated in April 2010 as Vice President of Human Resources. Prior to joining Maxim Integrated, he was Corporate Vice President of Human Resources of Applied Materials from 2008 to 2010, and was Executive Vice President of Human Resources of
YRC Worldwide from 2004 to 2008. Before joining YRC Worldwide, Mr. Yamasaki was Vice President of Human Resources at ConAgra Foods
Inc. and Honeywell International.
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Discussion
and Analysis
This Compensation Discussion and Analysis provides a review of our executive compensation philosophy, policies and practices with respect to
the following executive officers of Maxim Integrated: the Chief Executive Officer (the “CEO”), the Chief Financial Officer, and the other three
(3) most highly compensated executive officers during fiscal year 2015 (the “Named Executive Officers”).
Executive Compensation Philosophy and Components
The objectives of our executive compensation program are as follows:
• to attract, retain, motivate, and reward the best and brightest
executives who have the talent and experience required to achieve
our goals;
• to align the short-term and long-term interests and objectives of
our executive officers with stockholders;
• to create a high-performance culture by linking total rewards to
company performance, including performance relative to our
peers;
• to recognize executives for their contributions to our success by
rewarding individual performance; and
• to ensure that our executive compensation programs are easily
understood by program participants.
We accomplish these objectives by providing our executives with
compensation components that are specifically linked to either shortterm or long-term corporate and executive performance. The majority
of executive compensation is short-term or long-term variable
compensation. The principal components of our executive compensation are:
• cash performance bonuses; and
• restricted stock units and market share units.
Each of these components is intended to achieve one or more of our
compensation objectives. The Compensation Committee relies on its
judgment in determining the appropriate mix of cash and equity
compensation for our Executive Officers. In general, in order to
encourage a high-performance culture and to align the interests of
our executive officers with those of our stockholders, the Compensation Committee makes a significant portion of each executive officer’s
compensation performance-based with cash performance bonuses
and equity awards, while generally keeping base salaries below
competitive levels. Our variable cash and equity programs are
designed to reward recent performance with cash compensation and
to motivate long-term performance and retention through equity
awards. Both programs are also designed to reward our executives
both for individual and overall corporate performance. Such a structure allows the Compensation Committee flexibility to reward outstanding individual performance and to recognize the contributions of
our executive officers to the overall success of Maxim Integrated.
• base salary;
We Follow Best Practices
Tax Considerations
Section 162(m) of the Code states that public companies cannot
deduct compensation paid to certain of its top executive officers in
excess of $1 million per officer per year. We believe it is in our best
interest, to the extent practical, to have executive officer compensation be fully deductible under Section 162(m). However, the
Compensation Committee also retains the discretion to provide compensation that may not be fully deductible. There is no guarantee that
all compensation paid by the Company will be compliant with Section 162(m) of the Code. The Compensation Committee may decide,
in its discretion, to pay incentive-based compensation or grant equity
awards that do not qualify for the “performance-based compensation”
exception, or that may not be deductible for purposes of Section 162(m) of the Code, if it determines that this is in the best interests of the Company and its shareholders. In a few instances, a
portion of our annual bonus payments to certain of our executive officers does not currently qualify as deductible under Section 162(m),
and restricted stock units do not qualify as deductible under Sec-
tion 162(m). The Compensation Committee will continue to evaluate
whether it is in Maxim Integrated’s best interest to qualify future
incentive awards under Section 162(m). Our 1996 Equity Plan has
been structured with the intention that stock options and MSUs
granted under the plan be qualified as performance-based
compensation not subject to Section 162(m).
Stock Ownership Guidelines
We have stock ownership guidelines for our CEO and members of our
board of directors. These guidelines require our CEO to own shares of
common stock with a value of at least four (4) times his annual base
salary and our outside board members to own shares of common
stock with a value of at least three (3) times the annual retainer paid
to outside directors. Our stock ownership guidelines are available on
the Investor Relations section of our website at http://
www.maximintegrated.com/company/investor/leadership/governance/
pdfs/stock_ownership_guidelines.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 37
2015 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Discussion and Analysis (continued)
Executive Compensation Recoupment Policy
The Company has a policy that provides that in the event of a material
restatement of its financial results due to misconduct, the Compensation Committee shall review the facts and circumstances and take
actions it considers appropriate with respect to the compensation of
any executive officer whose fraud or willful misconduct contributed to
the need for such restatement. Such actions may include, without
limitation, seeking reimbursement of any bonus paid to such executive officer exceeding the amount that, in the judgment of the
Compensation Committee, would have been paid had the financial
results been properly reported.
Hedging Prohibition and Restrictions on Pledging
Company Securities
The Company has a policy that prohibits all of its executive officers
and members of the board of directors from engaging in hedging
transactions involving the Company’s securities as well as limiting the
amount of Company securities that the board of directors and executive officers may pledge. This policy is described in the Corporate
Governance and Board of Directors Matters section of this Proxy
Statement above. No shares of the Company have been pledged by
any of the Company’s executive officers or members of the board of
directors.
Governance of Executive Officer Compensation Program
Role and Members of the Compensation Committee
The members of our Compensation Committee are appointed by our
board of directors. The Compensation Committee is responsible for
determining executive officer compensation. As of the record date,
the Compensation Committee was comprised of three (3) members of
the board of directors, Messrs. James R. Bergman, Robert E. Grady
and A. R. Frank Wazzan, each of whom is an independent, nonemployee director. Since March 1, 2007, Dr. Wazzan has served, and
continues to serve, as Chairman of the Compensation Committee.
The primary purpose of the Compensation Committee is to:
• review and approve corporate goals and objectives relevant to the
compensation of Maxim Integrated’s Chief Executive Officer and
certain other Executive Officers, evaluate CEO performance, and
determine CEO compensation based on this evaluation;
• approve and oversee, in consultation with our CEO, the total
compensation package for certain Executive Officers, including
their base salaries, bonuses, equity-based compensation,
severance benefits and change-in-control benefits (if any);
• approve compensation decisions applicable to our Executive Officers;
• review periodically and make recommendations to the board of
directors regarding any equity or long-term compensation plans,
and administer these plans; and
• make recommendations to the board of directors with respect to
compensation for members of the board of directors and its
committees.
The Compensation Committee operates according to a charter that
details its specific duties and responsibilities. The Compensation
Committee periodically reviews the charter and recommends proposed changes to the board of directors for approval. The Compensation Committee Charter is available on our website in the Corporate
Governance section at http://www.maximintegrated.com/company/
investor/leadership/governance. The charter sets forth the membership requirements, authority and duties of the Compensation Committee, which shall consist of no fewer than two (2) members, all of
38
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
whom (1) meet the independence requirements of the NASDAQ
rules, (2) are “non-employee directors” under the definition of Rule
16b-3 promulgated under Section 16 of the Exchange Act, and
(3) are “outside directors” for purposes of the regulations promulgated under Section 162(m) of the Code. During fiscal year 2015, and
currently, all members of the Compensation Committee met these
criteria.
Process for Evaluating Executive Officer Performance
and Compensation
The Compensation Committee generally holds at least three
(3) scheduled meetings during the year and holds additional meetings
periodically to review and discuss executive compensation issues. The
Compensation Committee Chairman will also provide an update to the
board of directors during a regularly scheduled meeting regarding
Compensation Committee matters when appropriate. In addition,
members of the Compensation Committee communicate on an
informal basis concerning Compensation Committee matters throughout the fiscal year. The Compensation Committee may also consider
and take certain actions by unanimous written consent. In fiscal year
2015, the Compensation Committee, including its two-person Equity
Grant Sub-Committee, held eighteen (18) meetings and did not take
any actions by unanimous written consent.
Our Vice President of Human Resources and our Corporate Secretary
support the Compensation Committee in its work. The Compensation
Committee also has the authority to engage the services of outside
advisors, experts and others for assistance.
Outside Compensation Consultant
In fiscal year 2015, the Compensation Committee engaged an
independent, third party compensation consulting firm, Compensia, to
advise the Compensation Committee and the board of directors on
executive cash and equity compensation matters, including Maxim
Integrated’s new officer compensation plan for fiscal year 2015 as
well as board and board committee compensation. Compensia reports
directly to the Compensation Committee, and the Compensation
2015 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Discussion and Analysis (continued)
Committee has sole authority to hire, terminate and direct the work of
Compensia. The Compensation Committee has assessed the
independence of Compensia pursuant to the NASDAQ Rules and
concluded that Compensia’s work for the Compensation Committee
does not raise any conflicts of interest. For further discussion of the
role of the Compensation Committee in the executive compensation
decision-making process, and for a description of the nature and
scope of Compensia’s assignment, see “Executive Compensation
Benchmark” below.
Role of Management in Executive Compensation
Process
The Compensation Committee seeks input from our Chief Executive
Officer and the Vice President of Human Resources to obtain recommendations with respect to our compensation programs, practices
and packages for executives. Our CEO’s role in the compensationsetting process consists of (1) evaluating executive and employee
performance; (2) assisting in the establishment of business performance targets and objectives; and (3) recommending salary levels and
equity awards. While the Compensation Committee may discuss our
CEO’s compensation package with him, it meets in executive session
in his absence to determine his compensation.
Executive Compensation Benchmark
In August 2014, based on the recommendations of Compensia, and in
consultation with Maxim Integrated’s CEO and Vice President of Human
Resources, the Compensation Committee approved a compensation
peer group to be used for benchmarking and for setting executive compensation for fiscal year 2015. In determining the appropriate
compensation peer group, the Compensation Committee considered
companies within the semiconductor industry that have revenue, number of employees and operations similar to our corresponding components. Many of the companies in this peer group compete with us for
executive talent. Periodically, the Compensation Committee will review
and update the compensation peer group as appropriate.
The compensation peer group members for fiscal year 2015 are as follows:
Altera Corporation
Analog Devices
Atmel
Fairchild Semiconductor
Freescale Semiconductor
International Rectifier
Intersil
KLA-Tencor
Lam Research
The Compensation Committee included Texas Instruments (a much
larger company), Semtech and Silicon Labs in the peer group for
reference purposes only as each compete with us for executive talent.
The Compensation Committee does not target pay at a specific target
percentile. Rather, the Compensation Committee believes that fixed
compensation (primarily base salary) should be relatively modest and
that variable compensation (primarily annual bonus and long-term
incentive opportunities) should provide meaningful upside opportunities tied to performance. In addition, the Compensation Committee believes compensation opportunities should reflect Company
performance, individual roles and performance and retention factors.
Consistent with the foregoing, when setting each compensation
component and total compensation opportunities, the Compensation
Committee considers the following factors in addition to competitive
market data:
Linear Technology
LSI Corporation (now an Avago Technologies company)
Marvell Technology Group
Microchip Technology
NVIDIA
ON Semiconductor
Semtech
Silicon Labs
Texas Instruments
Xilinx
• Each individual’s skills, job scope, experience, and qualifications
relative to other similarly-situated executives at peer companies;
• The Company’s internal value for a position relative to other positions or market practices;
• A subjective assessment of each individual’s contributions to the
Company’s overall performance, ability to lead his or her business
unit or function, work as part of a team, and reflect the Company’s
core values; and
• The Company’s ability to retain “critical talent.”
These factors provide the framework for our Compensation Committee’s decision-making. No single factor above is determinative in setting pay levels, nor is the impact of any one factor on the
determination of pay levels quantifiable.
• The Company’s overall performance relative to peers and established objectives;
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2015 Proxy Statement 39
2015 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Discussion and Analysis (continued)
Evaluation of Named Executive Officer Compensation
2015 Compensation Plan for Executive Officers—
Important Changes from Fiscal 2014
At the 2014 annual meeting, approximately 83% of the votes with
respect to the advisory vote on executive compensation proposal were
in favor of our executive compensation program described in last
year’s proxy statement. In September 2014, the Compensation
Committee adopted a compensation plan for Executive Officers,
including the Named Executive Officers, for fiscal year 2015, which
was similar to the compensation plan in the prior year except the
Compensation Committee decided to:
• Add product development execution metrics (in addition to relative
stock price performance), for purposes of determining the amount
of the annual cash bonus pool to be distributed, which is a percentage of operating income (less the effect of special items),
• Add Cirrus Logic as an eighth (8th) key competitor for the purpose
of measuring the Company’s relative stock price performance for
annual cash bonus calculations, and
• Grant market share units in lieu of stock options (in the prior year,
market share units were only granted to the Company’s Chief
Executive Officer).
Base Salary
Base salaries are used to attract, motivate, and retain highly qualified
executives. Base salary is the primary fixed component of compensation in the executive compensation program and, in addition to the
broader principles summarized above, is determined by:
•
•
•
•
level of responsibility and company impact;
pay levels of similar positions in our peer group;
expertise and experience of the executive; and
competitive conditions in the industry.
Annual base salary increases, if any, are, in addition to the broader
principles summarized above, a reflection of:
• the individual’s performance for the preceding year;
• the Company’s performance;
• the individual’s pay level relative to similar positions in our peer
group;
• anticipated future contributions of the executive; and
• competitive conditions in the industry.
For Named Executive Officers, base salaries are relatively modest
compared to the base salaries paid to similarly situated executives in
the compensation peer group companies.
Fiscal 2015 Base Salary Actions
The Compensation Committee, after a review of individual and overall company performance, as well as market practices for executive compensation, approved base salary increase for one of our Named Executive Officers as set forth in the table below:
Annualized 2015
Base Salary ($)
% Increase
from 2014
590,000
—
Named Executive Officer
Title
Tunç Doluca
President and Chief Executive Officer
Bruce E. Kiddoo
Senior Vice President and Chief Financial Officer
400,000
—
Matthew J. Murphy
Executive Vice President, Business Units, Sales, and Marketing
470,000(1)
18
Vivek Jain
Senior Vice President, Technology and Manufacturing Group
400,000
—
Christopher J. Neil
Senior Vice President, New Ventures
410,000
—
(1) Mr. Murphy’s annual base salary was increased by $10,000 to $410,000 in September 2014, and then increased to $470,000 in May 2015 in connection with his promotion to Executive Vice President, Business
Units and Sales.
Fiscal Year 2015 Annual Cash Performance Bonuses
under 2015 Compensation Plan
In September 2014, the Compensation Committee approved a cash
incentive compensation plan for executive officers applicable to fiscal
year 2015 performance. The following is a description of the fiscal
year 2015 annual bonus pool:
Bonus Pool Size
The aggregate cash bonus pool available for distribution to all executive officers of the Company, including the Named Executive Officers,
ranges from 0.63% to 1.17% of the Company’s operating income (as
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MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
determined under accounting principles generally accepted in the
United States (“GAAP”)), excluding the effect of special items, based
upon the following metrics:
• Adjusted +/-10% Linearly: The metrics that determine the
percentage of the Company’s operating income available for distribution to the executive officers is year-over-year stock price
performance of the Company relative to a peer group consisting of
eight (8) competitors (listed below) by comparing average closing
prices of common stock of Maxim Integrated and the competitors
for the period from April 1, 2015 through June 30, 2015 to the
average closing prices of the common stock of such companies
for the same period in 2014.
2015 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Discussion and Analysis (continued)
• Peer Group: Analog Devices, Cirrus Logic, Intersil, Linear
Technology, NXP Semiconductors, Semtech, Silicon Laboratories.
and Texas Instruments (collectively, the “Peer Group”).
• Adjusted +/-20% Linearly: Product development execution performance, including design engineering man-months introduced
and stopped as well as product development cycle time.
Compensation Plan Targets
• Target Operating Income: The target operating income at the
beginning of fiscal year 2015 was approximately $679 million.
• Target Total Bonus Pool: The aggregate target cash bonus available for distribution to all Executive Officers was $6.11 million.
• No Annual Cash Bonus: In the event actual fiscal year 2015 operating income (excluding the impact of special items) is less than
fifty percent (50%) of target operating income of $679 million, no
annual cash bonus will be payable to Executive Officers.
The target bonus pool size, operating income, and aggregate bonus
pool under the compensation plan are as follows:
• Target Bonus Pool Size: The target aggregate cash bonus pool is
an amount equal to 0.9% of the Company’s operating income as
determined under GAAP, excluding the effect of special items.
The chart below depicts the calculation of the aggregate bonus pool to be distributed to all Executive Officers:
Total Officer Bonus Pool ($M)
$12
Target FY15 Op
Inc = $679M
$10
$8
Actual FY15 Op
Inc = $567.9M
Nominal
Relative Stock
Price
Performance
Product
Development
Execution
$6
$4
$2
$0
$300
$400
$500
$600
$700
$800
$900
FY15 Operating Income Excluding the Effect
of Special items ($M)
Selection of Operating Income and Modulators of
Bonus Pool
Impact Points, Allocation of Bonus Pool to Executive
Officers
We selected operating income as the primary program metric (as a
basis to determine the overall size of the cash bonus pool) because
we deem it to be an objective and clear measure of our operating
performance. It demonstrates efficiency of company performance and
aligns financial reporting with compensation calculations and cannot
be easily manipulated. We selected relative stock price growth as a
program metric because we believe that our stock price is an overall
indicator of our success and financial health. We selected this competitor group to measure relative stock price performance because we
consider this group to be comprised of our closest competitors, not
only for the sale of analog and mixed-signal semiconductor products
but also competition for key talent. We selected product development
execution metrics to measure top-line growth and productivity.
Each Executive Officer’s share of the bonus pool is dependent upon
his or her impact points, which are determined at the beginning of the
fiscal year and subject to adjustment following the completion of the
fiscal year. The number of impact points is based in part on the
Executive Officer’s level of responsibility and relative value of the
Executive Officer’s impact on Maxim Integrated’s performance as
compared to the other executives for the fiscal year. Impact points are
expressed as a percentage of the pool. Each participant’s share of the
bonus pool equaled the product of (a) the percentage determined by
taking his or her total impact points, as approved by the Compensation Committee at the end of the fiscal year, and dividing them by the
total number of impact points allocated to all Executive Officers,
(b) their individual performance, which is measured as a percentage
of the Executive Officer’s performance goals met over the period, and
(c) the bonus pool calculated as described above.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 41
2015 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Discussion and Analysis (continued)
Formula to Calculate Individual Bonuses:
Individual Impact Points %
X
Individual Performance % X
Actual Results for Fiscal Year 2015 under Cash Bonus
Pool and Bonus Payouts to Executive Officers
Performance Bonus Pool
=
Performance Bonus
• +/-20% Linearly: Product development execution performance
resulted in a reduction of approximately -15.3% from target.
• Fiscal Year 2015 Operating Income: The Company’s fiscal year
2015 operating income as determined under GAAP, excluding the
effect of special items, was $567.9 million compared to $585.3
million in fiscal year 2014, a 3% decrease. Fiscal year 2015 special items not included in GAAP operating income was $330.6
million.
• Fiscal Year 2015 Total Bonus Pool: The total cash bonus available
for distribution to all Executive Officers was $4.2 million, of which
approximately $3.46 million was distributed to all Executive Officers. The full cash bonus pool was not distributed. The total bonus
pool for Executive Officers was calculated as follows:
In September 2015, the Compensation Committee approved cash
bonuses for the Executive Officers of the Company for their performance during fiscal year 2015 under the cash bonus pool. The following are actual results for fiscal year 2015:
• +/-10% Linearly: Maxim Integrated finished sixth (6th) relative to
the Peer Group (in this case, including Maxim Integrated) based
on a comparison of average closing prices of common stock of
Maxim Integrated and the Peer Group for the period from April 1,
2015 through June 30, 2015 to the average closing prices of the
common stock of such companies for the same period in 2014,
resulting in a -2.5% reduction from target. We do not believe that
our publicly announced and long-standing stock repurchase program or quarterly dividends materially impacted the relative performance of our share price during the applicable measurement
period.
0.9% x $567.9 million = $5.11 million reduced by 18% to $4.2 million
Fiscal Year 2015 Performance Bonuses Paid to the Named Executive Officers
The table below describes each Named Executive Officer’s performance bonus as approved by the Compensation Committee for fiscal year
2015 performance, under the cash bonus pool for Executive Officers:
Impact Points
(As a %)
FY15 Target Performance
Bonus Amount Under
Bonus Pool ($)
Amount of FY15
Performance Bonus Paid
Under Bonus Pool ($)
Additional Bonus for
Individual Performance
Exceeding Target ($)
Tunç Doluca
20
1,222,200
840,000
160,000
Bruce E. Kiddoo
10
611,100
420,000
115,724
Matthew J. Murphy
10
940,000*
420,000
216,414
Named Executive Officer
Vivek Jain
10
611,100
420,000
83,000
Christopher J. Neil
10
611,000
409,621
—
*
Mr. Murphy was promoted in May 2015. Mr. Murphy’s target bonus amount was increased in connection with his promotion.
Equity Compensation under 2015 Compensation
Program
We believe equity compensation is an effective way to align the interests of our Executive Officers with those of our stockholders in order
to achieve long-term stock price growth. In designing our equity
compensation program, we take into account stockholder concerns
about stock usage and dilution. Equity awards are granted by the
Compensation Committee or its Equity Grant Sub-Committee at duly
noticed meetings. In fiscal 2015, we utilized a mix of restricted stock
units and market share units to compensate our Executive Officers.
We believe that market stock units align our Executive Officers’ interests with those of our stockholders, as the Executive Officers benefit
from future stock price appreciation relative to an index, while
42
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
restricted stock units promote strong current retention incentives for
Maxim Integrated’s Executive Officers.
We did not grant any stock options in fiscal 2015.
Equity Awards for Fiscal Year 2015
Market Share Units
An aggregate award of 254,004 market share units at target was made
on September 2, 2014 to all Executive Officers, including the Named
Executive Officers. These MSUs vest on August 15, 2018, in each case
subject to continued employment on the applicable vesting date. The
number of MSUs that will ultimately vest and be issued is based upon
the Company’s stock price relative to the performance of the SPDR
S&P Semiconductor Index (XSD) measured over a four-year period.
2015 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Discussion and Analysis (continued)
MSUs were granted in lieu of stock options.
Restricted Stock Units
All Executive Officers, including the Named Executive Officers, were
granted an aggregate of 305,508 restricted stock units on September 2, 2014. These restricted stock units vest over eight
(8) quarters in 2016 and 2018.
In addition, all Executive Officers, including the Named Executive
Officers, were granted an aggregate of 214,500 restricted stock units
on May 5, 2015. These restricted stock units generally vest over four
(4) quarters in 2017 except for restricted stock units granted to Matthew J. Murphy and another executive officer in connection with their
promotions. The primary purpose of the award made to the Executive
Officers on May 5, 2015 was to provide restricted stock units that vest
in 2017 so that Executive Officers have unvested equity awards in
2016, 2017, and 2018, similar to substantially all other equity eligible
employees.
Although we believe that long-term equity incentives are an important
part of our compensation program and that they align the interests of
our executives with those of our stockholders, we also recognize the
importance of limiting the stockholder dilution associated with our
equity compensation programs. The foregoing awards were a result of
balancing these two (2) competing objectives.
The table below depicts the number of restricted stock units and MSUs granted to the Named Executive Officers in fiscal year 2015:
# of Restricted Stock
Units Granted in
Sept. 2014
# of Restricted Stock
Units Granted in
May 2015
# of MSU at Target
granted in Sept.
2014
Tunç Doluca
76,000
38,000
66,000
Bruce E. Kiddoo
30,000
15,000
25,000
Matthew J. Murphy
30,000
92,500
25,000
Vivek Jain
30,000
15,000
25,000
Christopher J. Neil
30,000
11,000
25,000
Name
Employee Stock Purchase Plan
Our stockholders approved the 2008 ESP Plan at the 2008 annual
meeting of stockholders and approved amendments to the 2008 ESP
Plan to increase the number of shares available for issuance under
the 2008 ESP Plan at each of the annual meetings of stockholders
held from 2009 to 2014. Pursuant to the 2008 ESP Plan, employees
and officers who meet certain eligibility qualifications are able to
purchase Maxim Integrated’s common stock at a discount of up to
fifteen percent (15%) from the market price. Employee contributions
are made through payroll deductions.
Benefits and Perquisites
Maxim Integrated’s philosophy regarding benefits for our employees,
including executives, is that they should be competitive with the
market in order to attract and retain a high quality workforce, meet
the needs of our employees, encourage employee well-being, and
provide protection from catastrophic events. We provide medical,
dental and vision insurance coverage to executives that are generally
available to other full-time employees, including basic group life
insurance and disability insurance. For all management employees,
including our officers, we pay the premiums for executive life
insurance, executive disability and umbrella liability insurance plans.
We also offer a tax qualified 401(k) plan in which all U.S. based
employees, including officers, are eligible to participate. All of our
Named Executive Officers participated in our 401(k) plan during fiscal
year 2014. In fiscal year 2015, employees were eligible to receive a
matching contribution from Maxim Integrated equal to one hundred
percent (100%) of the before-tax contributions made by the employee
up to three percent (3%) of total cash compensation. Under certain
limited circumstances we have provided reimbursement of expenses
for tax preparation for certain executives (and all of such reimbursements to date have been de minimis).
The Compensation Committee reviews the perquisites provided to
executive officers as part of its overall review of executive compensation. The Compensation Committee has determined the type and
amount paid in perquisites to be within the appropriate range of
competitive compensation practices. Details regarding the named
executive officer’s perquisites, including fiscal year 2014 cost to
Maxim Integrated, are shown in the Summary Compensation Table
under the “All Other Compensation” column and the accompanying
narrative.
Employment Agreements
Several years ago, we entered into an at-will employment agreement
with Mr. Doluca. The agreement does not grant any right to be
retained by us, and we may terminate the employment of Mr. Doluca
either with or without cause at any time. In the event of any termination of employment by Maxim Integrated, all compensation and
benefits, except benefits provided by law (e.g., COBRA health
insurance continuation benefits) immediately cease to accrue. However, in the event of termination of employment by Maxim Integrated
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 43
2015 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Discussion and Analysis (continued)
without cause, severance payments are to be made in accordance
with our normal policy then in effect, if any, or as otherwise mutually
agreed between Maxim Integrated and Mr. Doluca.
This agreement provides that if Mr. Doluca terminates his full-time
employment with us and his written notice of termination provides
that he is willing to provide certain consulting services to us, we will
make health insurance coverage available to him and his family during the period of provision of such services (or willingness to provide
services) by Mr. Doluca. The terms of his service, unless otherwise
agreed, will provide for part-time services (up to one (1) day per
month) and annual compensation equal to at least five percent
(5%) of his base salary at the time of termination, provided that services are rendered. Health insurance coverage will be similar to that
under the group health plan we maintain for our employees.
During the ten-year period following the notice of termination,
Mr. Doluca will pay the same amount for health coverage as a similarly situated full-time employee is required to pay for coverage under
our group health plan. After such ten-year period, he will pay us what
the cost of the coverage would be if it were being provided pursuant
to COBRA health insurance continuation benefits. In the event of
Mr. Doluca’s death while receiving health insurance coverage, his
spouse is eligible for health insurance coverage until death so long as
the surviving spouse pays for the coverage. In the event Mr. Doluca
becomes disabled while receiving health insurance coverage, he is
deemed to have met his service obligations to us during the disability
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MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
period. Upon reaching age sixty-five (65), Medicare becomes the
primary payer of medical expenses incurred by Mr. Doluca. All of
such continued health insurance coverage terminates upon the
occurrence of certain disqualifying events, including, but not limited
to, if he competes with Maxim Integrated or becomes eligible for
health insurance coverage elsewhere.
Post-Employment Obligations
The at-will employment agreement with Mr. Doluca provides that in
the event of termination of employment by Maxim Integrated without
cause, severance payments are to be made in accordance with our
normal policy then in effect, if any, or as otherwise mutually agreed
between Maxim Integrated and Mr. Doluca. Maxim Integrated does
not currently have any normal policy with respect to severance payments to former executives.
Reasonableness of Compensation
The Compensation Committee believes it is fulfilling our compensation
objectives and in particular, rewarding Executive Officers in a manner
that supports our strong pay-for-performance philosophy. Executive
compensation is tied to our performance and is structured to ensure
that there is an appropriate balance between our long-term and shortterm performance, and also a balance between our operational performance and stockholder return. The Compensation Committee
believes the average target pay position relative to market and pay mix
are reasonable and appropriate.
2015 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Committee Report
Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402 (b) of Regulation
S-K with management and, based on such review and discussions, our Compensation Committee recommended to the board of directors that
the Compensation Discussion and Analysis be included in this proxy statement and in our Annual Report on Form 10-K for the fiscal year
ended June 27, 2015.
Compensation Committee
A.R. Frank Wazzan, Chairman
James R. Bergman
Robert E. Grady
MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Proxy Statement
45
2015 NOTICE OF MEETING AND PROXY STATEMENT
Summary Compensation Table
The compensation for Maxim Integrated’s Chief Executive Officer, Chief Financial Officer, and the three (3) other most highly compensated
executive officers (together, “Named Executive Officers”) for all services rendered in all capacities to Maxim Integrated and its subsidiaries
during the fiscal year ended June 27, 2015 is set forth below.
Fiscal Year 2015 Summary Compensation Table
Stock Awards
Name and Principal Position
Tunç Doluca
President and
Chief Executive Officer
Salary
($)
Year
Bonus
($)
Restricted
Stock Unit
Awards
($) (1)
Market
Share Unit
Awards
($) (2)
2015 590,000 160,000 3,253,011 1,032,240
2014 590,000
—
2013 560,000
5,814
Option
Awards
($) (3)
Non-Equity
Incentive
Plan
All Other
Compensation Compensation
(4)
($)
($)
Total
($)
—
840,000
15,845(5) 5,891,096
— 1,100,400 1,149,568
900,000
16,105(6) 3,756,073
— 1,869,000 1,046,466 1,130,967
16,518(7) 4,628,765
Bruce E. Kiddoo
Senior Vice President and
Chief Financial Officer
2015 400,000 115,724 1,284,083
391,000
—
420,000
6,262(8) 2,617,069
2014 400,000
—
411,494
—
540,973
559,337
8,106(9) 1,919,910
2013 385,000
73,159
444,314
—
513,563
565,483
8,216(10) 1,989,735
Matthew J. Murphy
Executive Vice President,
Business Units, Sales, and Marketing
2015 470,000 216,414 3,639,581
391,000
—
420,000
15,617(11) 5,152,612
2014 400,000 101,308
411,494
—
540,973
502,187
16,963(12) 1,972,925
2013 375,000
18,328
444,314
—
513,563
565,483
19,676(13) 1,936,364
Vivek Jain
Senior Vice President,
Technology and Manufacturing Group
2015 400,000
83,000 1,284,083
391,000
—
420,000
19,004(14) 2,597,087
Christopher J. Neil
Senior Vice President,
New Ventures
2014 400,000
—
411,494
—
540,973
485,740
19,693(15) 1,857,900
2013 375,000
41,226
444,314
—
544,878
565,483
24,285(16) 1,995,186
2015 410,000
— 1,164,444
391,000
—
409,621
11,711(17) 2,386,776
2014 410,000
—
411,494
—
540,973
485,740
11,112(18) 1,859,319
2013 400,000
—
444,314
—
491,918
530,913
12,183(19) 1,879,328
(1) The aggregate grant date fair value of restricted stock units awarded in fiscal years 2015, 2014
and 2013, respectively, computed in accordance with FASB ASC Topic 718. In each case, the
aggregate grant date fair value disregards an estimate of forfeitures. The assumptions used in the
valuation of these awards are set forth in Note 6, “Stock-Based Compensation,” of the Notes to
Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended
June 27, 2015.
(2) Represents the aggregate grant date fair value of MSUs awarded in fiscal years 2015, 2014, and
2013 computed in accordance with FASB ASC Topic 718. The aggregate grant date fair value
disregards an estimate of forfeitures.
(3) Represents the aggregate grant date fair value of grants awarded in fiscal years 2015, 2014 and
2013, respectively, computed in accordance with FASB ASC Topic 718. In each case, the aggregate
grant date fair value disregards an estimate of forfeitures. For the assumptions used in the
valuation of these awards and other relevant information, see Note 6, “Stock-Based
Compensation,” to the Consolidated Financial Statements of our Annual Report on Form 10-K for
the fiscal year ended June 27, 2015.
(4) Reflects payments earned under the non-equity incentive plan that were paid in the subsequent
fiscal year. These payments are performance bonuses under Maxim Integrated’s bonus plan for
officers.
(5) Reflects Mr. Doluca’s Company paid (i) executive disability premium of $5,445 and (ii) matching
401(k) contributions of $10,400.
(6) Reflects Mr. Doluca’s Company paid (i) executive disability premium of $3,865, (ii) umbrella
liability insurance premium of $1,840 and (iii) matching 401(k) contributions of $10,400.
(7) Reflects Mr. Doluca’s Company paid (i) executive disability premium of $3,865, (ii) umbrella
liability insurance premium of $2,453 and (iii) matching 401(k) contributions of $10,200.
(8) Reflects Mr. Kiddoo’s Company paid (i) executive disability premium of $3,800 and (ii) matching
401(k) contributions of $2,462
(9) Reflects Mr. Kiddoo’s Company paid (i) executive disability premium of $5,034, (ii) umbrella liability
insurance premium of $610 and (iii) matching 401(k) contributions of $2,462.
46
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
(10) Reflects Mr. Kiddoo’s Company paid (i) executive disability premium of $5,034, (ii) umbrella liability
insurance premium of $813, (iii) matching 401(k) contributions of $2,369.
(11) Reflects Mr. Murphy’s Company paid (i) executive life insurance premium of $2,674, (ii) executive
disability premium of $2,543, and (iii) matching 401(k) contributions of $10,400.
(12) Reflects Mr. Murphy’s Company paid (i) executive life insurance premium of $1,972, (ii) executive
disability premium of $3,744, (iii) umbrella liability insurance premium of $610 and (iv) matching
401(k) contributions of $10,637.
(13) Reflects Mr. Murphy’s Company paid (i) executive life insurance premium of $4,681, (ii) executive
disability premium of $3,744, (iii) umbrella liability insurance premium of $813 and (iv) matching
401(k) contributions of $10,438.
(14) Reflects Mr. Jain’s Company paid (i) executive life insurance premium of $4,625, (ii) executive
disability premium of $3,979, and (iii) matching 401(k) contributions of $10,400.
(15) Reflects Mr. Jain’s Company paid (i) executive life insurance premium of $3,439, (ii) executive
disability premium of $4,944, (iii) umbrella liability insurance premium of $610 and (iv) matching
401(k) contributions of $10,700.
(16) Reflects Mr. Jain’s Company paid (i) executive life insurance premium of $8,064, (ii) executive
disability premium of $4,944, (iii) umbrella liability insurance premium of $813 and (iv) matching
401(k) contributions of $10,464.
(17) Reflects Mr. Neil’s Company paid (i) executive life insurance premium of $3,644, (ii) executive
disability premium of $3,147, and (iii) matching 401(k) contributions of $4,920.
(18) Reflects Mr. Neil’s Company paid (i) executive life insurance premium of $2,736, (ii) executive
disability premium of $2,846, (iii) umbrella liability insurance premium of $610 and (iv) matching
401(k) contributions of $4,920.
(19) Reflects Mr. Neil’s Company paid (i) executive life insurance premium of $3,478, (ii) executive
disability premium of $2,846, (iii) umbrella liability insurance premium of $813 and (iv) matching
401(k) contributions of $5,046.
2015 NOTICE OF MEETING AND PROXY STATEMENT
Grants of Plan-Based Awards
The following table shows certain information regarding grants of plan-based awards to the Named Executive Officers for the fiscal year ended
June 27, 2015, which includes estimated possible performance bonuses under our cash bonus plan and equity grants.
Grants of Plan-Based Awards in Fiscal Year 2015
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
All Other Stock
Awards: Number
of Restricted
Stock & Market
Share Units
(#)
9/2/2014
715,541
1,022,202
1,328,862
142,000
30.76
3,148,674
38,000
32.28
1,136,576
55,000
30.76
1,226,435
15,000
32.28
448,649
55,000
30.76
1,226,435
92,500
32.28
2,804,147
55,000
30.76
1,226,435
15,000
32.28
448,649
55,000
30.76
1,226,435
11,000
32.28
329,009
Estimated Possible Payouts under
Non-Equity Incentive Plan Awards
Name
Tunç Doluca
5/5/2015
Bruce E. Kiddoo
9/2/2014
357,771
511,101
664,431
5/5/2015
Matthew J. Murphy
9/2/2014
357,771
511,101
664,431
5/5/2015
Vivek Jain
9/2/2014
357,771
511,101
664,431
5/5/2015
Christopher J. Neil
9/2/2014
5/5/2015
357,771
511,101
664,431
Exercise or
base price of
option awards
($/Sh)
Grant date
fair value of
stock and
option awards
($) (1)
(1) This column reflects the aggregate grant date fair value of all awards on the grant date computed in accordance with FASB ASC 718 and disregards an estimate of forfeitures related to service-based vesting
conditions. The assumptions used in the valuation of these awards are set forth in Note 6, “Stock-Based Compensation,” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for
the fiscal year ended June 27, 2015.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 47
2015 NOTICE OF MEETING AND PROXY STATEMENT
Outstanding Equity Awards at June 27, 2015
The following table provides certain information regarding outstanding equity awards as of June 27, 2015 held by the Named Executive Officers.
Outstanding Equity Awards at June 27, 2015
Name
Tunç Doluca
Number of
securities
underlying
unexercised
options (#)
exercisable
Option Awards
Number of
securities
underlying
Option
unexercised
exercise
options (#)
price
unexercisable
($)
229,860
176,184
Bruce E. Kiddoo
Matthew J. Murphy
18.11
12/1/2016
—
3,961,500
126,000(4)
4,378,500
16.58
9/7/2017
—
—
—
—
22.28
9/6/2018
—
—
—
—
—
167,088(6)
27.30
9/4/2019
—
—
—
—
—
170,000(7)
28.16
9/3/2020
—
—
—
—
32,394
—
18.11
12/1/2016
21,436
—
16.58
9/7/2017
—
—
—
—
33,616
33,616(10) 22.28
9/6/2018
—
—
—
—
1,728
80,272(11) 27.30
9/4/2019
—
—
—
—
—
80,000(12) 28.16
9/3/2020
—
—
—
—
33,616(13)
71,808
22.28
9/6/2018
80,272(16) 27.30
9/4/2019
80,000(17)
52,772(8)
126,105(14)
—
—
1,833,827
4,382,149
—
25,000(15)
—
868,750
—
28.16
9/3/2020
9/6/2018
4,228
82,772(21) 27.30
9/4/2019
—
—
—
—
—
80,000(22) 28.16
9/3/2020
—
—
—
—
25,000(20)
—
868,750
23,000
—
12.82
12/12/2015
87,772
—
18.11
12/1/2016
—
—
—
—
91,612
—
16.58
9/7/2017
—
—
—
—
42,840(25)
48,772(23)
1,833,827
—
868,750
31,116(18) 22.28
52,772(19)
—
25,000(9)
31,116
42,840
1,694,827
25,000(24)
868,750
22.28
9/6/2018
—
—
—
—
—
78,544(26) 27.30
9/4/2019
—
—
—
—
—
80,000(27)
9/3/2020
—
—
—
—
28.16
(1) Market value is computed by multiplying the closing price ($34.75 per share) of Maxim Integrated’s
common stock on the last trading day of the fiscal year (June 26, 2015) by the number of shares
reported in the adjacent left column.
(2) Market value is computed by multiplying the closing price ($34.75 per share) of Maxim Integrated’s
common stock on the last trading day of the fiscal year (June 26, 2015) by the number of shares
reported in the adjacent left column.
(3) 114,000 shares each vest over 12 consecutive quarters beginning on February 15, 2016.
(4) 60,000 shares vest on August 14, 2015 and 66,000 shares vest on August 15, 2018, respectively, if
specific performance metrics are met.
(5) 38,617 shares vest on August 15, 2015 and November 15, 2015, respectively.
(6) 167,088 shares vest in quarterly installments during calendar year 2016.
(7) 170,000 shares vest in quarterly installments during calendar year 2017.
(8) 3,886 shares vested on August 15, 2015 and November 15, 2015, respectively, and 45,000 shares
vest over 12 consecutive quarters beginning February, 2016.
(9) 25,000 shares vest on August 15, 2018 if specific performance metrics are met.
(10) 16,808 shares vest on August 15, 2015 and November 15, 2015, respectively.
(11) 864 shares vest on August 15, 2015 and November 15, 2015, respectively, and 78,544 shares each
vest over four (4) consecutive quarters beginning February 15, 2016.
(12) 80,000 shares vest in quarterly installments during calendar year 2017.
(13) 16,808 shares vest on August 15, 2015 and November 15, 2015, respectively
(14) 7,772 shares vest over two consecutive quarters beginning on August 15, 2015. 8,333 shares vest
over two consecutive quarters beginning on August 15, 2015. 40,000 shares vest quarterly over four
48
114,000(3)
77,234(5)
—
Christopher J. Neil
—
Market Share Unit Awards
Number of
Market value of
shares or
shares or units
units of stock
of stock that
that have not
have not
vested
vested
(#)
($) (2)
77,234
1,728
Vivek Jain
Option
expiration
date
Restricted Stock Unit Awards
Market value
Number of
of shares or
shares or units
units of stock
of stock that
that have not
have not vested
vested
(#)
($) (1)
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(27)
consecutive quarters beginning on February 15, 2016. 40,000 shares vest quarterly over four
consecutive quarters beginning on February 15, 2017. 30,000 shares vest quarterly over four
consecutive quarters beginning on February 15, 2018.
25,000 shares vest on August 15, 2018 if specific performance metrics are met.
80,272 shares vest in quarterly installments during calendar year 2016.
80,000 shares vest in quarterly installments during calendar year 2017.
15,558 shares vest on August 15, 2015 and November 15, 2015, respectively.
3,886 shares vested on August 15, 2015 and November 15, 2015, respectively, and 45,000 shares
vest over 12 consecutive quarters beginning February, 2016.
25,000 shares vest on August 15, 2018 if specific performance metrics are met.
2,114 shares vest on August 15, 2015 and November 15, 2015, respectively, and 78,544 shares
vest in quarterly installments during calendar year 2016.
80,000 shares vest in quarterly installments during calendar year 2017.
3,886 shares vested on August 15, 2015 and November 15, 2015, respectively. 15,000 shares vest
in quarterly installments during calendar year 2016, 11,000 shares vest in quarterly installments
during calendar year 2017 and 15,000 shares vest in quarterly installments during calendar year
2018.
25,000 shares vest on August 15, 2018 if specific performance metrics are met.
21,420 shares vest on August 15, 2015 and November 15, 2015, respectively.
78,544 shares vest in quarterly installments during calendar year 2016.
80,000 shares vest in quarterly installments during calendar year 2017.
2015 NOTICE OF MEETING AND PROXY STATEMENT
Option Exercises and Stock Vested
The following table provides certain information regarding option exercises and vesting of restricted stock units with respect to the Named
Executive Officers during fiscal year 2015.
Option Exercises and Stock Vested in Fiscal Year 2015
Option Awards
Restricted Stock and Market Share
Unit Awards
Number of shares
acquired on
exercise (#)
Value realized on
exercise
($) (1)
Number of shares
acquired on
vesting (#)
Value realized on
vesting
($) (2)
130,344
2,389,027
42,476
1,296,792
Bruce E. Kiddoo
50,000
827,365
16,402
527,822
Matthew J. Murphy
60,344
871,520
20,569
669,937
Name
Tunç Doluca
Vivek Jain
Christopher J. Neil
33,218
619,258
16,402
527,822
112,000
2,251,851
16,402
527,822
(1) The value realized on exercise is the number of shares acquired on exercise multiplied by the difference between the market price upon exercise and the exercise price.
(2) The value realized is the number of shares vesting multiplied by the fair market value of Maxim Integrated’s common stock on the respective vesting date.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 49
2015 NOTICE OF MEETING AND PROXY STATEMENT
Non-Qualified Deferred Compensation
We do not have any non-qualified deferred compensation agreements, plans or arrangements for and as of the year ended June 27,
2015 with respect to the Named Executive Officers.
Employment Contracts and Change in Control
Arrangements
Mr. Doluca is a party to an agreement with us, pursuant to which he
may be entitled to certain severance payments and benefits under the
specified circumstances.
For further information and detail regarding the above-mentioned
agreements and change in control arrangements, please see
“Compensation Discussion and Analysis” contained in this proxy
statement.
Change-of-Control
We currently have a “double trigger” change-of-control plan (the
“Severance Plan”) covering substantially all of our full-time employees, including our Named Executive Officers. The Severance Plan
provides for the payment of certain benefits in the event a Named
Executive Officer is terminated without cause or resigns for good reason during the 24-month period following a change-of-control of
Maxim Integrated or within the period following the public
announcement of, but prior to, the closing of a change-of-control
event. In serving the interest of stockholders, the Severance Plan is
designed to help retain the employees of the Company, help maintain
a stable work environment and provide certain economic benefits to
employees in the event their employment is terminated in the circumstances described below.
A change-of-control is defined as:
• a merger or consolidation of Maxim Integrated in which more than
fifty percent (50%) of the outstanding voting power changes
hands;
• a sale of all or substantially all of Maxim Integrated’s assets;
• the acquisition of more than fifty percent (50%) of Maxim
Integrated’s voting power by any person or group; or
• a change in the composition of our board of directors, such that a
majority of directors are no longer “Incumbent Directors”
(Incumbent Directors are directors as of the date the change-ofcontrol plan was implemented and directors elected other than in
connection with an actual or threatened proxy contest).
50
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
If, during the 24-month period following the change-of-control or
within the period following the public announcement of, but prior to,
the closing of a change-of-control event, the Named Executive Officer’s employment is terminated for reasons other than cause (as
defined in the Severance Plan) or the individual terminates employment for good reason (as defined in the Severance Plan), then the
Named Executive Officer will receive a lump sum cash payment consisting of:
• base salary not yet paid through the date of termination and all
unpaid vacation pay; and
• a severance payment equal to two (2) times the sum of the
Named Executive Officer’s annual base salary in effect immediately prior to the date of termination and the average performance
bonus during the past three (3) years.
In addition, all unvested stock options, restricted stock units, and
market share units are accelerated and become fully vested upon a
change-of-control and a termination without cause (or resignation for
good reason) occurring within twenty-four (24) months following the
change-of-control or within the period following the public
announcement of, but prior to, the closing of a change-of-control
event. All stock options remain exercisable until the end of their stated
term, which is typically ten (10) years from the grant date for options
granted before 2007 and seven (7) years from the grant date for
options granted in 2007 and thereafter. Also, each Named Executive
Officer is eligible to receive continued health insurance benefits at the
Company’s cost for twenty-four (24) months. The Named Executive
Officers are not entitled to receive a gross-up amount to compensate
the officer for any golden parachute excise taxes imposed by the
Code. Our board of directors retains the absolute right to modify and/
or terminate the change-of-control plan and the benefits thereunder
at any time before the occurrence of a change-of-control.
If there had been a termination of employment without cause during
the 24-month period following a change-of-control of Maxim
Integrated or within the period following the public announcement of,
but prior to, the closing of a change-in-control event, then assuming
such termination occurred at the end of fiscal year 2015, the amounts
we estimate that would have been paid to the Named Executive Officers are set forth in the table below. The actual amounts that would
be paid out can only be determined at the time the named executive
officer is terminated from employment.
2015 NOTICE OF MEETING AND PROXY STATEMENT
Potential Payments upon Termination Related to a Change of Control
Payments Upon
Involuntary or Good
Reason Termination
related to a Change of
Control (1)(2)(3)(4) ($)
Name
Type of Payment
Tunç Doluca
Base salary
Performance Bonus
Health plan coverage
Accelerated Vesting of Unvested Equity Awards:
Stock Options
Restricted Stock Units
MSUs
Total
Bruce E. Kiddoo
Matthew J. Murphy
Vivek Jain
Christopher J. Neil
1,180,000
1,913,978
32,503
3,328,214
3,961,500
4,378,500
14,794,695
Base salary
Performance Bonus
Health plan coverage
Accelerated Vesting of Unvested Equity Awards:
Stock Options
Restricted Stock Units
MSUs
Total
800,000
1,029,880
32,503
1,544,418
1,833,827
868,750
6,109,378
Base salary
Performance Bonus
Health plan coverage
Accelerated Vesting of Unvested Equity Awards:
Stock Options
Restricted Stock Units
MSUs
Total
940,000
991,780
32,503
1,544,418
4,382,149
868,750
8,759,600
Base salary
Performance Bonus
Health plan coverage
Accelerated Vesting of Unvested Equity Awards:
Stock Options
Restricted Stock Units
MSUs
Total
800,000
980,815
32,503
1,531,868
1,833,827
868,750
6,047,763
Base salary
Performance Bonus
Health plan coverage
Accelerated Vesting of Unvested Equity Awards:
Stock Options
Restricted Stock Units
MSUs
Total
(1) All amounts are estimated based on an assumed triggering date of last business day (June 26,
2015) of the fiscal year ended June 27, 2015 and the closing price ($34.75 per share) of Maxim
Integrated’s common stock on that date.
(2) The net value of the options is based on the difference between the exercise price of unvested inthe-money options on June 27, 2015 and the closing price ($34.75 per share) of Maxim Integrated’s
common stock on that date multiplied by the number of such options.
820,000
950,849
32,503
1,646,568
1,694,827
868,750
6,013,497
(3) Performance bonus is based on the average of non-equity incentive compensation plan
performance bonus earned for each of the last three fiscal years.
(4) The cost of health insurance benefits is estimated based on the monthly premium the Company
would pay for a similarly situated employee over 24 months.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement 51
2015 NOTICE OF MEETING AND PROXY STATEMENT
Equity Compensation Plan Information
The following table gives information about Maxim Integrated’s common stock that may be issued upon the exercise of options, warrants, and
rights under all of Maxim Integrated’s existing equity compensation plans as of June 27, 2015.
Plan Category
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants, and rights
(b)(2)
Weighted-average
exercise price of
outstanding options,
warrants, and rights ($)
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
17,717,841
25.83
31,732,495(3)
Equity compensation plans
approved by security holders(1)
(1) Represents common stock issuable upon the exercise of options granted under our existing stockholder approved equity compensation plans. Includes 7,129,985 restricted stock units and 414,840 performance
shares which have an exercise price of zero.
(2) This weighted average exercise price does not include the 7,129,985 restricted stock units and 414,840 performance shares which have an exercise price of zero.
(3) Represents 26,313,559 shares of common stock available for issuance under the 1996 Equity Plan and 5,418,936 shares of common stock available for issuance under the 2008 ESP Plan at June 27, 2015.
52
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2015 Proxy Statement
2015 NOTICE OF MEETING AND PROXY STATEMENT
Independent Public Accountants
Audit and Non-Audit Fees
The following table presents fees for professional services rendered by Deloitte & Touche LLP and affiliates for the audit of Maxim Integrated’s
annual financial statements for the fiscal years ended June 27, 2015 and June 28, 2014, respectively, and fees billed for other services rendered by Deloitte & Touche LLP during such fiscal years. All fees set forth below are exclusive of any value-added tax (VAT) or goods and services tax (GST).
Audit Fees (1)
Audit-Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total
Fiscal 2015
Fiscal 2014
$1,912,435
—
160,416
223,412
$2,296,263
$1,867,938
132,000
939,620
189,191
$3,128,749
(1) Audit Fees consist of fees billed for professional services rendered in connection with the audit of Maxim Integrated’s consolidated annual financial statements and review of the interim consolidated financial
statements included in quarterly reports and audit services that are normally provided by Deloitte & Touche LLP and affiliates in connection with statutory and regulatory filings.
(2) Audit-Related Fees consist of assurance and related services provided by Deloitte & Touche LLP that are reasonably related to the performance of the audit or review of Maxim Integrated’s financial statements
and are not reported under Audit Fees.
(3) Tax Fees consist of fees billed for professional services rendered for federal, state and international tax compliance, tax advice and federal, state and international tax planning.
(4) All Other Fees consist of fees for products and services other than the services reported above.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may
include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of
services provided by the independent auditors. Under the policy, pre-approval is generally provided for up to one (1) year and any pre-approval
is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may also provide pre-approval for particular services on a case-by-case basis. For each proposed service, the independent auditor is required to provide
detailed back-up documentation at the time of approval. For fiscal year 2015, there were no audit-related fees, tax fees, or any other fees that
were approved by the Audit Committee pursuant to the “de minimus” exception under Regulation S-X Rule 2-01(c)(7)(i)(C).
MAXIM INTEGRATED PRODUCTS, INC.
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53
2015 NOTICE OF MEETING AND PROXY STATEMENT
Report of the Audit Committee of the Board of
Directors
The Audit Committee (the “Committee”) of the board of directors is comprised entirely of independent directors who meet the independence
requirements of the Marketplace Rules of The NASDAQ Stock Market and the Securities and Exchange Commission. The Committee operates
pursuant to a charter that is available on the Investor Relations section of our website at http://www.maximintegrated.com/company/investor/.
The Committee oversees Maxim Integrated’s financial reporting process on behalf of the board of directors. Management is responsible for the
preparation, presentation and integrity of the financial statements, including establishing accounting and financial reporting principles and
designing systems of internal controls over financial reporting. Maxim Integrated’s independent auditors are responsible for expressing an opinion as to the conformity of Maxim Integrated’s consolidated financial statements with generally accepted accounting principles.
In performing its responsibilities, the Committee has reviewed and discussed, with management and the independent auditors, the audited
consolidated financial statements in Maxim Integrated’s Annual Report on Form 10-K for the year ended June 27, 2015. The Committee has
also discussed with the independent auditors matters required to be discussed by the Public Company Accounting Oversight Board’s Auditing
Standard No. 16, Communications with Audit Committees.
Pursuant to Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” the Committee received written disclosures and the letter from the independent auditors, and discussed with the auditors their independence.
Based on the reviews and discussions referred to above, the Committee recommended to the board of directors that the audited consolidated
financial statements be included in Maxim Integrated’s Annual Report on Form 10-K for the year ended June 27, 2015.
Audit Committee
Joseph R. Bronson, Chairman
James R. Bergman
William D. Watkins
54
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
Appendix A
MAXIM INTEGRATED PRODUCTS, INC.
2008 EMPLOYEE STOCK PURCHASE PLAN
(As amended)1
The Company wishes to attract employees to the Company, its Subsidiaries and Affiliates and to induce employees to remain with the Company,
its Subsidiaries and Affiliates, and to encourage them to increase their efforts to make the Company’s business more successful, whether
directly or through its Subsidiaries and Affiliates. In furtherance thereof, the Plan is designed to provide equity-based incentives to the Eligible
Employees of the Company, its Subsidiaries and Affiliates. The Plan is intended to comply with the provisions of Section 423 of the Code and
shall be administered, interpreted and construed accordingly, although the Company makes no undertaking or representation to maintain such
qualification. In addition, the Plan authorizes the purchase of Shares under a Non-423(b) Component, pursuant to rules, procedures or subplans adopted by the Board of Directors or the Committee and designed to achieve tax, securities law or other objectives.
1. Definitions.
When used herein, the following terms shall have the respective meanings set forth below:
“Affiliate” means any entity, other than a Subsidiary, in which the Company has an equity or other ownership interest.
“Board of Directors” means the Board of Directors of the Company.
“Code” means the Internal Revenue Code of 1986, as amended.
“Code Section 423(b) Component” shall mean an employee stock purchase plan which is designed to meet the requirements set forth in Section 423(b) of the Code, as amended. The provisions of the Code Section 423(b) Plan should be construed, administered and enforced in
accordance with Section 423(b) of the Code.
“Committee” means the committee appointed by the Board of Directors of the Company under Section 3 hereof.
“Common Stock” means the Common Stock, par value $0.001 per share, of the Company.
“Company” means Maxim Integrated Products, Inc., a Delaware corporation.
“Designated Companies” shall mean the Company and any Subsidiary or Affiliate which has been designated by the Board of Directors or the
Committee from time to time in its sole discretion as eligible to participate in the Plan. For purposes of the Code Section 423(b) Component,
only the Company and its Subsidiaries may be Designated Companies, provided, however that at any given time, a Subsidiary that is a Designated Company under the Code Section 423(b) Component shall not be a Designated Company under the Non-423(b) Component.
“Effective Date” means the later of December 15, 2008 or the date of the approval of this Plan by the Company’s stockholders.
“Eligible Compensation” for any pay period means, unless otherwise determined by the Committee, the amount of base salary for such period.
Eligible Compensation does not include, without limitation, any payments for reimbursement of expenses, bonuses, incentive compensation,
overtime, deferred compensation, and other non-cash or non-basic payments, unless otherwise determined by the Committee.
“Eligible Employee” means employees eligible to participate in the Plan pursuant to the provisions of Section 4.
“Enrollment Period” means such period preceding an Offer Period as is specified by the Committee with respect to such Offer Period.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” per Share as of a particular date means (i) if Shares are then listed on a national stock exchange, the closing price per
Share on the exchange for the last preceding date on which there was a sale of Shares on such exchange, as determined by the Committee,
(ii) if Shares are not then listed on a national stock exchange but are then traded on an over-the-counter market, the average of the closing bid
and asked prices for such Shares in such over-the-counter market for the last preceding date on which there was a sale of such Shares in such
market, as determined by the Committee, or (iii) if Shares are not then listed on a national exchange or traded on an over-the- counter market,
such value as the Committee in its discretion may in good faith determine; provided that, where such shares are so listed or traded, the
Committee may make discretionary determinations where the shares have not been traded for 10 trading days.
“Non-423(b) Component” means the grant of an option under the Plan which is not intended to meet the requirements set forth in Section 423(b) of the Code, as amended.
“Offer Date” means the first day of an Offer Period.
1
As approved by the Board of Directors on August 12, 2015 and submitted to stockholders for approval on November 12, 2015.
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2015 Proxy Statement A-1
“Offer Period” means, as applicable, in each case subsequent to the approval of this Plan by the Company’s stockholders, (i) the initial Offer
Period beginning on such date to be determined by the Committee and ending on November 28, 2009 (or, if such date is not a trading day, the
trading day immediately preceding such date, unless otherwise provided by the Committee), (ii) the Offer Period beginning on the business day
immediately following the second to last Friday of May of each year (or, if such date is not a trading day, the trading day immediately following
such date, unless otherwise provided by the Committee) and ending on the second to last Friday of May of the next year (or, if such date is not
a trading day, the trading day immediately preceding such date, unless otherwise provided by the Committee), and (iii) the Offer Period beginning on the business day immediately following the second to last Friday of November of each year unless this day immediately follows the
Thanksgiving holiday in the United States in which case it will be the business day immediately following the last Friday of November of each
year (or, if each such date is not a trading day, the trading day immediately following such date, unless otherwise provided by the Committee)
and ending on the second to last Friday of November of the next year unless this day immediately follows the Thanksgiving holiday in the
United States in which case it will be on the last Friday of November (or, if each such date is not a trading day, the trading day immediately
preceding such date, unless otherwise provided by the Committee). Each Offer Period of approximately 12 months in length (except for the initial Offer Period) may overlap each other as set forth above, and each will consist of 2 Purchase Periods of approximately 6 months in length.
“Participating Employee” means an employee (i) for whom payroll deductions are currently being made or who otherwise contributes to the
Plan, or (ii) for whom payroll deductions are not currently being made or who does not otherwise contribute to the Plan because he or she has
reached the limitation set forth in the first sentence of Section 6.
“Payroll Account” means an account maintained by the Company with respect to each Participating Employee as contemplated by Section 5.
“Plan” means this Maxim Integrated Products, Inc. 2008 Employee Stock Purchase Plan, as it may from time to time be amended, which
includes a Code Section 423(b) Plan and a Non-423(b) Component.
“Plan Year” means the fiscal year of the Company.
“Purchase Date” means, as applicable, the second (2nd) to last Friday of May and November of each year unless this day immediately follows
the Thanksgiving holiday in the United States in which case the Purchase Date will be the last Friday of November of each year.
“Purchase Period” means a specified period of time within an Offer Period beginning on the Offer Date and ending on a Purchase Date. An
Offer Period shall consist of 2 Purchase Periods, each of which shall approximately be 6 months in length.
“Shares” means shares of Common Stock.
“Stock Account” means a brokerage account as contemplated by Section 8.
“Subsidiary” means any corporation that is a “subsidiary corporation” with respect to the Company under Section 424(f) of the Code.
2. Shares Reserved for the Plan.
There shall be reserved for issuance and purchase by employees under the Plan an aggregate of 18,000,000 Shares, subject to adjustment as
provided in Section 12, any or all of which Shares may be granted under the Code Section 423(b) Component. Shares subject to the Plan may
be Shares now or hereafter authorized but unissued, or Shares that were once issued and subsequently reacquired by the Company. If and to
the extent that any right to purchase reserved Shares shall not be exercised by any employee for any reason or if such right to purchase shall
terminate as provided herein, Shares that have not been so purchased hereunder shall again become available for the purposes of the Plan
unless the Plan shall have been terminated, but such unpurchased Shares shall not be deemed to increase the aggregate number of Shares
specified above to be reserved for purposes of the Plan (subject to adjustment as provided in Section 12).
3. Administration of the Plan.
The Plan shall be administered by the Committee appointed by the Board of Directors. The Board of Directors shall consider the rules of Rule
16b-3 promulgated under the Exchange Act in connection with any such appointment, if and to the extent that such appointments may have an
effect thereunder. Each member of the Committee shall serve at the pleasure of the Board of Directors. The acts of a majority of the members
present at any meeting of the Committee at which a quorum is present, or acts approved in writing by a majority of the entire Committee, shall
be the acts of the Committee for purposes of the Plan. If and to the extent applicable, no member of the Committee may act as to matters under
the Plan specifically relating to such member. Notwithstanding the foregoing, the Board of Directors may designate the Compensation Committee of the Board of Directors to act as the Committee hereunder.
The Committee may make such rules and regulations and establish such procedures and sub-plans for the operation and administration of the
Plan as it deems appropriate, including relating to the operation and administration of the Plan to accommodate the specific requirements of
local laws and procedures for jurisdictions outside of the United States. The Committee shall have authority to interpret the Plan, with such
interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law and shall take
any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan or the
administration or interpretation thereof.
A-2
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Proxy Statement
4. Eligible Employees.
Except as described below, all employees of the Company and its Designated Companies shall be eligible to participate in the Plan, provided
that each of such employees does not own, for purposes of Section 423 of the Code, immediately after the right is granted, stock possessing
5% or more of the total combined voting power or value of all classes of capital stock of the Company or of a Subsidiary.
To the extent permitted under local law, the Committee may also exclude from participation in the Plan any or all of (i) a group of highly compensated employees designated by the Committee as being ineligible to participate in the Plan as permitted by Section 423(b)(4)(D) of the Code,
(ii) employees who have been employed by the Company or any Subsidiary for less than 2 years, (iii) employees whose customary employment
is for not more than 5 months in any calendar year, and (iv) employees who customarily work 20 hours per week or less. The employment of an
employee of a Subsidiary or an Affiliate which ceases to be a “Subsidiary” or an “Affiliate” as defined herein shall, automatically and without any
further action, be deemed to have terminated (and such employee shall cease to be an Eligible Employee hereunder).
5. Election to Participate and Payroll Deductions/Contributions.
Each Eligible Employee may elect to participate in the Plan during the Enrollment Period immediately prior to the beginning of each Offer Period
during a Plan Year. Each Eligible Employee may elect a payroll deduction of from 1% to 25% of Eligible Compensation from each paycheck, in
increments of 1% (i.e., 1%, 2%, 3%, etc.), unless otherwise so provided by the Committee. Elections under this Section 5 are subject to the
limits set forth in Section 6. All payroll deductions shall be credited, as promptly as practicable, to a Payroll Account in the name of the Participating Employee. The Committee, in its discretion, may decide that an Eligible Employee may contribute to the Plan by means other than payroll deductions. All funds held by the Company under the Plan shall not be segregated from other corporate funds (except that the Company
may in its discretion establish separate bank or investment accounts in its own name) and may be used by the Company for any corporate
purpose, unless otherwise required by local law.
Each Participating Employee may cancel his or her election to participate in the Plan by signing and delivering written notice to the Committee,
on a form specified for such purpose by the Committee, at such times as may be established by the Committee. In such case, the entire balance in the Payroll Account of such former Participating Employee shall be repaid to such former Participating Employee as promptly as practicable in accordance with Section 9, without interest (unless required by local law). Upon such voluntary withdrawal during an Offer Period by a
Participating Employee, such withdrawing Participating Employee may not be entitled to participate in the Plan again for such time as may be
established by the Committee. Thereafter, such Eligible Employee is eligible to participate in subsequent Offer Periods under the Plan upon
timely delivery of a new enrollment form.
Unless prohibited by any applicable laws, regulations or stock exchange rules, the Committee, in its discretion, may prescribe that, if the Fair
Market Value of the Shares on a Purchase Date within an Offer Period then in progress is lower than the Fair Market Value of the Shares on the
first business day of such Offer Period, then each Participating Employee in such Offer Period shall automatically be deemed (i) to have withdrawn from such Offer Period at the close of the Purchase Period ending on such Purchase Date, and (ii) to have enrolled in a new Offering
Period commencing on the business day immediately following the last Saturday of May or November of each year, as applicable (or, if such
date is not a trading day, the trading day immediately following such date, unless otherwise provided by the Committee).
Subject to the preceding paragraphs of this Section 5, if so provided by the Committee, an Eligible Employee who is a Participating Employee
immediately prior to the beginning of an Offer Period will be deemed (i) to have elected to participate for such Offer Period and (ii) to have
authorized the same percentage payroll deduction for such Offer Period in effect for such Eligible Employee as that in effect (without regard to
Section 6) on the day before such Offer Period. The Committee may adopt the procedures set forth in the foregoing sentence for some but not
all Offer Periods.
6. Limitation of Number of Shares That an Employee May Purchase.
No right to purchase Shares under the Plan shall provide an employee the right to purchase Common Stock under all employee stock purchase
plans of the Company and its Subsidiaries which accrues at a rate which in the aggregate exceeds $25,000 of the fair market value of such
stock (determined under Section 423 of the Code at the time the right is granted) for each calendar year in which the right is outstanding at any
time. Notwithstanding the foregoing, the maximum number of shares of Common Stock that an Eligible Employee may purchase during an Offer
Period shall not exceed 1,600 shares.
7. Purchase Price.
The purchase price for each Share shall be the lesser of (i) 85% of the Fair Market Value of such Shares on the Offer Date and (ii) 85% of the
Fair Market Value of such Shares on the Purchase Date.
8. Method of Purchase.
As of the Purchase Date, each Participating Employee shall be deemed, without any further action, to have purchased the number of whole
Shares which the balance of his or her Payroll Account at that time will purchase, determined by dividing the balance in his or her Payroll
Account not theretofore invested by the purchase price as determined in Section 7.
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All Shares purchased as provided in the foregoing paragraph shall be initially maintained in separate Stock Accounts for the Participating
Employees at a brokerage firm selected by, and pursuant to an arrangement with, the Company. The Company shall deliver the shares to the
Stock Account as soon as reasonably practicable after the close of the applicable Purchase Date, A Participating Employee shall be free to
undertake a disposition (as that term is defined in Section 424 of the Code) of the Shares in his or her Stock Account at any time, whether by
sale, exchange, gift or other transfer of legal title, but, for Participating Employees in the Code Section 423(b) Component, in the absence of
such a disposition of such Shares, unless otherwise provided by the Committee, the Shares must remain in the Participating Employee’s Stock
Account at the brokerage firm so selected until the holding period set forth in Section 423(a) of the Code has been satisfied. With respect to
those Shares for which the Section 423 (a) holding period has been satisfied or which are held by Participating Employees in the NonSection 423(b) Component, the Participating Employee may, without limitation, move those Shares to another brokerage account of the Participating Employee’s choosing or request that a stock certificate be issued and delivered to him or her.
If and to the extent provided by the Committee, for so long as such Shares are maintained in Stock Accounts, all dividends paid with respect to
such Shares shall be credited to each Participating Employee’s Stock Account, and will be automatically reinvested in whole Shares. The
Committee may provide that transaction fees incurred with respect to dividend reinvestment may be paid by the Company.
Unless otherwise provided by the Committee, in no event shall fractional Shares be purchased hereunder, and any remaining cash in a Participating Employee’s Payroll Account resulting from such failure to invest in fractional Shares shall be returned to the Participating Employee as
soon as practicable. Notwithstanding any other provision of the Plan, the Committee may permit the purchase of fractional Shares hereunder
and establish rules and procedures relating thereto.
9. Termination of Participation or Employment.
The right to participate in the Plan shall terminate immediately when a Participating Employee ceases to be employed by the Company or a
Designated Company for any reason (including death or disability) or a Participating Employee otherwise becomes ineligible. Participation also
terminates immediately when the Participating Employee voluntarily cancels his or her election to participate in the Plan as provided in Section 5.
Notwithstanding any other provision of the Plan to the contrary, the Company shall distribute to such former Participating Employee (or, in the
event of death, to his or her estate), the balance in his or her Payroll Account not theretofore invested, without interest (unless required by local
law), any such distribution or payment to be made as soon as practicable. If applicable, fractional Shares will be sold on the open market and
the Participating Employee will receive the net proceeds, if any, after all fees have been paid.
10. Rights as a Stockholder.
At the time funds from a Participating Employee’s Payroll Account are used to purchase the Common Stock, he or she shall have all of the
rights and privileges of a stockholder of the Company with respect to the Shares purchased under the Plan whether or not certificates representing such Shares have been issued.
11. Rights Not Transferable.
Rights granted under the Plan are not transferable by a Participating Employee other than by will or the laws of descent and distribution and are
exercisable during his or her lifetime only by him or her.
12. Adjustment in Case of Changes Affecting Common Stock.
If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of
all or substantially all of the assets or stock of the Company or its Subsidiaries or a transaction similar thereto, (ii) any stock dividend, stock split,
reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company, or any
distribution to holders of Common Stock other than cash dividends, shall occur or (iii) any other event shall occur which in the judgment of the
Committee necessitates action by way of adjusting the number or kind of shares, or both, which thereafter may be sold under the Plan, then the
Committee may forthwith take any such action as in its judgment shall be necessary to preserve to the Participating Employees’ rights substantially proportionate to the rights existing prior to such event, and to maintain the continuing availability of Shares under Section 2 and the
last sentence of Section 6 (if Shares are otherwise then available) in a manner consistent with the intent hereof, including, without limitation,
adjustments in (x) the number and kind of shares subject to the Plan, (y) the purchase price of such shares under the Plan, and (z) the number and kind of shares available under Section 2 and the last sentence of Section 6. To the extent that such action shall include an increase or
decrease in the number of Shares (or units of other property then available) subject to the Plan, the number of Shares (or units) available under
Section 2 and the last sentence of Section 6 above shall be increased or decreased, as the case may be, proportionately, as may be provided by
Committee in its discretion.
Notwithstanding any other provision of the Plan, if the Common Stock ceases to be listed or traded, as applicable, on a national stock exchange
or over-the-counter market (a “Triggering Event”), then, in the discretion of the Committee, (i) the balance in the Participating Employee’s Payroll Account not theretofore invested may be refunded to the Participating Employee, and such Participating Employee shall have no further
rights or benefits under the Plan, (ii) an amount equal to the product of the Fair Market Value of a Share on the date of the Triggering Event
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multiplied by the number of Shares such Participating Employee would have been able to purchase with the balance of his or her Payroll
Account on such Triggering Event if such Triggering Event were the Purchase Date may be paid to the Participating Employee, and such Participating Employee shall have no further rights or benefits under the Plan, or (iii) the Plan may be continued without regard to the application of
this sentence.
13. Amendment of the Plan.
The Board of Directors may at any time, or from time to time, amend the Plan in any respect; provided, however, that the Plan may not be
amended in any way that would cause, if such amendment were not approved Company’s shareholders, the Code Section 423(b) Component
to fail to comply with
(i) the requirements for employee stock purchase plans under Section 423 of the Code; or
(ii) any other requirement of applicable law or regulation;
unless and until stockholder approval is obtained.
14. Termination of the Plan.
The Plan and all rights of employees hereunder shall terminate:
(i) on the date that Participating Employees become entitled to purchase a number of Shares greater than the number of reserved Shares
remaining available for purchase; or
(ii) at any time, at the discretion of the Board of Directors.
In the event that the Plan terminates under circumstances described in (i) above, reserved Shares remaining as of the termination date shall be
subject to Participating Employees on a pro rata basis. No termination of the Plan shall alter or impair any rights outstanding at the time of the
such termination to purchase Shares pursuant to any offering of the right to purchase Shares hereunder.
15. Governmental and Other Regulations; Further Assurances.
The Plan, and the grant and exercise of the rights to purchase Shares hereunder, and the Company’s obligation to sell and deliver Shares upon
the exercise of rights to purchase Shares, shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The Company shall not be required to issue or deliver any certificates
for Shares prior to the completion of any registration or qualification of such Shares under, and the obtaining of any approval under or compliance with, any state or federal law, or any ruling or regulation of any government body which the Company shall, in its sole discretion,
determine to be necessary or advisable. Certificates for Shares issued hereunder may be legended as the Committee may deem appropriate.
The Participating Employee shall take whatever additional actions and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participating Employee pursuant to the Plan.
16. Non-U.S. Subsidiaries.
Without amending the Plan, the Committee may allow for participation under the terms hereunder by Eligible Employees of non-U.S. Subsidiaries and Affiliates with such modifications of the terms and conditions otherwise specified hereunder as may in the judgment of the
Committee be necessary or desirable to foster and promote achievement of the purposes hereof, and, in furtherance of such purposes, the
Committee may make such amendments, procedures and the like and establish such sub-plans as may be necessary or advisable to comply
with provisions of laws (including tax laws) in other countries in which such Subsidiaries and Affiliates operate or have employees.
17. Indemnification of Committee.
The Company shall indemnify and hold harmless the members of the Board of Directors of the Company and the members of the Committee
from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with
the performance of such person’s duties, responsibilities and obligations under the Plan if such person acts in good faith and in a manner that
he or she reasonably believes to be in, or not opposed to, the best interests of the Company, to the maximum extent permitted by law.
18. Withholding; Disqualifying Dispositions.
Notwithstanding any other provision of the Plan, the Company or any Designated Company, as appropriate, shall have the authority and the
right to deduct or withhold, or require a Participating Employee to remit to the Company or the Designated Company, an amount sufficient to
satisfy U.S. federal, state, and local taxes and taxes imposed by jurisdictions outside of the United States (including income tax, social
insurance contributions, payment on account and any other taxes that may be due) required by law to be withheld with respect to any taxable
event concerning a Participating Employee arising as a result of his or her participation in the Plan or to take such other action as may be
necessary in the opinion of the Company or a Designated Company, as appropriate, to satisfy withholding obligations for the payment of taxes.
No shares shall be delivered hereunder to any Participating Employee until the Participating Employee has made arrangements acceptable to
the Company for the satisfaction of these tax obligations with respect to any taxable event concerning the Participating Employee’s participation
in the Plan.
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If Shares acquired under the Plan are disposed of in a disposition that does not satisfy the holding period requirements of Section 423(a) of the
Code, such Participating Employee in the Code Section 423(b) Plan who is employed by a Designated Company which is part of the Company’s
U.S. federal income tax return shall notify the Company in writing as soon as practicable thereafter of the date and terms of such disposition.
19. Notices.
All notices or other communications by a Participating Employee to the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.
20. Severability.
If any particular provision of this Plan is found to be invalid or unenforceable, such provision shall not affect the other provisions of the Plan, but
the Plan shall be construed in all respects as if such invalid provision had been omitted.
21. No Right to Continued Employment.
The Plan and any right to purchase Common Stock granted hereunder shall not confer upon any employee any right with respect to continued
employment by the Company or any Subsidiary or Affiliate, nor shall they restrict or interfere in any way with the right of the Company or any
Subsidiary or Affiliate by which an employee is employed to terminate his or her employment at any time.
22. Captions.
The use of captions in the Plan is for convenience. The captions are not intended to and do not provide substantive rights.
23. Effective Date of the Plan.
The Plan shall be effective as of the Effective Date, provided that the Plan is approved by stockholders prior thereto.
24. Code Section 409A.
The Code Section 423(b) Plan is exempt from the application of Section 409A of the Code. The Non-423(b) Component is intended to be
exempt from Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in
accordance with such intent. In the case of a Participating Employee who would otherwise be subject to Section 409A of the Code, to the extent
an option to purchase Shares or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the option to purchase
Shares shall be granted, paid, exercised, settled or deferred in a manner that will comply with Section 409A of the Code, including the final
regulations and other guidance issued with respect thereto, except as otherwise determined by the Board of Directors or the Committee. Notwithstanding the foregoing, the Company shall have no liability to a Participating Employee or any other party if the option to purchase Common
Stock under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any
action taken by the Board of Director or the Committee with respect thereto.
25. Governing Law.
The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law rules.
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Appendix B
MAXIM INTEGRATED PRODUCTS, INC.
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN1
1. Purposes of the Plan. The purposes of this 1996 Stock Incentive Plan are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees, Directors and Consultants of the Company and its Subsidiaries and to
promote the success of the Company’s business.
2. Definitions. As used herein, the following definitions shall apply:
(a) “Administrator” means the Board or any of the Committees appointed to administer the Plan.
(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act.
(c) “Applicable Laws” means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market
system, and the rules of any foreign jurisdiction applicable to Awards granted to residents therein.
(d) “Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock and Restricted Stock Units.
(e) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted
under the Plan, including an Option Agreement. The Award Agreement is subject to the terms and conditions of the Plan.
(f) “Board” means the Board of Directors of the Company.
(g) “Change in Control” means a change in ownership or control of the Company effected through either of the following transactions:
(i) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange
offer made directly to the Company’s stockholders which a majority of the Continuing Directors who are not Affiliates or Associates of the
offeror do not recommend such stockholders accept, or
(ii) a change in the composition of the Board over a period of thirty-six (36) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of
individuals who are Continuing Directors.
Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A, then, to the extent
necessary to comply with the requirements of Section 409A with respect to the payment of any amounts thereunder deemed to constitute
“nonqualified deferred compensation” subject to Section 409A, the Company will not be deemed to have undergone a Change in Control unless
the Company is deemed to have undergone a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).
(h) “Code” means the Internal Revenue Code of 1986, as amended.
(i) “Committee” means any committee appointed by the Board to administer the Plan.
(j) “Common Stock” means the Common Stock of the Company.
(k) “Company” means Maxim Integrated Products, Inc., a Delaware corporation.
(l) “Consultant” means any person who is a consultant, advisor, independent contractor, vendor, customer or other person having a past,
current or prospective business relationship with the Company or any Parent or Subsidiary.
(m) “Continuing Directors” means members of the Board who either (i) have been Board members continuously for a period of at least
thirty-six (36) months or (ii) have been Board members for less than thirty-six (36) months and were elected or nominated for election as
Board members by at least a majority of the Board members described in clause (i) who were still in office at the time such election or
nomination was approved by the Board.
(n) “Continuous Status as an Employee, Director or Consultant” means that the employment, director or consulting relationship with the
Company, any Parent, or Subsidiary, is not interrupted or terminated. Continuous Status as an Employee, Director or Consultant shall not be
considered interrupted in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company
or between the Company, its Parent, any Subsidiary, or any successor.
1
As approved by the Board of Directors on August 12, 2015 and submitted to stockholders for approval on November 12, 2015.
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(o) “Corporate Transaction” means any of the following stockholder-approved transactions to which the Company is a party:
(i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is
to change the state in which the Company is incorporated,
(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company’s subsidiary corporations) in connection with complete liquidation or dissolution of the Company, or
(iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of
the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who
held such securities immediately prior to such merger.
(p) “Covered Employee” means any person who is a “covered employee” under Section 162(m)(3) of the Code.
(q) “Determination Date” means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as
Performance-Based Compensation.
(r) “Director” means a member of the Board.
(s) “Employee” means any person, including an Officer or Director, who is an employee of the Company or any Parent or Subsidiary. Except
with respect to the grant of Incentive Stock Options, Employee also means any person, including an Officer or Director, who is an employee
of any other affiliated entity of the Company, as determined by the Company in its sole discretion. Neither service as a Director nor payment
of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.
(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(u) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i) Where there exists a public market for the Common Stock, the Fair Market Value of a share of Common Stock shall be (A) the closing
sale price of the Common Stock on the date of the determination (or, if no sales were reported on such date, on the last trading date on
which sales were reported) on (1) the stock exchange determined by the Administrator to be the primary market for the Common Stock,
or (2) the Nasdaq National Market, or (3) ,as reported by Market Sweep, a service from Interactive Data Services, Inc., or such other
reporting source as the Administrator deems reliable; whichever is applicable or (B) if the Common Stock is not traded on any such
exchange or national market system, the closing price of a Share on the Nasdaq Small Cap Market or over-the-counter (Pink Over-TheCounter Markets Inc. Electronic Quotation Service), as applicable, on the date of the determination (or, if no such price was reported on
that date, on the last date on which such price was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(ii) In the absence of an established market of the type described in (i), above, for the Common Stock, the Fair Market Value thereof
shall be determined by the Administrator in good faith (in a manner intended to comply with Section 409A).
(v) “Fiscal Year” means the fiscal year of the Company.
(w) “Grantee” means an Employee, Director or Consultant who receives an Award under the Plan.
(x) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(y) “Non-Qualified Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.
(z) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(aa) “Option” means a stock option granted pursuant to the Plan.
(bb) “Option Agreement” means the written agreement evidencing the grant of an Option executed by the Company and the Grantee, including any amendments thereto.
(cc) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(dd) “Performance-Based Compensation” means compensation qualifying as “performance-based compensation” under Section 162(m) of
the Code.
(ee) “Performance Goals” has the meaning given to it in Section 11.
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(ff) “Performance Period” means any Fiscal Year of the Company or such other period as determined by the Administrator in its sole discretion.
(gg) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of
Performance Goals, or the occurrence of other events as determined by the Administrator.
(hh) “Plan” means this Amended and Restated 1996 Stock Incentive Plan.
(ii) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the
early exercise of an Option.
(jj) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
(kk) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.
(ll) “Section 16(b)” means Section 16(b) of the Exchange Act.
(mm) “Section 409A” shall mean Section 409A of the Code and all formal guidance and regulations promulgated thereunder.
(nn) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.
(oo) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
(pp) “Subsidiary Disposition” means the disposition by the Company of its equity holdings in any Subsidiary effected by a merger or consolidation involving that Subsidiary, the sale of all or substantially all of the assets of that Subsidiary or the Company’s sale or distribution of
substantially all of the outstanding capital stock of such Subsidiary.
(qq) “U.S. Taxpayer” means a Grantee who is, or may be, subject to taxation under the laws of the United States or a political subdivision
thereof.
3. Stock Subject to the Plan.
(a) Stock Subject to the Plan. Subject to the provisions of Section 13 below, the maximum aggregate number of Shares which may be
issued pursuant to this Plan is 141,100,000 Shares.
(b) Full Value Awards. Any Shares subject to Options will be counted against the numerical limits of this Section 3 as one Share for every
Share subject thereto. Any Shares subject to Awards of Restricted Stock or Restricted Stock Units with a per share or unit purchase price
lower than one hundred percent (100%) of Fair Market Value on the date of grant will be counted against the numerical limits of this Section 3 as two Shares for every one Share subject thereto. To the extent that a Share that was subject to an Award that counted as two Shares
against the Plan reserve pursuant to the preceding sentence is recycled back into the Plan under the next paragraph of this Section 3, the
Plan will be credited with two Shares.
(c) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock
and Restricted Stock Units, is forfeited to or repurchased by the Company, the unexercised Shares (or for Awards other than Options, the
forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan
has terminated). Notwithstanding anything contrary contained herein, the following Shares shall not be added to the Shares authorized for
grant under Section 3(a) and will not be available for future grants of Awards under this Plan or any other plans listed in Section 3(a):
(i) Shares tendered by a Grantee or withheld by the Company in payment of the exercise price of an Option (or any other option granted
under any other plans listed in Section 3(a)), and (ii) Shares tendered by a Grantee or withheld by the Company to satisfy any tax withholding obligation with respect to an Award (or any other equity award granted under any other plans listed in Section 3(a)). Notwithstanding
the foregoing and, subject to adjustment provided in Section 13, the maximum number of Shares that may be issued upon the exercise of
Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the
Code, any Shares that become available for issuance under the Plan under this Section 3(b).
4. Administration of the Plan.
(a) Plan Administrator.
(i) Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or Directors, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan to
be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to
serve in its designated capacity until otherwise directed by the Board.
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(ii) Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants who
are neither Directors nor Officers, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which
Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue to
serve in its designated capacity until otherwise directed by the Board. Subject to Applicable Laws, the Board may authorize one or more
Officers to grant such Awards and may limit such authority by requiring that such Awards must be reported to and ratified by the Board
or a Committee within six (6) months of the grant date, and if so ratified, shall be effective as of the grant date.
(iii) Administration With Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any Covered Employee
intended to qualify as Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee) which is
comprised solely of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based Compensation. In the case of such Awards granted to Covered Employees, references to the “Administrator” or to a “Committee” shall be deemed
to be references to such Committee or subcommittee.
(iv) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection (a), such
Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws.
(b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:
(i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;
(ii) to determine whether and to what extent Awards are granted hereunder;
(iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;
(iv) to determine the Fair Market Value;
(v) to approve forms of Award Agreement for use under the Plan;
(vi) to determine the terms and conditions of any Award granted hereunder;
(vii) to modify or amend the terms of any outstanding Award granted under the Plan in any lawful way, provided that any amendment
that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent;
provided, however, that any provision of the Plan to the contrary notwithstanding, the Administrator shall not have the authority to reprice
any outstanding Option, it being understood that “reprice” shall mean to amend any outstanding Option to reduce the exercise price;
(viii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(ix) notwithstanding any provision of the Plan to the contrary, in order to facilitate compliance with the tax, securities, foreign exchange,
probate or other applicable provisions of the laws in other countries in which the Company or its Affiliates operate or have key employees
or non-employee directors, the Administrator, in its discretion, shall have the power and authority to (A) determine which (if any)
Employees, Directors, and/or Consultants rendering services or employed outside the U.S. are eligible to participate in the Plan or to
receive any type of Award hereunder; (B) determine which non-U.S.-based Affiliates or operations (e.g., branches, representative offices)
participate in the Plan or any type of Award hereunder; (C) modify the terms and conditions of any Awards made to such Employees,
Directors, and/or Consultants, or with respect to such non-U.S.-based Affiliates or operations; and (D) establish sub-plans, modify methods of exercise, modify payment restrictions on sale or transfer of Shares and other terms and procedures to the extent deemed necessary or desirable by the Administrator to comply with Applicable Laws of the non-U.S. jurisdiction. The Administrator shall not, however,
have the power or authority to amend the Plan with respect to the maximum aggregate number of Shares that may be issued under the
Plan as set forth in Section 3(a), increase the Award limits as set forth in Sections 6, 7 and 8; or lengthen the term of an Option set forth
in Section 6(d); and
(x) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.
(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be conclusive and binding
on all persons.
5. Eligibility. Non-Qualified Stock Options, Restricted Stock and Restricted Stock Units may be granted to Employees, Directors and Consultants, which awards need not be identical. Incentive Stock Options may be granted only to Employees. Employees providing services to an
Affiliate that is not a Subsidiary are not eligible to receive Options, SARs or other “stock rights” within the meaning of Section 409A, unless
(i) the Participant is not a U.S. Taxpayer or (ii) the Committee determines that the Option, SAR or stock right is exempt from, or may be granted
in compliance with, Section 409A. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted
additional Awards. Awards may be granted to such Employees, Directors and Consultants who are residing in foreign jurisdictions as the Administrator may determine from time to time. Designation of a Grantee in any year shall not require the Administrator to designate such person to
receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to the Grantee in any other
year.
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6. Terms and Conditions of Options.
(a) Designation of Option. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Non-Qualified
Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares subject to
Options designated as Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent of the Shares covered thereby in excess of
the foregoing limitation, will be treated as Non-Qualified Stock Options. For the purposes of this Section 6(a), Incentive Stock Options will be
taken into account in the order in which they were granted, and the Fair Market Value of the Shares will be determined as of the date the
Option with respect to such Shares is granted.
(b) Conditions of Option. Subject to the terms of the Plan, the Administrator will determine the provisions, terms and conditions of each
Option including, but not limited to, the Option vesting schedule, form of payment upon exercise of the Option and satisfaction of any performance criteria.
(c) Individual Option Limit. The maximum number of Shares with respect to which Options may be granted to any individual in any Fiscal
Year shall be 4,000,000. The foregoing limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 13. To the extent required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing
limitation with respect to an individual, if any Option is canceled, the canceled Option shall continue to count against the maximum number
of Shares with respect to which Options may be granted to the individual. For this purpose, the repricing of an Option shall be treated as the
cancellation of the existing Option and the grant of a new Option.
(d) Term of Option. The Administrator will determine the term of each Option in its sole discretion, provided the term of an Option will not be
more than ten (10) years from the date of grant. Moreover, in the case of an Incentive Stock Option granted to a Grantee who, at the time
the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of
grant thereof or such shorter term as may be provided in the Award Agreement.
(e) Option Exercise Price, Consideration and Taxes.
(i) Exercise Price. The exercise price for an Option shall be as follows:
(A) In the case of an Incentive Stock Option:
(1) granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price
will be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.
(2) granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price will be
not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
(B) In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant.
(C) Notwithstanding the foregoing, the Options may be granted with a per Share exercise price of less than one hundred percent
(100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent
with, Section 424(a) of the Code.
(ii) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise of an Option including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined
at the time of grant). In addition to any other types of consideration the Administrator may determine, unless otherwise provided in the
Award Agreement, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following:
(A) cash;
(B) check;
(C) surrender of Shares (including withholding of Shares otherwise deliverable upon exercise of the Option) which have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised (but
only to the extent that such exercise of the Option would not result in an accounting compensation charge with respect to the Shares
used to pay the exercise price unless otherwise determined by the Administrator);
(D) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the
exercise price; or
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(E) any combination of the foregoing methods of payment.
(f) Exercise of Option.
(i) Procedure for Exercise; Rights as a Stockholder.
(A) Any Option granted hereunder will be exercisable at such times and under such conditions as determined by the Administrator
under the terms of the Plan and specified in the Award Agreement.
(B) An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company or its designated
agent (e.g., the exclusive, captive broker) in accordance with the terms of the Option, from the person entitled to exercise the Option
and full payment for the Shares with respect to which the Option is exercised has been received by the Company or its designated
agent, or the appropriate exercise/sale transaction has been executed under subsection 6(e)(ii)(D) above. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to
Shares subject to an Option, notwithstanding the exercise of an Option. The Company shall issue (or cause to be issued) such stock
certificate in uncertificated form promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate in uncertificated form is issued, except as provided in the Award
Agreement or Section 13, below.
To the extent that reporting of United States taxable income with respect to an Option exercise under subsections 6(e)(ii) (A)(C) above is based on the fair market value of the underlying Shares on the date of exercise, the Company shall use the Fair Market
Value on the day the Option is deemed exercised in accordance with this Section 6(f)(B), that is the closing sales price (see Section 2(u)) on the day the written notice of exercise and full payment for the Shares (i.e., cashier’s check, money order, Shares
(pursuant to subsection 6(e)(ii)(C) above) or readily available funds) are received by the Company or its designated agent. In the case
of an exercise under subsection 6(e)(ii)(D) above, the United States taxable income will be calculated using the actual sales price of
the underlying Shares subject to the Option.
(ii) Exercise of Option Following Termination of Employment, Director or Consulting Relationship. In the event of termination of a Grantee’s Continuous Status as an Employee, Director or Consultant with the Company for any reason other than disability or death (but not in
the event of an Grantee’s change of status from Employee to Consultant or from Consultant to Employee), such Grantee may, but only
within ninety (90) days after the date of such termination (but in no event later than the expiration date of the term of such Option as set
forth in the Award Agreement), exercise his or her Option to the extent that the Grantee was entitled to exercise it at the date of such
termination or to such other extent as may be determined by the Administrator. If the Grantee should die within ninety (90) days after the
date of such termination, the Grantee’s estate or the person who acquired the right to exercise the Option by bequest or inheritance may
exercise the Option to the extent that the Grantee was entitled to exercise it at the date of such termination within five hundred fortyseven (547) days of the Grantee’s date of death (but in no event later than the expiration date of the term of such Option as set forth in
the Award Agreement). In the event of a Grantee’s change of status from Employee to Consultant, an Employee’s Incentive Stock Option
shall convert automatically to a Non-Qualified Stock Option on the ninety-first (91st) day following such change of status. Unless otherwise provided by the Administrator, if on the date of termination the Grantee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. To the extent that Grantee is not entitled to exercise the Option at the
date of termination, or if Grantee does not exercise such Option to the extent so entitled within the time specified herein, the Option will
terminate.
(iii) Disability of Grantee. In the event of termination of a Grantee’s Continuous Status as an Employee, Director or Consultant as a result
of his or her disability, Grantee may, but only within three hundred sixty-five (365) days from the date of such termination (and in no
event later than the expiration date of the term of such Option as set forth in the Award Agreement), exercise the Option to the extent
otherwise entitled to exercise it at the date of such termination; provided, however, that if such disability is not a “disability” as such term
is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive Stock Option shall automatically convert to a Non-Qualified Stock Option on the day three (3) months and one day following such termination. Unless otherwise provided by
the Administrator, if on the date of termination the Grantee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option will revert to the Plan. To the extent that Grantee is not entitled to exercise the Option at the date of termination, or if Grantee does not exercise such Option to the extent so entitled within the time specified herein, the Option will terminate.
(iv) Death of Grantee. In the event of the death of a Grantee, the Option may be exercised at any time within five hundred forty-seven
(547) days following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option
Agreement except as otherwise provided for in subsection (vi) below)), by the Grantee’s estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent that the Grantee was entitled to the Option at the date of death. If, at
the time of death, the Grantee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of
the Option shall immediately revert to the Plan unless otherwise determined by the Administrator. If, after death, the Grantee’s
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estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time
specified herein, the Option shall terminate.
7. Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may
grant Shares of Restricted Stock to Employees, Directors or Consultants in such amounts as the Administrator, in its sole discretion, will
determine.
(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of
Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Notwithstanding the foregoing, during any Fiscal Year no Grantee will receive more than an aggregate of 2,000,000 Shares of Restricted
Stock. Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the Company as escrow agent until the
restrictions on such Shares have lapsed.
(c) Transferability. Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated, or hypothecated until the end of the applicable Period of Restriction.
(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may
deem advisable or appropriate.
(e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The restrictions
will lapse at a rate determined by the Administrator; provided, however, that Shares of Restricted Stock will not vest more rapidly than onethird (1/3rd) of the total number Shares of Restricted Stock subject to an Award each year from the date of grant (or, if applicable, the date
a Grantee begins providing services to the Company or any of its Affiliates), unless the Administrator determines that the Award is to vest
upon the achievement of performance criteria, provided the period for measuring such performance will cover at least twelve (12) months.
After the grant of Restricted Stock, the Administrator, in its sole discretion, may reduce or waive any restrictions for such Restricted Stock.
(f) Voting Rights. During the Period of Restriction, Grantees holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator determines otherwise.
(g) Dividends and Other Distributions. During the Period of Restriction, Grantees holding Shares of Restricted Stock will be entitled to
receive all dividends and other distributions paid with respect to such Shares, unless otherwise provided by the Administrator. If any such
dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the
Shares of Restricted Stock with respect to which they were paid.
(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have
not lapsed will automatically revert to the Company and again will become available for grant under the Plan.
8. Restricted Stock Units.
(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted
Stock Unit grant will be evidenced by an Award Agreement that will specify such other terms and conditions as the Administrator, in its sole
discretion, will determine, including all terms, conditions, and restrictions related to the grant, the number of Restricted Stock Units and the
form of payout, which, subject to Section 8(d), may be left to the discretion of the Administrator. Notwithstanding the anything to the contrary in this subsection (a), during any Fiscal Year, no Grantee will receive more than an aggregate of 2,000,000 Restricted Stock Units.
(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the
criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Grantee. The Administrator may set vesting
criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued
employment), or any other basis determined by the Administrator in its discretion.
(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Grantee will be entitled to receive a payout as specified
in the Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole
discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) set forth in
the Award Agreement; provided that payment of earned Restricted Stock Units will be made in no event later than the fifteenth (15th) day of
the third month following the end of the latter of the calendar year or fiscal year in which such Restricted Stock Units vest. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented by
Restricted Stock Units that are fully paid in cash again will be available for grant under the Plan.
(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.
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9. Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid
leave of absence. A Grantee will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such
leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment
upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the ninety-first (91st) day
of such leave any Incentive Stock Option held by the Grantee will cease to be treated as an Incentive Stock Option and will be treated for tax
purposes as a Non-Qualified Stock Option.
10. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of
the Grantee, only by the Grantee. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.
11. Performance Goals. Awards of Restricted Stock and Restricted Stock Units may be made subject to the attainment of performance goals
relating to one or more business criteria within the meaning of Section 162(m) of the Code and may provide for a targeted level or levels of
achievement (“Performance Goals”) including cash flow; cash position; earnings before interest and taxes; earnings before interest, taxes,
depreciation and amortization; earnings per Share; economic profit; economic value added; equity or stockholder’s equity; free cash flow, free
cash flow per Share, market share; net income; net profit; net sales; operating earnings; operating income; profit before tax; ratio of debt to debt
plus equity; ratio of operating earnings to capital spending; return on net assets; sales growth; Share price; Share price performance relative to
one or more peer companies; Share price performance relative to one or more indexes; total return to stockholders; or total return to stockholders relative to one or more peer companies or indexes. The Performance Goals for a Grantee will be determined by the Administrator based
on the Company’s tactical and strategic business objectives, which may differ from Grantee to Grantee and from Award to Award. Prior to the
Determination Date, the Administrator will determine whether to make any adjustments to the calculation of any Performance Goal with respect
to any Grantee for any significant or extraordinary events affecting the Company and both before and after taking into account equity based
compensation charges. In all other respects, Performance Goals will be calculated in accordance with the Company’s financial statements,
generally accepted accounting principles, or under a methodology established by the Administrator prior to the issuance of an Award.
12. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with
respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to
represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable
Laws.
13. Adjustments. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding
Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan, as well as the price per share of Common Stock covered by each such outstanding Award, shall be
proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common Stock, or any other similar event resulting in an increase or decrease
in the number of issued shares of Common Stock. Except as expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to,
the number or price of Shares subject to an Award.
14. Corporate Transactions/Changes in Control/Subsidiary Dispositions.
(a) The Administrator shall have the authority, exercisable either in advance of any actual or anticipated Corporate Transaction, Change in
Control or Subsidiary Disposition or at the time of an actual Corporate Transaction, Change in Control or Subsidiary Disposition and
exercisable at the time of the grant of an Award under the Plan or any time while an Award remains outstanding, to provide for the full
automatic vesting and exercisability of one or more outstanding unvested Awards under the Plan and the release from restrictions on transfer and repurchase or forfeiture rights of such Awards in connection with a Corporate Transaction, Change in Control or Subsidiary Disposition, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any
such Award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Status as an
Employee or Consultant of the Grantee within a specified period following the effective date of the Change in Control or Subsidiary Disposition. The Administrator may provide that any Awards so vested or released from such limitations in connection with a Change in Control
or Subsidiary Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award. Effective upon the consummation of a Corporate Transaction, all outstanding Awards under the Plan shall terminate unless assumed by the successor company or
its Parent.
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(b) The portion of any Incentive Stock Option accelerated under this Section 14 in connection with a Corporate Transaction, Change in Control or Subsidiary Disposition shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar
limitation of Section 422(d) of the Code is not exceeded. To the extent such dollar limitation is exceeded, the accelerated excess portion of
such Option shall be exercisable as a Non-Qualified Stock Option.
15. Tax Withholding.
(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have
the power and the right to deduct or withhold, or require a Grantee to remit to the Company, an amount sufficient to satisfy federal, state,
local, foreign or other taxes (including the Grantee’s FICA obligation) required to be withheld with respect to such Award (or exercise
thereof). The Company will have no obligation to permit exercise of an Award or to issue any Shares or cash pursuant to an Award, unless
and until either the exercise of the Award or the issuance of Shares or cash pursuant thereto is accompanied by sufficient payment, as
determined by the Company in its absolute discretion, to meet those withholding obligations on such exercise, issuance, lapse or disposition
or other arrangements are made that are satisfactory to the Company in its absolute discretion to provide otherwise for such payment. The
Company will have no liability to any Grantee or transferee for exercising the foregoing right not to permit exercise or issue or deliver Shares
or cash.
(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
may permit a Grantee to satisfy such tax withholding obligation, in whole or in part (without limitation) by (i) paying cash, (ii) electing to have
the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the amount required to be withheld,
(iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv) selling
a sufficient number of Shares otherwise deliverable to the Grantee through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement
will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the
amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Grantee with respect to the
Award on the date that the amount of tax to be withheld is to be determined. The fair market value of the Shares to be withheld or delivered
will be determined as of the date that the taxes are required to be withheld.
16. Date of an Award. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination to
grant such Award, or such other date as is determined by the Administrator. Notice of the grant determination will be given to each Grantee to
whom an Award is so granted within a reasonable time after the date of such grant.
17. Term of Plan. Subject to Section 21 of the Plan, the term of the Plan shall remain in effect until August 11, 2024, unless terminated earlier
under Section 18 of the Plan.
18. Section 409A
(a) The Company intends that any Awards be structured in compliance with, or to satisfy an exemption from, Section 409A, such that there
are no adverse tax consequences, interest, or penalties as a result of the payments. Notwithstanding anything else to the contrary herein, if
any Award is subject to Section 409A, the Administrator may, in its sole discretion and without a Grantee’s prior consent, amend the Plan
and/or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with
retroactive effect) as are necessary or appropriate to (i) exempt the Plan and/or any Award from the application of Section 409A,
(ii) preserve the intended tax treatment of any such Award, or (iii) comply with the requirements of Section 409A, including without limitation any such regulations guidance, compliance programs and other interpretative authority that may be issued after the date of the grant.
(b) Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of nonqualified deferred compensation (within
the meaning of Section 409A) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for
the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be
paid (in a manner set forth in the Award Agreement) on the payment date that immediately follows the end of such six (6) month period or
as soon as administratively practicable thereafter.
(c) A termination of employment shall not be deemed to have occurred for purposes of any provision of the Plan or any Award Agreement
providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or
following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A and
the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Plan or any
Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall
mean “separation from service”.
19. No Guarantees Regarding Tax Treatment. Grantees (and their beneficiaries) shall be responsible for all taxes with respect to any Awards
under the Plan. The Administrator and the Company make no guarantees to any person regarding the tax treatment of Awards or payments
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made under the Plan. Neither the Administrator nor the Company has any obligation to take any action to prevent the assessment of any tax on
any person with respect to any Award under Section 409A of the Code or otherwise and none of the Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives shall have any liability to a Grantee with respect thereto.
20. Unfunded Plan. The Plan is intended to constitute an unfunded plan for incentive compensation. Prior to the issuance of Shares, cash or
other form of payment in connection with an Award, nothing contained herein shall give any Grantee any rights that are greater than those of a
general unsecured creditor of the Company. The Administrator may, but is not obligated, to authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares with respect to awards hereunder.
21. Amendment, Suspension or Termination of the Plan.
(a) The Administrator may at any time amend, suspend or terminate the Plan. To the extent required to comply with Applicable Laws, the
Company shall obtain stockholder approval of any Plan amendment in such manner and to such a degree as required. Notwithstanding the
foregoing, the Company shall, at all times, obtain stockholder approval prior to implementing any (i) exchange offer in which any outstanding
Awards (or any other outstanding equity awards granted under any other plans listed in Section 3 (a)) would be cancelled in exchange for
new Awards of any kind or (ii) offer to purchase any outstanding Awards (or any other outstanding equity awards granted under any other
plans listed in Section 3(a)) for any amount of cash, in each case, based on a new valuation of the Awards (or any other outstanding equity
awards granted under any other plans listed in Section 3(a)) subject to such offer after their original grant dates.
(b) No Award may be granted during any suspension of the Plan or after termination of the Plan.
(c) Any amendment, suspension or termination of the Plan shall not affect Awards already granted, and such Awards shall remain in full
force and effect as if the Plan had not been amended, suspended or terminated, unless mutually agreed otherwise between the Grantee
and the Administrator, which agreement must be in writing and signed by the Grantee and the Company.
22. Reservation of Shares.
(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.
(b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of
the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
23. Stockholder Approval. The Plan, as amended and restated on August 16, 2012, will be subject to approval by the stockholders of the
Company within twelve (12) months after such date; provided that, in the event such approval is not obtained within twelve (12) months after
such date, the Plan as in effect prior to August 16, 2012, shall continue in effect until August 11, 2015, unless terminated earlier under Section 21 of the Plan. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.
24. No Effect on Terms of Employment. The Plan shall not confer upon any Grantee any right with respect to continuation of employment or
consulting relationship with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate his or her
employment or consulting relationship at any time, with or without cause.
25. Electronic Delivery. Any reference herein to a written agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 27, 2015
OR
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission File Number 001-34192
MAXIM INTEGRATED PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
94-2896096
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
160 Rio Robles
San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 601-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common stock, $0.001 par value
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. È
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check One):
Large Accelerated Filer È
Accelerated Filer ‘
Non-accelerated Filer ‘
(Do not check if a smaller reporting company)
Smaller Reporting Company ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ‘ No È
The aggregate market value of the voting stock held by non-affiliates of the Registrant based upon the closing price of the common stock on
December 27, 2014 as reported by The NASDAQ Global Select Market was $5,863,648,233. Shares of voting stock held by executive officers,
directors and holders of more than 5% of the outstanding voting stock have been excluded from this calculation because such persons may be
deemed to be affiliates. Exclusion of such shares should not be construed to indicate that any of such persons possesses the power, direct or
indirect, to control the Registrant, or that any such person is controlled by or under common control with the Registrant.
Number of shares outstanding of the Registrant’s Common Stock, $.001 par value, as of August 7, 2015: 284,355,689.
Documents Incorporated By Reference:
(1) Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the Proxy Statement for Maxim Integrated Products, Inc.’s 2015 Annual Meeting of Stockholders, to be filed subsequently.
MAXIM INTEGRATED PRODUCTS
INDEX
Forward-Looking Statements
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Signatures
Part I
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part III
Directors, Executive Officers, and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part IV
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
2
2
7
14
14
15
15
16
16
18
19
28
29
29
29
32
32
32
33
33
33
33
34
34
76
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements
are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing and particularly in Part I, Item 1A — Risk Factors and in Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of
Operations. These statements relate to, among other things, sales, gross margins, operating expenses, capital expenditures and requirements,
liquidity, asset dispositions, product development and R&D efforts, manufacturing plans, pending litigation, effective tax rates, and tax reserves
for uncertain tax positions, and are indicated by words or phrases such as “anticipate,” “expect,” “outlook,” “foresee,” “forecast,” “believe,”
“should,” “could,” “intend,” “will,” “may,” “might,” “plan,” “seek,” “project,” and variations of such words and similar words or expressions.
These statements involve risks and uncertainties that could cause actual results to differ materially from expectations. These forward-looking
statements should not be relied upon as predictions of future events as we cannot assure you that the events or circumstances reflected in
these statements will be achieved or will occur. For a discussion of some of the factors that could cause actual results to differ materially from
our forward-looking statements, see the discussion on “Risk Factors” that appears in Part I, Item 1A of this Annual Report and other risks and
uncertainties detailed in this and our other reports and filings with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do
so except as required by applicable laws.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 1
PART I
ITEM 1. BUSINESS
Overview
Maxim Integrated Products, Inc. (“Maxim Integrated” or the “Company” and also referred to as “we,” “our” or “us”) designs, develops, manufactures and markets a broad range of linear and mixed-signal integrated circuits, commonly referred to as analog circuits, for a large number
of customers in diverse geographical locations. The analog market is fragmented and characterized by diverse applications, numerous product
variations and, with respect to many circuit types, relatively long product life cycles. Our objective is to develop and market both proprietary and
industry-standard analog integrated circuits that meet the increasingly stringent quality and performance standards demanded by customers.
We are a Delaware corporation originally incorporated in California in 1983. The mailing address for our headquarters is 160 Rio Robles, San
Jose, California 95134, and our telephone number is (408) 601-1000. Additional information about us is available on our website at
www.maximintegrated.com. The contents of our website are not incorporated into this Annual Report.
We have a 52-to-53-week fiscal year that ends on the last Saturday in June. Accordingly, every fifth or sixth fiscal year will be a 53-week fiscal
year. Fiscal years 2015, 2014 and 2013 were each 52-week fiscal years.
We make available through our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, proxy statements and any amendments to those reports or statements filed or furnished pursuant to the Exchange Act, as soon as
reasonably practicable after they are electronically filed with or furnished to the SEC. We also use our Investor Relations website at
www.maximintegrated.com/company/investor as a routine channel for distribution of other important information, such as news releases, analyst presentations and financial information. We assume no obligation to update or revise any forward-looking statements in this Annual Report,
whether as a result of new information, future events or otherwise, unless we are required to do so by applicable laws. A copy of this Annual
Report is available without charge and can be accessed at our website at www.maximintegrated.com/company/investor.
The Mixed Signal Analog Integrated Circuit Market
All electronic signals generally fall into one of two categories, linear or digital. Linear (or analog) signals represent real world phenomena, such
as temperature, pressure, sound, or speed, and are continuously variable over a wide range of values. Digital signals represent the “ones” and
“zeros” of binary arithmetic and are either on or off.
Three general classes of semiconductor products arise from this distinction between linear and digital signals:
• digital devices, such as memories and microprocessors that operate primarily in the digital domain;
• linear devices, such as amplifiers, references, analog multiplexers and switches that operate primarily in the analog domain; and
• mixed-signal devices such as data converter devices that combine linear and digital functions on the same integrated circuit and interface
between the analog and digital domains.
Our strategy has been to target both the linear and mixed-signal markets, often collectively referred to as the analog market. However, some of
our products are exclusively or principally digital. While our focus continues to be on the linear and mixed signal market, our capabilities in the
digital domain enable development of new mixed signal and other products with highly sophisticated digital characteristics.
We operate in one reportable segment — the design, development, marketing and manufacturing of a broad range of linear and mixed signal
integrated circuits.
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| 2015 Annual Report
Our linear and mixed signal products serve five major end-markets, Automotive, Communications and Data Center, Computing, Consumer, and
Industrial. These major end-markets and their corresponding market are noted in the table below:
MAJOR END-MARKET
MARKET
AUTOMOTIVE
Automotive
COMMUNICATIONS &
DATA CENTER
Basestations
Data Storage
Network & Datacom
Servers
Telecom
Other Communications
COMPUTING
Desktop Computers
Notebook Computers
Peripherals & Other Computer
CONSUMER
Smartphones
Digital Cameras
Handheld Computers
Home Entertainment & Appliances
Mobility & Fitness Wearables
Other Consumer
INDUSTRIAL
Automatic Test Equipment
Control & Automation
Electronic Instrumentation
Financial Terminals
Medical
Military & Aerospace
Security
Utility & Other Meters
Other Industrial
Product Quality
Based on industry standard requirements, we conduct reliability stress testing on the products we manufacture and sell. Through this testing,
we can detect and accelerate the presence of defects that may arise over the life of a product. We employ a system addressing quality and reliability of our products from initial design through wafer fabrication, assembly, testing and final shipment. We have received ISO 9001/2,
TS 16949 and ISO 14001 certifications for all wafer fabrication, assembly, final test and shipping facilities.
Manufacturing
We utilize our own wafer fabrication facilities as well as third party foundries for the production of our wafers. The broad range of products
demanded by the analog integrated circuit market requires multiple manufacturing process technologies. As a result, many different process
technologies are currently used for wafer fabrication of our products. Historically, wafer fabrication of analog integrated circuits has not required
state-of-the-art processing equipment, although newer processes do utilize and require such state-of-the-art facilities and equipment. In addition, hybrid and module products are manufactured using a complex multi-chip technology featuring thin-film, laser-trimmed resistors and
other active or passive components. The majority of processed wafers are subject to parametric and functional testing at either our facilities or
third party vendors.
During fiscal years 2015, 2014 and 2013, a majority of our own wafer production occurred at one of our three owned wafer fabrication facilities at
Beaverton, Oregon, San Jose, California and San Antonio, Texas. During 2015, we concluded that maintaining operations in our San Jose, California wafer fabrication facility were no longer economically feasible. We anticipate the closure of the site to occur in our fiscal 2016 with related
capacity and manufacturing requirements being transferred to our other existing manufacturing locations or to our third party service providers.
In fiscal year 2007, we entered into a supply agreement with Seiko Epson Corporation (“Epson”). In fiscal year 2010, we entered into a supply
agreement with Powerchip Technology Corporation (“Powerchip”) and Maxchip Electronics Corp. (“Maxchip”) to provide 300mm and 200mm
wafer capacity, respectively. Under these agreements, partner foundries (Epson, Powerchip and Maxchip) have manufactured some of the
wafers required for our mixed-signal semiconductor products. These products are manufactured under rights and licenses using our proprietary
technology at Epson’s fabrication facility located in Sakata, Japan and at Powerchip and Maxchip’s fabrication facilities in Hsinchu, Taiwan. In
fiscal years 2015, 2014 and 2013, the products manufactured by our partner foundries, in addition to wafers manufactured at certain merchant foundries such as Taiwan Semiconductor Company Limited, represented 48%, 50% and 53%, respectively, of our total wafer production.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 3
Once wafer manufacturing has been completed, wafers are sorted in order to determine which integrated circuits on each wafer are functional
and which are defective. We currently perform the majority of wafer sorting, final testing and shipping activities at two facilities, located in
Cavite, the Philippines and Chonburi Province, Thailand, although we also utilize independent subcontractors for some wafer sorting.
Where required, our wafer bump manufacturing facility located in Dallas, Texas is used to process wafers for products that utilize chip scale
packaging (“CSP”) also known as wafer level packaging (“WLP”). CSP or WLP enables integrated circuits to be attached directly to a printed
circuit board without the use of a traditional plastic package. In addition, we utilize independent subcontractors to perform wafer bump manufacturing to the extent we do not have the internal capacity or capabilities to perform such services. With the introduction of 300mm wafers into
our manufacturing network, we have enabled subcontractors located in Taiwan to perform wafer bumping and testing of these wafers.
Integrated circuit assembly is performed by foreign assembly subcontractors, located in China, Japan, Malaysia, the Philippines, Taiwan, Thailand, Singapore and South Korea, where wafers are separated into individual integrated circuits and assembled into a variety of packages.
After assembly has been completed, the majority of the assembled product is shipped back to our facilities located in Cavite, the Philippines or
Chonburi Province, Thailand, where the packaged integrated circuits undergo final testing and preparation for customer shipment. In addition,
we utilize independent subcontractors to perform final testing.
We currently perform substantially all of our module assembly operations in our facility in Batangas, the Philippines. Our Philippines facility also
performs wafer singulation and tape-and-reel of bumped (CSP or WLP) wafers. During 2015, we concluded that we would close down our
operations in Batangas and move the activities discussed in the preceding sentence to our operations in Cavite, the Philippines. This movement, which we expect to occur in our fiscal 2016, will provide for improved efficiency and manufacturing time requirements as all activities will
be performed in one consolidated location.
The majority of our finished products ship directly from either Cavite, the Philippines or Chonburi Province, Thailand to customers worldwide or
to other Company locations for sale to end-customers or distributors.
Customers, Sales and Marketing
We market our products worldwide through a direct-sales and applications organization and through our own and other unaffiliated distribution
channels to a broad range of customers in diverse industries. Our products typically require a sophisticated technical sales and marketing
effort. Our sales organization is divided into domestic and international regions. Distributors and direct customers generally buy on an individual
purchase order basis, rather than pursuant to long-term agreements.
Certain distributors have agreements with us which allow for certain sales price rebates or price protection on certain inventory if we lower the
price of those products. Certain distributor agreements also generally permit distributors to exchange a portion of certain purchases on a periodic basis. As is customary in the semiconductor industry, our distributors may also market other products that compete with our products.
Sales to certain international distributors are made under agreements which permit limited stock return privileges but not sales price rebates or
price protection. The agreements generally permit distributors to exchange a portion of their purchases on a periodic basis. See “Critical
Accounting Policies” in Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to
the Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report, which contains information regarding our revenue
recognition policy.
We derived approximately 36% of our fiscal year 2015 revenue from sales made through distributors which includes distribution sales to Samsung and catalog distributors. Our primary distributor is Avnet Electronics which accounted for 19%, 17% and 14% of our revenues in fiscal
years 2015, 2014 and 2013, respectively. Avnet, like our other distributors, is not an end customer, but rather serves as a channel of sale to
many end users of our products. Sales to Samsung, our largest single end customer (through direct sales and distributors), accounted for
approximately 15%, 20% and 28% of net revenues in fiscal years 2015, 2014 and 2013, respectively. No single customer (other than Avnet
and Samsung) nor single product accounted for more than 10% of net revenues in fiscal years 2015, 2014 and 2013. Based on customers’
ship-to locations, international sales accounted for approximately 88%, 87% and 88% of our net revenues in fiscal years 2015, 2014 and 2013,
respectively. See Note 12: “Segment Information” in the Notes to Consolidated Financial Statements in Part IV, Item 15 of this Annual Report.
Seasonality
Our revenue is generally influenced on a quarter to quarter basis by customer demand patterns and new product introductions. A large number
of our products have been incorporated into consumer electronic products, which are subject to significant seasonality and fluctuations in
demand.
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Foreign Operations
We conduct business in numerous countries outside of the United States (“U.S.”). Our international business is subject to numerous risks,
including fluctuations in foreign currency exchange rates and controls, import and export controls, and other laws, policies and regulations of
foreign governments. Refer to our discussion of risks related to our foreign operations as included in Item 1A, Risk Factors and our discussion
of foreign income included in Item 7 under “Results of Operations” and Note 17 to the Consolidated Financial Statements included in this
Annual Report.
Backlog
At June 27, 2015 and June 28, 2014, our current quarter backlog was approximately $366 million and $377 million, respectively. Our current
quarter backlog includes customer request dates to be filled within the next three months. As is customary in the semiconductor industry, these
orders may be canceled in most cases without penalty to customers. In addition, backlog includes orders from certain domestic distributors for
which revenues are not recognized until the products are sold by the distributors. Accordingly, we believe that our backlog is not a reliable
measure of future revenues. All backlog numbers have been adjusted for estimated future U.S. distribution ship and debit pricing adjustments.
Research and Development
We believe that research and development is critical to our future success. Objectives for the research and development function include:
•
•
•
•
•
new product definition and development of differentiated products;
design of products with performance differentiation that achieve high manufacturing yield and reliability;
development of, and access to, manufacturing processes and advanced packaging;
development of hardware and software to support the acceptance and design-in of our products in the end customer’s system; and
development of high-integration products across multiple end markets.
Our research and development plans require engineering talent and tools for product definition, electronic design automation (“EDA”), circuit
design, process technologies, test development, test technology, packaging development, software development and applications support.
Research and development expenses were $521.8 million, $558.2 million and $534.8 million in fiscal years 2015, 2014 and 2013,
respectively. See “Research and Development” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of
Operations, for more information.
Competition
The mixed signal analog integrated circuit industry is intensely competitive, and virtually all major semiconductor companies presently compete
with, or conceivably could compete with, some portion of our business.
We believe the principal elements of competition include:
•
•
•
•
•
•
•
•
•
•
technical innovation;
service and support;
time to market;
differentiated product performance and features;
quality and reliability;
product pricing and delivery capabilities;
customized design and applications;
business relationship with customers;
experience, skill and productivity of employees and management; and
manufacturing competence and inventory management.
Our principal competitors include, but are not limited to, Analog Devices, Inc., Intersil Corporation, Linear Technology Corporation, NXP Semiconductors NV, Semtech Corporation, Silicon Laboratories, Cirrus Logic, Inc. and Texas Instruments Inc. In addition, we compete with digital
chipset providers, including Broadcom Corporation, Samsung Semiconductor, Inc., and Qualcomm Inc. We expect increased competition in the
future from other emerging and established companies as well as through consolidation of our competitors within the semiconductor industry.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 5
Patents, Licenses, and Other Intellectual Property Rights
We rely upon both know-how and patents to develop and maintain our competitive position.
It is our policy to seek patent protection for significant inventions that may be patented, though we may elect, in certain cases, not to seek patent protection even for significant inventions if other protection, such as maintaining the invention as a trade secret, is considered by us to be
more advantageous. In addition, we have registered certain of our mask sets under the Semiconductor Chip Protection Act of 1984, as
amended. We hold a number of patents worldwide with expiration dates ranging from 2015 to 2033. We have also registered several of our
trademarks and copyrights with the U.S. Patent and Trademark Office and in foreign jurisdictions.
Employees
As of June 27, 2015, we employed 8,250 persons.
Environmental Regulations
Our compliance with foreign, federal, state and local laws and regulations that have been enacted to regulate the environment has not had a
material adverse effect on our capital expenditures, earnings, or competitive or financial position.
Executive Officers
For information regarding our current executive officers, see Part III, Item 10 of this Annual Report.
6 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
ITEM 1A. RISK FACTORS
The following risk factors and other information included in this Annual Report should be carefully considered. The risks and uncertainties
described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also adversely affect our business.
The sale of our products and our results of operations are dependent upon demand from the end markets of our customers, which is
cyclical.
The demand for our products is subject to the strength of the five major end-markets that we serve and to some extent the overall economic
climate. We often experience decreases and increases in demand for our products primarily due to the end-market demand of our customers.
Our business and results of operations may be adversely affected if demand for our products decreases or if we are unable to meet an increase
in demand without significantly increasing the lead-time for the delivery of our products. The semiconductor market historically has been
cyclical with periods of increased demand and rapid growth followed by periods of oversupply and subsequent contraction and subject to significant and often rapid increases and decreases in product demand. As a result, changes could have adverse effects on our results of
operation.
We are dependent on a few large customers for a substantial portion of our revenues, the loss of which could materially affect our revenues
and results of operations.
We depend on a few large customers for a substantial portion of our net revenues. Sales to Samsung, our largest single end customer (through
direct sales and distributors), accounted for approximately 15%, 20% and 28% of net revenues in fiscal years 2015, 2014 and 2013,
respectively. The delay, significant reduction in, or loss of, orders from large customers (including curtailments of purchases due to a change in
the design, manufacturing or sourcing policies or practices of these customers or the timing of customer inventory adjustments) or demands of
price concessions from large customers could have a material adverse effect on our net revenues and results of operations.
Incorrect forecasts, reductions, cancellations or delays in orders for our products and volatility in customer demand could adversely affect
our results of operations.
As is customary in the semiconductor industry, customer orders may be canceled in most cases without penalty to the customers. Some customers place orders that require us to manufacture products and have them available for shipment, even though the customer may be unwilling
to make a binding commitment to purchase all, or even any, of the products. In other cases, we manufacture products based on forecasts of
customer demands. As a result, we may incur inventory and manufacturing costs in advance of anticipated sales and are subject to the risk of
cancellations of orders, potentially leading to an initial inflation of backlog followed by a sharp reduction. In addition, backlog includes orders
from certain domestic distributors for which revenues are not recognized until the ordered products are sold by the distributors. Because of the
possibility of order cancellation, backlog should not be used as a measure of future revenues. Furthermore, canceled or unrealized orders,
especially for products meeting unique customer requirements, may also result in an inventory of unsaleable products, causing potential
inventory write-offs, some of which could be substantial and could have a material adverse effect on our gross margins and results of
operations.
Our operating results may be adversely affected by increased competition and consolidation of competitors in our market.
The semiconductor industry has experienced significant consolidation within the last twelve months. As a result, we experience intense competition from a number of companies, some of which have significantly greater financial, manufacturing, and marketing resources than us, as well
as greater technical resources and proprietary intellectual property rights than us. The principal elements of competition include product performance, functional value, quality and reliability, technical service and support, price, diversity of product line, and sale of integrated system
solutions which combine the functionality of multiple chips on one chip for a price as part of a complete system solution and delivery capabilities. We believe we compete favorably with respect to these factors, although we may be at a disadvantage in comparison to companies with
broader product lines, greater technical service and support capabilities and larger research and development budgets. We may be unable to
compete successfully in the future against existing or new competitors and our operating results may be adversely affected by increased competition or our inability to timely develop new products to meet the needs of our customers.
Our operating results may be adversely affected by our inability to timely develop new products through our research and development
efforts. We may be unsuccessful in developing and selling new products necessary to maintain or expand our business.
The marketplace for our products is constantly changing and we are required to make substantial ongoing investments in our research and
development. The semiconductor industry is characterized by rapid technological change, variations in manufacturing efficiencies of new products, and significant expenditures for capital equipment and product development. New product introductions are a critical factor for maintaining or increasing future revenue growth and sustained or increased profitability. However, they can present significant business challenges
because product development commitments and expenditures must be made well in advance of the related revenues. The success of a new
product depends on a variety of factors including accurate forecasts of long-term market demand and future technological developments,
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 7
accurate anticipation of competitors’ actions and offerings, timely and efficient completion of process design and development, timely and efficient implementation of manufacturing and assembly processes, product performance, quality and reliability of the product, and effective
marketing, revenue and service.
Our products may fail to meet new industry standards or requirements and the efforts to meet such industry standards or requirements
could be costly.
Many of our products are based on industry standards that are continually evolving. Our ability to compete in the future will depend on our ability to identify and ensure compliance with these evolving industry standards. The emergence of new industry standards could render our products incompatible with products developed by major systems manufacturers. As a result, we could be required to invest significant time and
effort and to incur significant expense to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards or requirements, we could miss opportunities to achieve crucial design wins which in turn could have
a material adverse effect on our business, operations and financial results.
Our results of operations could be adversely affected by warranty claims and product liability.
We face an inherent risk of exposure to product liability suits in connection with reliability problems or other product defects that may affect our
customers. Our products are used by a variety of industries, including the automotive and medical industries. Failure of our products to perform
to specifications, or other product defects, could lead to substantial damage to both the end product in which our device has been placed and
to the user of such end product. Although we take measures to protect against product defects, if a product liability claim is brought against us,
the cost of defending the claim could be significant and any adverse determination could have a material adverse effect on our results of
operations.
We may be unable to adequately protect our proprietary rights, which may impact our ability to compete effectively.
We rely upon know-how, trade secrets, and patents to develop and maintain our competitive position. There can be no assurance that others
will not develop or patent similar technology or reverse engineer our products or that the confidentiality agreements upon which we rely will be
adequate to protect our interests. Moreover, the laws of some foreign countries generally do not protect proprietary rights to the same extent as
the United States, and we may encounter problems in protecting our proprietary rights in those foreign countries. Periodically, we have been
asked by certain prospective customers to provide them with broad licenses to our intellectual property rights in connection with the sale of our
products to them. Such licenses, if granted, may have a negative impact on the value of our intellectual property portfolio. Other companies
have obtained patents covering a variety of semiconductor designs and processes, and we could be required to obtain licenses under some of
these patents or be precluded from making and selling the infringing products, if such patents are valid and other design and manufacturing
solutions are not available. There can be no assurance that we would be able to obtain licenses, if required, upon commercially reasonable
terms or at all.
We may suffer losses and business interruption if our products infringe the intellectual property rights of others.
In the past, it has been common in the semiconductor industry for patent holders to offer licenses on reasonable terms and rates. Although the
practice of offering licenses appears to be generally continuing, in some situations, typically where the patent directly relates to a specific product or family of products, patent holders have refused to grant licenses. In any of those cases, there can be no assurance that we would be able
to obtain any necessary license on terms acceptable to us, if at all, or that we would be able to re-engineer our products or processes in a cost
effective manner to avoid infringement. Any litigation in such a situation could involve an injunction to prevent the sales of a material portion of
our products, the reduction or elimination of the value of related inventories and the assessment of a substantial monetary award for damages
related to past sales, all of which could have a material adverse effect on our results of operations and financial condition.
We may experience losses related to intellectual property indemnity claims.
We provide intellectual property indemnification for certain customers, distributors, suppliers and subcontractors for attorney fees and damages
and costs awarded against these parties in certain circumstances in which our products are alleged to infringe third party intellectual property
rights, including patents, registered trademarks and copyrights. In certain cases, there are limits on and exceptions to our potential liability for
indemnification relating to intellectual property infringement claims. We cannot estimate the amount of potential future payments, if any, that we
might be required to make as a result of these agreements. To date, we have not been required to pay significant amounts for intellectual property indemnification claims. However, there can be no assurance that we will not have significant financial exposure under those intellectual
property indemnification obligations in the future.
If we fail to attract and retain qualified personnel, our business may be harmed.
Our success depends to a significant extent upon the continued service of our chief executive officer, our other executive officers, and key
management and technical personnel, particularly our experienced engineers and business unit managers, and on our ability to continue to
attract, retain, and motivate qualified personnel. The loss of the services of one or several of our executive officers could have a material adverse
effect on our company. In addition, we could be materially adversely affected if the turnover rates for engineers and other key personnel
8 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
increases significantly or we are unsuccessful in attracting, motivating and retaining qualified personnel. Should we lose one or more engineers
who are key to a project’s completion during the course of a particular project, the completion of such project may be delayed which could
negatively affect customer relationships and goodwill and have a material adverse effect on our results of operations.
Exiting certain product lines or businesses, or restructuring our operations, may adversely affect certain customer relationships and produce results that differ from our intended outcomes.
The nature of our business requires strategic changes from time to time, including restructuring our operations, divesting and consolidating
certain product lines and businesses. For example, we recently announced our intention to transfer our wafer manufacturing facility in San
Antonio, Texas to a foundry partner and to close our wafer level packaging (“WLP”) manufacturing facility in Dallas, Texas. If we are unable to
transfer the factory in San Antonio or to timely shut down our WLP factory or otherwise exit product lines and businesses, or to close or consolidate operations, depends on a number of factors, many of which are outside of our control. If we are unable to exit a product line or business in a timely manner, or to restructure our operations in a manner we deem to be advantageous, this could have a material adverse effect on
our business, financial condition and results of operations. Even if a divestment is successful, we may face indemnity and other liability claims
by the acquirer or other parties.
Our manufacturing operations may be interrupted or suffer yield problems.
Given the nature of our products, it would be time consuming, difficult, and costly to arrange for new manufacturing facilities to supply such
products. Any prolonged inability to utilize one of our or a third party’s manufacturing facilities due to damages resulting from fire, natural disaster, unavailability of electric power, labor unrest, political conditions or other causes, could have a material adverse effect on our results of
operations and financial condition.
The manufacture and design of integrated circuits is highly complex. We may experience manufacturing problems in achieving acceptable
yields or experience product delivery delays in the future as a result of, among other things, capacity constraints, equipment malfunctioning,
construction delays, upgrading or expanding existing facilities, changing our process technologies, or new technology qualification delays,
particularly in our internal fabrication facilities, any of which could result in a loss of future revenues or increases in fixed costs. To the extent we
do not achieve acceptable manufacturing yields or we experience delays in wafer fabrication, our results of operations could be adversely
affected. In addition, operating expenses related to increases in production capacity may adversely affect our operating results if revenues do
not increase proportionately.
Our dependence on subcontractors for assembly, test, freight, wafer fabrication and logistic services and certain manufacturing services
may cause delays beyond our control in delivering products to our customers.
We rely on subcontractors located in various parts of the world for assembly and CSP packaging services, freight and logistic services, wafer
fabrication and sorting and testing services. None of the subcontractors we currently use are affiliated with us. Reliability problems experienced
by our subcontractors or the inability to promptly replace any subcontractor could cause serious problems in delivery and quality resulting in
potential product liability to us. Such problems could impair our ability to meet our revenue plan in the fiscal year period impacted by the disruption. Failure to meet the revenue plan may materially adversely impact our results of operations.
Any disruptions in our sort, assembly, test, freight and logistic operations or in the operations of our subcontractors, including, but not limited
to, the inability or unwillingness of any of our subcontractors to produce or timely deliver adequate supplies of processed wafers, integrated
circuit packages or tested products conforming to our quality standards, or other required products or services could damage our reputation,
relationships and goodwill with customers. Furthermore, finding alternate sources of supply or initiating internal wafer processing for these
products may not be economically feasible.
Shortage of raw materials or supply disruption of such raw materials could harm our business.
The semiconductor industry has experienced a large expansion of fabrication capacity and production worldwide over time. As a result of
increasing demand from semiconductor, solar and other manufacturers, availability of certain basic materials and supplies, and of subcontract
services, has been limited from time to time over the past several years, and could come into short supply again if overall industry demand
exceeds the supply of these materials and services in the future.
We purchase materials and supplies from many suppliers, some of which are sole-sourced. If the availability of these materials and supplies is
interrupted, we may not be able to find suitable replacements. In addition, from time to time natural disasters can lead to a shortage of some
materials due to disruption of the manufacturer’s production. We continually strive to maintain availability of all required materials, supplies and
subcontract services. However, we do not have long-term agreements providing for all of these materials, supplies and services, and shortages
could occur as a result of capacity limitations or production constraints on suppliers that could have a material adverse effect on our ability to
achieve our production requirements.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 9
Extensions in lead-time for delivery of products could adversely affect our future growth opportunities and results of operations.
Supply constraints, which may include limitations in manufacturing capacity, could impede our ability to grow revenues and meet increased
customer demands for our products. Our results of operations may be adversely affected if we fail to meet such increase in demand for our
products without significantly increasing the lead-time required for our delivery of such products. Any significant increase in the lead-time for
delivery of products may negatively affect our customer relationships, reputation as a dependable supplier of products and ability to obtain
future design wins, while potentially increasing order cancellations, aged, unsaleable or otherwise unrealized backlog, and the likelihood of our
breach of supply agreement terms. Any of the foregoing factors could negatively affect our future revenue growth and results of operations.
We may be liable for additional production costs and lost revenues to certain customers with whom we have entered into customer supply
agreements if we are unable to meet certain product quantity and quality requirements.
We enter into contracts with certain customers whereby we commit to supply quantities of specified parts at a predetermined scheduled delivery date. The number of such arrangements continues to increase as this practice becomes more commonplace. Should we be unable to supply the customer with the specific part at the quantity and product quality desired and on the scheduled delivery date, the customer may incur
additional production costs. In addition, the customer may lose revenues due to a delay in receiving the parts necessary to have the endproduct ready for sale to its customers or due to product quality issues. Under certain customer supply agreements, we may be liable for direct
additional production costs or lost revenues. If products are not shipped on time or are quality deficient, we may be liable for penalties and
resulting damages. Such liability, should it arise, and/or our inability to meet these commitments to our customers may have a material adverse
impact on our results of operations and financial condition and could damage our relationships, reputation and goodwill with the affected
customers.
If we fail to enter into future vendor managed inventory arrangements or fail to supply the specific product or quantity under such arrangements, the results of our operations and financial condition may be materially adversely impacted.
We enter into arrangements with certain original equipment manufacturers (“OEMs”) and Electronic Manufacturing Services (“EMS”) partners
to consign quantities of certain products within close proximity of the OEMs and EMS partners’ manufacturing location. The inventory is physically segregated at these locations and we retain title and risk of loss related to this inventory until such time as the OEM or EMS partner pulls
the inventory for use in its manufacturing process. Once the inventory is pulled by the OEM or EMS partner, title and risk of loss pass to the
customer, at which point we relieve inventory and recognize revenue and the related cost of goods sold. The specific quantities to be consigned
are based on a forecast provided by the OEM or EMS partner. Generally, the arrangements with the OEMs and EMS partners provide for transfer of title and risk of loss once product has been consigned for a certain length of time.
We believe these arrangements will continue to grow in terms of number of customers and products and will increase in proportion to consolidated net revenues. Should we be unable or unwilling to enter into such agreements as requested by OEMs or EMS partners, our results of
operations may be materially adversely impacted. In addition, should we be unable to supply the specific product in the quantity needed by the
OEM or EMS partner as reflected in their forecast, we may be liable for damages, including, but not limited to, lost revenues and increased
production costs which could have a material adverse impact on our results of operations and financial condition. Should we supply product in
excess of the OEM or EMS partners actual usage, any inventory not consumed may become excess or obsolete, which would result in an
inventory write off that could materially adversely affect our results of operations.
Our critical information systems are subject to attacks, interruptions and failures.
We rely on several information technology systems to provide products and services, process orders, manage inventory, process shipments to
customers, keep financial, employee and other records, and operate other critical functions. We currently have, and are in the process of
developing several more, systems and procedures that include, among other things, ongoing internal risk assessments to identify vulnerabilities,
the creation of an internal group dedicated to reviewing cybersecurity threats, and the adoption of an information security policy. Despite our
efforts to mitigate risks associated with cybersecurity events, our information technology systems may be susceptible to adaptive persistent
threats (“APT”), catastrophic cybersecurity attacks, damage, disruptions or shutdowns due to power outages, hardware failures, computer
malware and viruses, telecommunication failures, user errors, or other unforeseen events. Risks associated with these threats include, but are
not limited to, loss of intellectual property, impairment of our ability to conduct our operations, disruption of our customers’ operations, loss or
damage to our customer data delivery systems, and increased costs to prevent, respond to or mitigate catastrophic cybersecurity events. A
prolonged systemic disruption in the information technology systems could result in the loss of sales and customers and significant consequential costs, which could adversely affect our business. In addition, cybersecurity breaches of our information technology systems could
result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to our customers, partners, suppliers, or
employees which could result in our suffering significant financial or reputational damage.
10 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
We may encounter difficulties in the implementation of a new global execution system, which may adversely affect our operations and
financial reporting.
We are in the process of implementing in phases a new global execution system (“GES”) as part of our efforts to integrate inventory movement
with our financial reporting system. Any difficulties in the implementation or operation of GES could disrupt our supply chain execution which
may lead to our inability to effectively supply products to our customers. Such developments could materially adversely affect our results of
operations and financial reporting.
Material impairments of our goodwill or intangible assets could adversely affect our results of operations.
Goodwill is reviewed for impairment annually or more frequently if certain impairment indicators arise or upon the disposition of a significant
portion of a reporting unit. The review compares the fair value for each reporting unit to its associated book value including goodwill. A decrease
in the fair value associated with a reporting unit resulting from, among other things, unfavorable changes in the estimated future discounted
cash flow of the reporting unit, may require us to recognize impairments of goodwill. Most of our intangible assets are amortized over their estimated useful lives, but they are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the
asset may not be recoverable. If the sum of the future undiscounted cash flows expected to result from the use of the intangible asset and its
eventual disposition is less than the carrying amount of the asset, we would recognize an impairment loss to the extent the carrying amount of
the asset exceeds its fair value.
Our operating results may be adversely affected by unfavorable economic and market conditions.
The global economic environment could subject us to increased credit risk should customers be unable to pay us, or delay paying us, for previously purchased products. Accordingly, reserves for doubtful accounts and write-offs of accounts receivable may increase. In addition, weakness in the market for end users of our products could harm the cash flow of certain of our distributors and resellers who could then delay
paying their obligations to us or experience other financial difficulties. This would further increase our credit risk exposure and potentially cause
delays in our recognition of revenue on sales to these customers.
If economic or market conditions deteriorate globally, in the United States or in other key markets, our business, operating results, and financial
condition may be materially and adversely affected.
Our quarterly operating results may fluctuate, which could adversely impact our common stock price.
We believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as
indicators of future performance. Our operating results have in the past been, and will continue to be, subject to quarterly fluctuations as a
result of numerous factors, some of which may contribute to more pronounced fluctuations in an uncertain global economic environment.
These factors include, but are not limited to, the following:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Fluctuations in demand for our products and services;
Loss of a significant customer or significant customers electing to purchase from another supplier;
Reduced visibility into our customers’ spending plans and associated revenue;
The level of price and competition in our product markets;
Our pricing practices, including our use of available information to maximize pricing potential;
The impact of the uncertain economic and credit environment on our customers, channel partners, and suppliers, including their ability to
obtain financing or to fund capital expenditures;
The overall movement toward industry consolidations among our customers and competitors;
Below industry-average growth of the non-consumer segments of our business;
Announcements and introductions of new products by our competitors;
Deferrals of customer orders in anticipation of new products or product enhancements (introduced by us or our competitors);
Our ability to meet increases in customer orders in a timely manner;
Striking an appropriate balance between short-term execution and long-term innovation;
Our ability to develop, introduce, and market new products and enhancements and market acceptance of such new products and enhancements; and
Our levels of operating expenses.
Our stock price may be volatile.
The market price of our common stock may be volatile and subject to wide fluctuations. Fluctuations have occurred and may continue to occur
in response to various factors, many of which are beyond our control.
In addition, the market prices of securities of technology companies, including those in the semiconductor industry, generally have been and
remain volatile. This volatility has significantly affected the market prices of securities of many technology companies for reasons frequently
unrelated to the operating performance of the specific companies. If our actual operating results or future forecasted results do not meet the
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 11
expectations of securities analysts or investors, who may derive their expectations by extrapolating data from recent historical operating results,
the market price of our common stock may decline. Accordingly, you may not be able to resell shares of our common stock at a price equal to
or higher than the price you paid for them.
Due to the nature of our compensation programs, some of our executive officers sell shares of our common stock each quarter or otherwise
periodically, including pursuant to trading plans established under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Regardless of the reasons for such sales, analysts and investors could view such actions in a negative light and the market price of our stock could be
adversely affected as a result of such periodic sales.
Our independent distributors and sales representatives may terminate their relationship with us or fail to make payments on outstanding
accounts receivable to us, which would adversely affect our financial results.
A portion of our sales is realized through independent electronics distributors that are not under our direct control. These independent sales
organizations generally represent product lines offered by several companies and thus could reduce their sales efforts applied to our products
or terminate their distribution relationship with us. In fiscal 2015, 36% of our revenues were generated from distributors the largest of which
was Avnet, our primary world-wide distributor, which accounted for 19% of our revenues. We require certain foreign distributors to provide a
letter of credit to us in an amount up to the credit limit set for accounts receivable from such foreign distributors. The letter of credit provides for
collection on accounts receivable from the foreign distributor should the foreign distributor default on their accounts receivable to us. Where
credit limits have been established above the amount of the letter of credit, we are exposed for the difference. We do not require letters of credit
from any of our domestic distributors and are not contractually protected against accounts receivable default or bankruptcy by these distributors. The inability to collect open accounts receivable could adversely affect our results of operations and financial condition. Termination of a
significant distributor, whether at our or the distributor’s initiative, could be disruptive and harmful to our current business.
Our financial results may be adversely affected by increased tax rates and exposure to additional tax liabilities.
A number of factors may increase our future effective tax rates, including, but not limited to:
• the jurisdictions in which profits are determined to be earned and taxed;
• changes in our global structure that involve an increased investment in technology outside of the United States to better align asset ownership and business functions with revenues and profits;
• the resolution of issues arising from tax audits with various tax authorities, and in particular, the outcome of the pending Internal Revenue
Service audit of our tax returns for fiscal years 2009-2011;
• changes in the valuation of our deferred tax assets and liabilities;
• adjustments to estimated taxes upon finalization of various tax returns;
• increases in expenses not deductible for tax purposes, including impairments of goodwill in connection with acquisitions;
• changes in available tax credits;
• changes in share-based compensation;
• changes in tax laws or the interpretation of such tax laws, including the Base Erosion and Profit Shifting (“BEPS”) project being conducted
by the Organization for Economic Co-operation and Development (“OECD”);
• changes in generally accepted accounting principles; and
• the repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes.
We are subject to taxation in various countries and jurisdictions. Significant judgment is required to determine tax liabilities on a worldwide
basis. Any significant increase in our future effective tax rates could reduce net income for future periods and may have a material adverse
impact on our results of operations.
Political conditions could materially affect our revenues and results of operations.
We are subject to the political and legal risks inherent in international operations. Exposure to political instabilities, different business policies
and varying legal standards could impact economic activity, which in turn could lead to a contraction of customer demand or a disruption in our
operations. We have been impacted by these problems in the past, but none have materially affected our results of operations. Problems in the
future or not-yet-materialized consequences of past problems could affect deliveries of our products to our customers, possibly resulting in
substantially delayed or lost sales and/or increased expenses that cannot be passed on to customers.
Environmental, safety and health laws and regulations could force us to expend significant capital and incur substantial costs.
Various foreign and domestic federal, state, and local government agencies impose a variety of environmental, safety and health laws and regulations on the storage, handling, use, discharge and disposal of certain chemicals, gases and other substances used or produced in the semiconductor manufacturing process. Historically, compliance with these regulations has not had a material adverse effect on our capital
expenditures, earnings, or competitive or financial position. There can be no assurance, however, that interpretation and enforcement of current
or future environmental, safety and health laws and regulations will not impose costly requirements upon us. Any failure by us to adequately
12 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
control the storage, handling, use, discharge or disposal of regulated substances could result in fines, suspension of production, alteration of
wafer fabrication processes and legal liability, which may materially adversely impact our financial condition, results of operations or liquidity.
Employee health benefit costs may negatively impact our profitability.
With a large number of employees participating in our health benefit plans, our expenses relating to employee health benefits are substantial. In
past years, we have experienced significant increases in certain of these costs, largely as a result of economic factors beyond our control,
including, in particular, ongoing increases in health care costs well in excess of the rate of inflation. While we have attempted to control these
costs in recent years, there can be no assurance that we will be as successful in controlling such costs in the future. Continued increases in
health care costs, as well as changes in laws, regulations and assumptions used to calculate health and benefit expenses, may adversely affect
our business, financial position and results of operations.
Business interruptions from natural disasters could harm our ability to produce products.
We operate our business in worldwide locations. Some of our facilities and those of our subcontractors are located in geologically unstable areas
of the world and are susceptible to damage from natural disasters. In the event of a natural disaster, we may suffer a disruption in our operations that could adversely affect our results of operations.
Our financial condition, operations and liquidity may be materially adversely affected in the event of a catastrophic loss for which we are
self-insured.
We are primarily self-insured with respect to many of our commercial risks and exposures. Based on management’s assessment and judgment,
we have determined that it is generally more cost effective to self-insure these risks. The risks and exposures we self-insure include, but are not
limited to, fire, property and casualty, natural disasters, product defects, political risk, general liability, theft, counterfeits, patent infringement,
certain employment practice matters and medical benefits for many of our U.S. employees. Should there be catastrophic loss from events such
as fires, explosions or earthquakes or other natural disasters, among many other risks, or adverse court or similar decisions in any area in which
we are self-insured, our financial condition, results of operations and liquidity may be materially adversely affected.
We may pursue acquisitions and investments that could harm our operating results and may disrupt our business.
We have made and will continue to consider making strategic business investments, alliances and acquisitions we consider necessary or desirable to gain access to key technologies that we believe will complement our existing technical capability and support our business model
objectives. Acquisitions, alliances and investments involve risks and uncertainties that may negatively impact our future financial performance
and result in an impairment of goodwill. If integration of our acquired businesses is not successful, we may not realize the potential benefits of
an acquisition or suffer other adverse effects that we currently do not foresee. We may also need to enter new markets in which we have no or
limited experience and where competitors in such markets have stronger market positions.
Any of the foregoing, and other, factors could harm our ability to achieve anticipated levels of profitability from acquired businesses or to realize
other anticipated benefits of acquisitions. In addition, because acquisitions of high technology companies are inherently risky, no assurance can
be given that our previous or future acquisitions will be successful and will not adversely affect our business, operating results, or financial
condition.
Our debt covenants may limit us from engaging in certain transactions or other activities.
We have entered into debt arrangements that contain certain covenants. The debt indentures that govern our outstanding notes include covenants that limit our ability to grant liens on its facilities and to enter into sale and leaseback transactions, which could limit our ability to secure
additional debt funding in the future. In circumstances involving a change of control of the Company followed by a downgrade of the rating of
the notes, we would be required to make an offer to repurchase the affected notes at a purchase price greater than the aggregate principal
amount of such notes, plus accrued and unpaid interest. Our ability to repurchase the notes in such events may be limited by our thenavailable financial resources or by the terms of other agreements to which we are a party. Although we currently have the funds necessary to
retire this debt, funds might not be available to repay the notes when they become due in the future.
We have access to a revolving credit facility with certain institutional lenders. The credit agreement requires us to comply with certain covenants, including a requirement that we maintain a minimum debt to EBITDA (earnings before interest, taxes, depreciation, and amortization)
ratio and a minimum interest coverage ratio (EBITDA divided by interest expense). We remain subject to these covenants although we have not
borrowed any amounts from this credit facility as it may be necessary or appropriate to do so in the future.
We may be materially adversely affected by currency fluctuations or changes in trade policies.
We conduct our manufacturing and other operations in various worldwide locations. A portion of our operating costs and expenses at foreign
locations are paid in local currencies. Many of the materials used in our products and much of the manufacturing process for our products are
supplied by foreign companies or by our foreign operations, such as our test operations in the Philippines and Thailand. Approximately 88%,
87% and 88% of our net revenues in fiscal years 2015, 2014 and 2013, respectively, were from international sales. Accordingly, both manufacturing and sales of our products may be adversely affected by political or economic conditions abroad. In addition, various forms of
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 13
protectionist trade legislation are routinely proposed in the United States and certain foreign countries. A change in current tariff structures or
other trade policies could adversely affect our foreign manufacturing or marketing strategies. Currency exchange fluctuations could also
decrease revenue and increase our operating costs, the cost of components manufactured abroad, and the cost of our products to foreign customers, or decrease the costs of products produced by our foreign competitors.
We are subject to a variety of domestic and international laws and regulations, including the use of “conflict minerals”, U.S. Customs and
Export Regulations, and the Foreign Corrupt Practices Act.
Pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has promulgated new disclosure requirements for manufacturers of products containing certain minerals that are mined from the Democratic Republic of Congo and
adjoining countries. These “conflict minerals” are commonly found in metals used in the manufacture of semiconductors. Manufacturers are
also required to disclose their efforts to prevent the sourcing of such minerals and metals produced from them. The implementation of these
new regulations may limit the sourcing and availability of some of the metals used in the manufacture of our products. The regulations may also
reduce the number of suppliers who provide conflict-free metals, and may affect our ability to obtain products in sufficient quantities or at
competitive prices. Finally, some of our customers may elect to disqualify us as a supplier if we are unable to verify that the metals used in our
products are free of conflict minerals.
Among other laws and regulations, we are also subject to U.S. Customs and Export Regulations, including U.S. International Traffic and Arms
Regulations and similar laws, which collectively control import, export and sale of technologies by companies and various other aspects of the
operation of our business, and the Foreign Corrupt Practices Act and similar anti-bribery laws, which prohibit companies from making improper
payments to government officials for the purposes of obtaining or retaining business. While our Company policies and procedures mandate
compliance with such laws and regulations, there can be no assurance that our employees and agents will always act in strict compliance. Failure to comply with such laws and regulations may result in civil and criminal enforcement, including monetary fines and possible injunctions
against shipment of product or other activities of the Company, which could have a material adverse impact on our results of operations and
financial condition.
Our certificate of incorporation contains certain anti-takeover provisions that may discourage, delay or prevent a hostile change in control
of our company.
Our certificate of incorporation permits our Board of Directors to authorize the issuance of up to 2,000,000 shares of preferred stock and to
determine the rights, preferences and privileges and restrictions applicable to such shares without any further vote or action by our stockholders. Any such issuance might discourage, delay or prevent a hostile change in control of our company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our worldwide headquarters is in San Jose, California. Manufacturing and other operations are conducted in several locations worldwide. The
following table provides certain information regarding our principal offices and manufacturing facilities at June 27, 2015:
Approximate
Floor Space
(sq. ft.)
Principal Properties Owned
Use(s)
San Jose, California
Corporate headquarters, office space, engineering, manufacturing, administration,
customer services, shipping and other
435,000
San Jose, California *
Wafer fabrication, office space and administration
N. Chelmsford, Massachusetts
Engineering, office space and administration
Beaverton, Oregon
Wafer fabrication, engineering, office space and administration
Farmers Branch, Texas
Office space, engineering, manufacturing, administration, bump facility, customer
service, warehousing, shipping, and other (49,000 sq. ft. are not being utilized
currently)
507,000
San Antonio, Texas
Wafer fabrication, office space and administration
389,000
Cavite, the Philippines
Manufacturing, engineering, administration, office space, customer service, shipping
and other
489,000
Batangas, the Philippines *
Manufacturing, engineering, office space and other
Chonburi Province, Thailand
Manufacturing, engineering, administration, office space, customer service, shipping
and other
Chandler, Arizona
Office space, engineering and test
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| 2015 Annual Report
78,000
30,000
221,000
80,000
144,000
65,000
*
Approximate
Floor Space
(sq. ft.)
Principal Properties Leased
Use(s)
Hillsboro, Oregon *
Engineering, testing, office space and administration
Dublin, Ireland
Office space, administration and customer services
26,000
Colorado Springs, Colorado
Office space, engineering, and administration
24,000
Irvine, California
Office space, engineering, and administration
32,000
Rozanno, Italy
Office space, engineering, administration and other
32,000
Bangalore, India
Office space, engineering, administration and other
35,000
325,000
During fiscal year 2015, we commenced activities to close down the operations in our San Jose, California fabrication facility, our Hillsboro, Oregon testing site, and our Batangas, the Philippines manufacturing
site. We anticipate that the closure of these sites will occur in our fiscal year 2016 with related capacity and manufacturing requirements being transferred to our other existing manufacturing locations or
alternatively to our third party subcontractors. In addition, we intend to transfer our wafer manufacturing facility in San Antonio, Texas to a foundry partner in fiscal year 2016 and to close our wafer level
packaging manufacturing facility in Dallas, Texas by fiscal year 2018.
In addition to the property listed in the above table, we also lease sales, engineering, administration and manufacturing offices and other premises at various locations in the United States and internationally under operating leases, none of which are material to our future cash flows.
These leases expire at various dates through 2029. We anticipate no difficulty in retaining occupancy of any of our other manufacturing, office
or sales facilities through lease renewals prior to expiration or through month-to-month occupancy or in replacing them with equivalent facilities.
We expect these facilities to be adequate for our business purposes through at least the next 12 months.
ITEM 3. LEGAL PROCEEDINGS
Legal Proceedings
We are party or subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business,
including proceedings and claims that relate to intellectual property matters. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in
excess of amounts already recognized or reserved, if any.
Indemnifications
We indemnify certain customers, distributors, suppliers and subcontractors for attorney fees, damages and costs awarded against such parties
in certain circumstances in which our products are alleged to infringe third party intellectual property rights, including patents, registered
trademarks or copyrights. The terms of our indemnification obligations are generally perpetual from the effective date of the agreement. In certain cases, there are limits on and exceptions to our potential liability for indemnification relating to intellectual property infringement claims.
Pursuant to our charter documents and separate written indemnification agreements, we have certain indemnification obligations to our current
officers and directors, some current and former employees who are not officers, and some former officers and directors.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 15
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol MXIM. As of August 7, 2015, there were
approximately 750 stockholders of record of our common stock.
The following table sets forth the range of the high and low closing prices by quarter for fiscal years 2015 and 2014:
High
Low
First Quarter
$34.46
$29.31
Second Quarter
$31.97
$25.78
Third Quarter
$36.23
$31.02
Fourth Quarter
$35.65
$32.26
High
Low
First Quarter
$30.04
$27.11
Second Quarter
$30.22
$27.60
Third Quarter
$32.81
$27.86
Fourth Quarter
$35.41
$31.49
Fiscal Year ended June 27, 2015
Fiscal Year ended June 28, 2014
The following table sets forth the dividends paid per share for fiscal years 2015 and 2014:
Fiscal Years
2015
2014
First Quarter
$0.28
$0.26
Second Quarter
$0.28
$0.26
Third Quarter
$0.28
$0.26
Fourth Quarter
$0.28
$0.26
Issuer Purchases of Equity Securities
The following table summarizes the activity related to stock repurchases for the three months ended June 27, 2015:
Issuer Purchases of Equity Securities
(in thousands, except per share amounts)
Total Number of
Maximum
Shares Purchased Amount That May
as Part of Publicly Yet Be Purchased
Announced Plans
Under the Plans
Average Price
Total Number of
or Programs
or Programs
Shares Purchased Paid per Share
Mar. 29, 2015 - Apr. 25, 2015
289
$34.86
289
$592,686
Apr. 26, 2015 - May 23, 2015
365
$33.07
365
$580,617
403
$34.29
403
$566,780
1,057
$34.02
1,057
$566,780
May 24, 2015 - Jun. 27, 2015
Total
In July 2013, the Board of Directors authorized us to repurchase up to $1.0 billion of the Company’s common stock from time to time at the
discretion of our management. This stock repurchase authorization has no expiration date. All prior authorizations by the Board of Directors for
the repurchase of common stock were superseded by this authorization.
16 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
During fiscal year 2015, we repurchased approximately 6.2 million shares of our common stock for $195.1 million. As of June 27, 2015, we
had a remaining authorization of $566.8 million for future share repurchases. The number of shares to be repurchased and the timing of such
repurchases will be based on several factors, including the price of the Company’s common stock and liquidity and general market and business conditions.
Stock Performance Graph
The line graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the NASDAQ
Composite Stock Index and the Philadelphia Semiconductor Index for the five years ended June 27, 2015. The graph and table assume that
$100 was invested on June 25, 2010 (the last day of trading for the fiscal year ended June 26, 2010) in each of our common stock, the NASDAQ Composite Stock Index and the Philadelphia Semiconductor Index, and that all dividends were reinvested. Cumulative total stockholder
returns for our common stock, the NASDAQ Composite Stock Index and the Philadelphia Semiconductor index are based on our fiscal year.
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our
filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The returns
shown are based on historical results and are not intended to suggest or predict future performance.
Comparison of Cumulative Five Year Total Return
$280
$260
$240
$220
$200
$180
$160
$140
$120
$100
$80
$60
06/26/10
06/25/11
06/30/12
06/29/13
06/28/14
06/27/15
NASDAQ Composite-Total Returns
Maxim Integrated Products Inc.
Philadelphia Semiconductor Index-Total Returns
Base Year
June 26,
2010
Fiscal Year Ended
June 25,
2011
June 30,
2012
June 29,
2013
June 28,
2014
June 27,
2015
Maxim Integrated Products, Inc.
100.00
143.56
158.22
177.05
223.72
237.38
NASDAQ Composite-Total Return
100.00
120.43
134.73
158.44
207.32
242.26
Philadelphia Semiconductor-Total Return
100.00
112.82
112.40
139.10
190.42
216.22
MAXIM INTEGRATED PRODUCTS, INC.
|
2015 Annual Report 17
ITEM 6. SELECTED FINANCIAL DATA
Set forth below is a summary of certain consolidated financial information with respect to the Company as of the dates and for the periods
indicated. The data set forth below for the five-year period ended June 27, 2015 are derived from and should be read in conjunction with, and
are qualified by reference to, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8—
Financial Statements and Supplementary Data, and notes thereto included elsewhere in Part IV, Item 15(a) of this Annual Report. The following
selected financial data as of June 29, 2013, June 30, 2012, and June 25, 2011 and for the two years in the period ended June 30, 2012 is
derived from our consolidated financial statements not included herein. The historical results are not necessarily indicative of the results to be
expected in any future period.
Fiscal Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
June 30,
2012
June 25,
2011
(in thousands, except percentages and per share data)
Consolidated Statements of Income Data:
Net revenues
$2,306,864
$2,453,663
$2,441,459
$2,403,529
1,034,997
1,068,898
944,892
952,677
942,377
$1,271,867
$1,384,765
$1,496,567
$1,450,852
$1,529,964
Cost of goods sold
Gross margin
Gross margin %
55.1%
Operating income
$ 237,280
% of net revenues
56.4%
$ 422,291
10.3%
Income from continuing operations
$ 206,038
Income from discontinued operations, net of tax
Net income
61.3%
$ 588,319
17.2%
$ 354,810
60.4%
$ 534,797
24.1%
$ 452,309
$2,472,341
61.9%
$ 673,039
22.3%
$ 354,918
27.2%
$ 489,009
—
—
2,603
31,809
—
$ 206,038
$ 354,810
$ 454,912
$ 386,727
$ 489,009
$
$
$
$
$
1.65
1.32
$
1.65
1.18
$
1.61
$
1.61
Earnings per share: Basic
From continuing operations
From discontinued operations
0.73
—
Basic net income per share
1.25
—
1.55
0.01
$
0.73
$
1.25
$
$
0.71
$
1.23
$
1.21
0.11
1.56
$
1.51
$
—
Earnings per share: Diluted
From continuing operations
From discontinued operations
—
Diluted net income per share
$
0.71
—
$
1.23
0.01
$
1.52
0.11
$
1.29
—
Shares used in the calculation of earnings per share:
Basic
283,675
283,344
291,835
292,810
296,755
Diluted
288,949
289,108
298,596
300,002
303,377
Dividends declared and paid per share
$
1.12
$
1.04
$
0.96
$
0.88
$
0.84
As of
June 27,
2015
June 28,
2014
June 29,
2013
June 30,
2012
June 25,
2011
(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments
$1,626,119
$1,372,425
$1,200,046
$ 956,386
$1,012,887
Working capital
$1,937,404
$1,688,067
$1,535,013
$ 943,977
$1,313,512
Total assets
$4,228,384
$4,405,618
$3,935,910
$3,737,946
$3,527,743
Long-term debt, excluding current portion
$1,000,000
$1,001,026
$ 503,573
$
5,592
$ 300,000
Total stockholders’ equity
$2,290,020
$2,429,911
$2,507,998
$2,538,277
$2,510,818
18 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and notes thereto included in
Part IV, Item 15(a), the risk factors included in Part I, Item 1A, and the “forward-looking statements” and other risks described herein and
elsewhere in this Annual Report.
Overview
We are a global company with manufacturing facilities in the United States, the Philippines and Thailand, and sales offices and design centers
throughout the world. We design, develop, manufacture and market linear and mixed-signal integrated circuits, commonly referred to as analog
circuits, for a large number of customers in diverse geographical locations. The analog market is fragmented and characterized by diverse
applications, a great number of product variations and, with respect to many circuit types, relatively long product life cycles. The major endmarkets in which we sell our products are the automotive, communications and data center, computing, consumer and industrial markets. We
are incorporated in the State of Delaware.
Critical Accounting Policies
The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we
report in our financial statements. The Securities and Exchange Commission (“SEC”) has defined the most critical accounting policies as the
ones that are most important to the presentation of our financial condition and results of operations, and that require us to make our most difficult and subjective accounting judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on
this definition, our most critical accounting policies include revenue recognition, which impacts the recording of net revenues; valuation of
inventories, which impacts costs of goods sold and gross margins; the assessment of recoverability of long-lived assets, which impacts impairment of long-lived assets; assessment of recoverability of intangible assets and goodwill, which impacts impairment of goodwill and intangible
assets; accounting for stock-based compensation, which impacts cost of goods sold, gross margins and operating expenses; accounting for
income taxes, which impacts the income tax provision; and assessment of litigation and contingencies, which impacts charges recorded in cost
of goods sold, selling, general and administrative expenses and income taxes. These policies and the estimates and judgments involved are
discussed further below. We have other significant accounting policies that either do not generally require estimates and judgments that are as
difficult or subjective, or it is less likely that such accounting policies would have a material impact on our reported results of operations for a
given period. Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in this Annual
Report.
Revenue Recognition
We recognize revenue for sales to direct customers and sales to certain distributors upon shipment, provided that persuasive evidence of a
sales arrangement exists, the price is fixed or determinable, title and risk of loss has transferred, collectability of the resulting receivable is reasonably assured, there are no customer acceptance requirements and we do not have any significant post-shipment obligations. We estimate
returns for sales to direct customers and certain distributors based on historical return rates applied against current period gross revenue. Specific customer returns and allowances are considered within this estimate.
Sales to certain distributors are made pursuant to agreements allowing for the possibility of certain sales price rebates or price protection and
for non-warranty product return privileges. The non-warranty product return privileges include allowing certain distributors to return a small portion of our products in their inventory based on their previous purchases. Given the uncertainties associated with the levels of non-warranty
product returns, sales price rebates, and price protection that could be issued to certain distributors, we defer recognition of such revenue and
related cost of goods sold until receipt of notification from these distributors that product has been sold to their end-customers.
Accounts receivable from direct customers and distributors (excluding those distributors discussed in the immediately preceding paragraph)
are recognized and inventory is relieved upon shipment as title to inventories generally transfers upon shipment at which point we have a legally
enforceable right to collection under normal terms. Accounts receivable related to consigned inventory is recognized when the customer takes
title to such inventory from its consigned location at which point inventory is relieved, title transfers, and we have a legally enforceable right to
collection under the terms of our agreement with the related customers.
We estimate potential future returns and sales allowances related to current period product revenue. Management analyzes historical returns,
changes in customer demand and acceptance of products when evaluating the adequacy of returns and sales allowances. Estimates made by
us may differ from actual returns and sales allowances. These differences may materially impact reported revenue and amounts ultimately collected on accounts receivable. Historically, such differences have not been material. At June 27, 2015 and June 28, 2014, we had $17.4 million and $16.2 million accrued for returns and allowances against accounts receivable, respectively. During fiscal years 2015 and 2014, we
recorded $81.5 million and $75.3 million for estimated returns and allowances against revenues, respectively. These amounts were offset by
$80.2 million and $71.6 million for actual returns and allowances given during fiscal years 2015 and 2014, respectively.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 19
Inventories
Inventories are stated at the lower of (i) standard cost, which approximates actual cost on a first-in-first-out basis, or (ii) market value. Our standard cost revision policy is to continuously monitor manufacturing variances and revise standard costs on a quarterly basis. Because of the
cyclical nature of the market, inventory levels, obsolescence of technology, and product life cycles, we generally write-down inventories to net
realizable value based on forecasted product demand. Actual demand and market conditions may be lower than those projected by us. This
difference could have a material adverse effect on our gross margin should inventory write-downs beyond those initially recorded become
necessary. Alternatively, should actual demand and market conditions be more favorable than those estimated by us, gross margin could be
favorably impacted as we release these reserves upon the ultimate product shipment. During fiscal years 2015, 2014 and 2013, we had net
inventory write-downs of $28.6 million, $35.1 million and $19.2 million, respectively.
Long-Lived Assets
We evaluate the recoverability of property, plant and equipment in accordance with Accounting Standards Codification (“ASC”) No. 360, Property, Plant, and Equipment (“ASC 360”). We perform periodic reviews to determine whether facts and circumstances exist that would indicate
that the carrying amounts of property, plant and equipment might not be fully recoverable. If facts and circumstances indicate that the carrying
amount of property, plant and equipment might not be fully recoverable, we compare projected undiscounted net cash flows associated with
the related asset or group of assets over their estimated remaining useful lives against their respective carrying amounts. In the event that the
projected undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are written down to their estimated
fair values based on the expected discounted future cash flows attributable to the assets. Evaluation of impairment of property, plant and
equipment requires estimates in the forecast of future operating results that are used in the preparation of the expected future undiscounted
cash flows. Actual future operating results and the remaining economic lives of our property, plant and equipment could differ from our estimates used in assessing the recoverability of these assets. These differences could result in impairment charges, which could have a material
adverse impact on our results of operations. We recorded impairment charges of $67.0 million, $11.6 million, and $24.9 million during fiscal
years 2015, 2014 and 2013, respectively.
Intangible Assets and Goodwill
We account for intangible assets in accordance with ASC No. 350, Intangibles-Goodwill and Other (“ASC 350”), We review goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying
value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor
industry are present.
Intangible asset reviews are performed when indicators exist that could indicate the carrying value may not be recoverable based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to
fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate
consistent with the guidance provided in FASB Concepts Statement No. 7, Using Cash Flow Information and Present Value in Accounting
Measurements. Impairment is based on the excess of the carrying amount over the fair value of those assets. During fiscal years 2015, 2014
and 2013, we recorded impairment of intangible assets of $8.9 million, $2.6 million and $2.8 million, respectively, related to write-offs of
acquired in-process research and development.
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets
acquired. In accordance with ASC 350 we test goodwill for impairment at the reporting unit level (operating segment or one level below an
operating segment) on an annual basis or more frequently if we believe indicators of impairment exist. During the fourth quarter of fiscal year
2015, we changed our annual goodwill impairment testing date from the first quarter to the fourth quarter of each year. This change ensures
the completion of the annual goodwill impairment test prior to the end of the annual reporting period, thereby aligning impairment testing
procedures with year-end financial reporting. This change does not accelerate, delay, avoid, or cause an impairment charge, nor does this
change result in adjustments to previously issued financial statements. The performance of the test involves a two-step process. The first step of
the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill.
We generally determine the fair value of our reporting units using the income approach methodology of valuation that includes the discounted
cash flow method as well as the market approach which includes the guideline company method. If the carrying amount of a reporting unit
exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss.
The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.
During the quarter ended December 27, 2014, goodwill for the Sensing Solutions reporting unit was determined to be impaired and we
recorded a charge of $84.1 million. The Sensing Solutions reporting unit develops integrated circuits which are primarily sold in the consumer
and automotive end customer markets. The impairment was the result of our decision within the quarter ended December 27, 2014 to exit
certain market offerings that have competitive dynamics which are no longer consistent with our business objectives.
20 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
We determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for the Sensing
Solutions reporting unit. The reporting unit’s carrying value exceeded its estimated fair value and, accordingly, a second phase of the goodwill
impairment test (“Step 2”) was performed. Under Step 2, the fair value of all Sensing Solution’s assets and liabilities were estimated, including
tangible assets and intangible assets (including existing and in-process technology) for the purpose of deriving an estimate of the implied fair
value of goodwill. The implied fair value of the goodwill was then compared to the carrying value of the goodwill to determine the amount of the
impairment.
We estimated the fair value of the Sensing Solutions reporting unit using a weighting of fair values derived equally from the income and market
approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows.
Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry
and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with
business-specific characteristics and the uncertainty related to the business’s ability to execute on the projected cash flows. The market
approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with
similar operating and investment characteristics as the reporting unit.
In performing the goodwill impairment testing for the fiscal years 2014 and 2013, the fair value was in excess of the carrying value. As a result,
no impairment charges were recorded associated with our goodwill during fiscal years 2014 and 2013.
Stock-Based Compensation
We account for stock-based compensation in accordance with ASC 718, Compensation in Stock Compensation (“ASC 718”). ASC 718 requires
the recognition of the fair value of stock-based compensation for all stock-based payment awards, including grants of stock options and other
awards made to our employees and directors in exchange for services, in the income statement. Accordingly, stock-based compensation cost is
measured at the grant date, based on the fair value of the awards ultimately expected to vest and is recognized as an expense, on the greater of
a straight-line basis or the value of awards vested each period, over the requisite service period. ASC 718 also requires forfeitures to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures or vesting differ from those estimates. Such
revisions could have a material effect on our operating results.
We use the Black-Scholes valuation model to measure the fair value of our stock options utilizing various assumptions with respect to expected
holding period, risk-free interest rates, stock price volatility and dividend yield. The assumptions we use in the valuation model are based on
subjective future expectations combined with management judgment. If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation for future awards may differ materially compared to the awards granted previously.
Accounting for Income Taxes
We must make certain estimates and judgments in the calculation of income tax expense, determination of uncertain tax positions, and in the
determination of whether deferred tax assets are more likely than not to be realized. The calculation of our income tax expense and income tax
liabilities involves dealing with uncertainties in the application of complex tax laws and regulations.
ASC 740-10, Income Taxes (“ASC 740-10”), prescribes a recognition threshold and measurement framework for financial statement reporting
and disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, a tax position is recognized in the financial
statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the recognition threshold is then measured to determine the largest amount of the benefit that has a greater than 50% likelihood of being realized upon settlement. Although we believe that our computation of
tax benefits to be recognized and realized are reasonable, no assurance can be given that the final outcome will not be different from what was
reflected in our income tax provisions and accruals. Such differences could have a material impact on our net income and operating results in
the period in which such determination is made. See Note 17: “Income Taxes” in the Notes to Consolidated Financial Statements included in
Part IV, Item 15(a) of this Annual Report for further information related to ASC 740-10.
We evaluate our deferred tax asset balance and record a valuation allowance to reduce the net deferred tax assets to the amount that is more
likely than not to be realized. In the event it is determined that the deferred tax assets to be realized in the future would be in excess of the net
recorded amount, an adjustment to the deferred tax asset valuation allowance would be recorded. This adjustment would increase income, or
additional paid in capital, as appropriate, in the period such determination was made. Likewise, should it be determined that all or part of the
net deferred tax asset would not be realized in the future, an adjustment to increase the deferred tax asset valuation allowance would be
charged to income in the period such determination is made. In assessing the need for a valuation allowance, historical levels of income,
expectations and risks associated with estimates of future taxable income and ongoing prudent and practicable tax planning strategies are considered. Realization of our deferred tax asset is dependent primarily upon future U.S. taxable income. Our judgments regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors. These changes, if any, may
require material adjustments to the net deferred tax asset and an accompanying reduction or increase in net income in the period in which
such determinations are made.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 21
Litigation and Contingencies
From time to time, we receive notices that our products or manufacturing processes may be infringing the patent or other intellectual property
rights of others, notices of stockholder litigation or other lawsuits or claims against us. We periodically assess each matter in order to determine
if a contingent liability in accordance with ASC No. 450, Accounting for Contingencies (“ASC 450”), should be recorded. In making this
determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts.
We expense legal fees associated with consultations and defense of lawsuits as incurred. Based on the information obtained, combined with
management’s judgment regarding all of the facts and circumstances of each matter, we determine whether a contingent loss is probable and
whether the amount of such loss can be estimated. Should a loss be probable and estimable, we record a contingent loss in accordance with
ASC 450. In determining the amount of a contingent loss, we take into consideration advice received from experts in the specific matter, the
current status of legal proceedings, settlement negotiations which may be ongoing, prior case history and other factors. Should the judgments
and estimates made by management be incorrect, we may need to record additional contingent losses that could materially adversely impact
our results of operations. Alternatively, if the judgments and estimates made by management are incorrect and a particular contingent loss does
not occur, the contingent loss recorded would be reversed thereby favorably impacting our results of operations.
Results of Operations
The following table sets forth certain Consolidated Statements of Income data expressed as a percentage of net revenues for the periods
indicated:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
Net revenues
100%
100%
100%
Cost of goods sold
44.9%
43.6%
38.7%
Gross margin
55.1%
56.4%
61.3%
Operating expenses:
Research and development
22.6%
22.8%
21.9%
Selling, general and administrative
13.4%
13.2%
13.3%
0.7%
0.7%
0.6%
Intangible asset amortization
Impairment of long-lived assets
2.9%
0.5%
1.0%
Impairment of goodwill and intangible assets
4.0%
0.1%
0.1%
Severance and restructuring expenses
1.3%
1.0%
0.1%
—%
0.3%
—%
Acquisition-related costs
Other operating expenses (income), net
(0.1)%
0.6%
0.1%
Total operating expenses
44.8%
39.2%
37.1%
Operating income
10.3%
17.2%
24.2%
Interest and other income (expense), net
0.4%
(0.5)%
(0.7)%
Income before provision for income taxes
10.7%
16.7%
23.5%
1.7%
2.2%
4.8%
9.0%
14.5%
18.7%
Provision for income taxes
Income from continuing operations
Income from discontinued operations, net of tax
Net income
—%
—%
0.1%
9.0%
14.5%
18.8%
The following table shows pre-tax stock-based compensation included in the components of the Consolidated Statements of Income reported
above as a percentage of net revenues for the periods indicated:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
Cost of goods sold
0.5%
0.5%
Research and development
1.8%
1.9%
1.8%
Selling, general and administrative
1.1%
1.1%
1.0%
3.4%
3.5%
3.3%
22 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
0.5%
Net Revenues
We reported net revenues of $2,306.9 million, $2,453.7 million and $2,441.5 million in fiscal years 2015, 2014 and 2013, respectively. Our net
revenues in fiscal year 2015 decreased by 6.0% compared to our net revenues in fiscal year 2014. Revenues from consumer products were
down 23% mainly due to lower demand for products in the consumer end market primarily from smartphone customers. This decrease was
partially offset by an increase in net revenues in automotive of 38%, mainly due to product offered in the automotive end market with new
design win ramps across multiple applications and customers.
Our net revenues in fiscal year 2014 increased by 0.5%, compared to our net revenues in fiscal year 2013. Revenues from automotive, communications and data center, and industrial products were up 43%, 20% and 9%, respectively, due to an increase in shipments of our products
offered in the automotive end market with new design win ramps across multiple applications and customers, an increase in server revenues
driven by the Volterra acquisition and in demand driven by network and datacom, and cable infrastructure products in the communications and
data center end market, and an increase in control and automation shipments in the industrial end market. This increase was offset by a
decrease in net revenues in consumer and computing products of 16% and 4%, respectively, mainly due to lower demand for products in the
consumer end market primarily from smartphones. The decrease in net revenues in consumer products was primarily attributable to a weakness in demand for the products of our leading customer.
Approximately 88%, 87% and 88% of our net revenues in fiscal years 2015, 2014 and 2013, respectively, were derived from customers located
outside the United States, primarily in Asia and Europe. While more than 95% of our sales are denominated in U.S. dollars, we enter into foreign
currency forward contracts to mitigate its risks on firm commitments and net monetary assets denominated in foreign currencies. The impact of
changes in foreign exchange rates on net revenues and our results of operations for fiscal years 2015, 2014 and 2013 were immaterial.
Gross Margin
Our gross margin as a percentage of net revenue was 55.1% in fiscal year 2015 compared to 56.4% in fiscal year 2014. Our gross margin
decreased by 1.3%, primarily resulted from a $51.5 million increase in accelerated depreciation relating to the San Jose wafer fabrication
facility shut down and, a $9.9 million increase in incremental amortization related to Volterra intangible assets due to a full year of amortization
in fiscal year 2015 as compared to nine months of amortization in fiscal year 2014. This decrease was mitigated by a $19.0 million reduction in
product warranty related expenses.
Our gross margin as a percentage of net revenue was 56.4% in fiscal year 2014 compared to 61.3% in fiscal year 2013. Our gross margin
decreased by $111.8 million, primarily due to a $30.5 million increase in incremental amortization related to Volterra intangible assets, a $20.8
million increase of product warranty related expenses primarily associated with one customer, a $19.0 million increase related to acquired
inventory fair value mark-up amortization mostly related to Volterra, and a $16.8 million increase in inventory reserves due to softening demand
primarily in the smartphone space.
Research and Development
Research and development expenses were $521.8 million and $558.2 million for fiscal years 2015 and 2014, respectively, which represented
22.6% and 22.8% of net revenues, respectively. The decrease in research and development expenses was primarily attributable to a decrease
in salaries and related expenses of $19.4 million as a result of headcount reductions related to restructuring programs and spending control
efforts.
Research and development expenses were $558.2 million and $534.8 million for fiscal years 2014 and 2013, respectively, which represented
22.8% and 21.9% of net revenues, respectively. The increase in research and development expenses was primarily attributable to an increase
in salaries and stock-based compensation expenses of $21.4 million as a result of acquisitions occurring in fiscal year 2014.
The level of research and development expenditures as a percentage of net revenues will vary from period to period depending, in part, on the
level of net revenues and on our success in recruiting the technical personnel needed for our new product introductions and process development. We view research and development expenditures as critical to maintaining a high level of new product introductions, which in turn are
critical to our plans for future growth.
Selling, General and Administrative
Selling, general and administrative expenses were $308.1 million and $324.7 million in fiscal years 2015 and 2014, respectively, which represented 13.4% and 13.2% of net revenues, respectively. The $16.6 million decrease was primarily attributable to spending control efforts and a
$10.2 million decrease in salaries and related expenses primarily resulting from lower total headcount.
Selling, general and administrative expenses were $324.7 million and $324.3 million in fiscal years 2014 and 2013, respectively, which represented 13.2% and 13.3% of net revenues, respectively. There were no significant fluctuations in any specific items making up the selling, general and administrative expenses.
The level of selling, general and administrative expenditures as a percentage of net revenues will vary from period to period, depending on the
level of net revenues and our success in recruiting sales and administrative personnel needed to support our operations.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 23
Impairment of Long-lived Assets
Impairment of long-lived assets was $67.0 million in fiscal year 2015 and $11.6 million in fiscal year 2014, which represented 2.9% and 0.5%
of net revenues, respectively. The $55.4 million increase was primarily due to the equipment impairment associated with the Sensing Solutions
reporting unit. For details, please refer to Note 10: “Impairment of long-lived assets” in our consolidated financial statements included in Part
IV, Item 15(a) to this Annual Report.
Impairment of long-lived assets was $11.6 million in fiscal year 2014 and $24.9 million in fiscal year 2013, which represented 0.5% and 1.0%
of net revenues, respectively. The $13.3 million decrease was primarily due to lower levels of certain assets classified as excess property, plant
and equipment and certain assets classified as held for sale written down to fair value less cost to sell, including used fabrication tools and test
equipment.
Impairment of Goodwill and Intangible Assets
Impairment of goodwill and intangible assets was $93.0 million in fiscal year 2015 and $2.6 million in fiscal year 2014. The $90.4 million
increase was primarily driven by impairments to goodwill and in-process research and development for the Sensing Solutions reporting unit.
The Sensing Solutions reporting unit develops integrated circuits that are primarily sold in the consumer and automotive end customer markets.
The impairment was the result of our decision within the quarter ended December 27, 2014 to exit certain market offerings that have competitive dynamics which are no longer consistent with our business objectives. For details, please refer to Note 8: “Goodwill and intangible
assets” in our consolidated financial statements included in Part IV, Item 15(a) to this Annual Report.
Impairment of goodwill and intangible assets was $2.6 million in fiscal year 2014 and $2.8 million in fiscal year 2013. There were no significant
fluctuations in any specific items making up the impairment of goodwill and intangible assets expenses.
Severance and Restructuring Expenses
Severance and restructuring expenses were $30.6 million in fiscal year 2015 and $24.9 million in fiscal year 2014, which represented 1.3%
and 1.0% of net revenues, respectively. The $5.7 million increase was primarily due to restructuring activities which took place during fiscal
2015, primarily $23.9 million associated with the major reorganization of the Company’s business units as well as $6.7 million associated with
the decision to shut down our San Jose wafer fabrication facility. For details, please refer to Note 18: “Restructuring Activities” in our consolidated financial statements included in Part IV, Item 15(a) to this Annual Report.
During the fiscal year 2015, we commenced activities to close down the operations in our San Jose wafer fabrication facility, our Hillsboro,
Oregon testing site, and our Batangas, the Philippines manufacturing site. Additionally, we announced the planned transfer of our wafer manufacturing facility in San Antonio, Texas to a foundry partner and to close our wafer level packaging manufacturing facility in Dallas, Texas during
our fourth fiscal quarter of 2015 earnings call. As a result of these actions, we expect to incur additional severance and restructuring expenses
throughout our fiscal year 2016.
Severance and restructuring expenses were $24.9 million in fiscal year 2014 and $2.8 million in fiscal year 2013, which represented 1.0% and
0.1% of net revenues, respectively. The $22.1 million increase was primarily due to a $10.8 million increase in severance and restructuring
expenses associated with the reorganization of certain business units and an $11.0 million increase in severance costs associated with
restructuring plans arising from the Volterra acquisition. The reorganizations were driven by the desire to focus on specific investment areas,
simplify business processes and eliminate redundant positions.
Acquisition-Related Costs
Acquisition-related costs were $7.0 million in fiscal year 2014, and included banker, legal, and other Volterra acquisition-related costs.
Other Operating Expenses (Income), Net
Other operating expenses (income), net were $(2.0) million and $15.8 million in fiscal year 2015 and 2014, respectively, which represented
(0.1)% and 0.6% of net revenues, respectively. The net decrease in other operating expenses of $17.8 million was primarily driven by a change
in estimate to an expected loss on rent expense for vacated office space of $3.4 million as well as the absence of one-time expenses incurred in
fiscal year 2014 such as the $6.0 million intellectual property infringement legal settlement and the impairment of notes receivable of $4.1 million related to a divestiture.
Other operating expenses (income), net were $15.8 million and $3.1 million in fiscal years 2014 and 2013, respectively, which represented
0.6% and 0.1% of net revenues, respectively. The net increase in other operating expenses (income) of $12.7 million was primarily attributable
to a $6.0 million intellectual property infringement legal settlement and an impairment of notes receivable of $4.1 million related to a divestiture.
24 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
Interest and Other Income (Expense), Net
Interest and other income (expense), net were $8.9 million in fiscal year 2015 and $(13.1) million in fiscal year 2014, which represented 0.4% and
(0.5)% of net revenues, respectively. The net decrease in expenses of $22.0 million to an income position was primarily attributable to the gain of
$35.8 million on the sale of our Captive Touch business, which occurred in June 2015. This gain was partially offset by a $14.0 million decrease in
income from licensing intellectual property and $5.5 million in additional interest expense resulting from the issuance of long-term notes.
Interest and other income (expense), net were $(13.1) million in fiscal year 2014 and $(18.0) million in fiscal year 2013, which represented
(0.5)% and (0.7)% of net revenues, respectively. The net decrease in expenses of $5.0 million was primarily driven by income from licensing
intellectual property of $17.1 million offset by $10.6 million in additional interest expense resulting from the issuance of long-term notes.
Provision for Income Taxes
Our annual income tax expense from continuing operations was $40.1 million, $54.4 million, and $118.0 million, in fiscal years 2015, 2014
and 2013, respectively. The effective tax rate from continuing operations was 16.3%, 13.3% and 20.7% for fiscal years 2015, 2014 and 2013,
respectively. Our federal statutory tax rate is 35%.
Our fiscal year 2015 effective tax rate was lower than the statutory tax rate primarily because earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, were taxed at lower tax rates, a $2.9 million tax benefit for fiscal year 2014 research tax
credits that were generated by the retroactive extension of the federal research tax credit to January 1, 2014 by legislation that was signed into
law on December 19, 2014, and a $24.8 million tax benefit for the favorable settlement of a Singapore tax issue, partially offset by a $84.1 million goodwill impairment charge that generated no tax benefit and stock-based compensation for which no tax benefit is expected.
Our fiscal year 2014 effective tax rate was lower than the statutory tax rate primarily because earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, were taxed at lower tax rates and a $35.6 million one-time benefit for fixed asset Federal
tax basis adjustments generated by prior year depreciation expense that did not provide a tax benefit in prior years, partially offset by stockbased compensation for which no tax benefit is expected.
Our fiscal year 2013 effective tax rate was lower than the statutory tax rate primarily because earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, were taxed at lower tax rates, partially offset by stock-based compensation for which no
tax benefit is expected. The income tax provision for the fiscal year 2013 included a $3.9 million discrete tax benefit for the retroactive
extension of the U.S. federal research tax credit to January 1, 2012 by legislation that was signed into law on January 2, 2013 and a $21.4 million discrete tax charge for research and development expenses of a foreign subsidiary for which no tax benefit is expected.
We have various entities domiciled within and outside the United States. The following is a breakout of our U.S. and Foreign income from
continuing operations before income taxes:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
Domestic pre-tax income
Foreign pre-tax income
Total
$ 68,289
$ 87,630
$ 69,680
177,881
321,596
500,599
$246,170
$409,226
$570,279
A relative increase in earnings in lower tax jurisdictions, such as Ireland, may lower our consolidated effective tax rate, while a relative increase
in earnings in higher tax jurisdictions, such as the United States, may increase our consolidated effective tax rate.
In fiscal year 2015 the percentage of pre-tax income from our foreign operations declined, which was primarily due to goodwill and in-process
research and development impairment charges realized by a foreign affiliate and accelerated depreciation generated by the San Jose wafer
fabrication facility shutdown that was charged to a foreign affiliate. The impact of pre-tax income from foreign operations reduced our effective
tax rate by 24.6 percentage points in fiscal year 2015 as compared to 19.1 percentage points in fiscal year 2014. The increased fiscal year
2015 tax rate benefit from foreign operations was primarily attributable to a $24.8 million tax benefit in fiscal year 2015 for the favorable settlement of a Singapore tax issue, partially offset by the relative decrease in fiscal year 2015 pre-tax income from foreign operations.
In fiscal year 2014 the percentage of pre-tax income from our foreign operations declined, which was primarily due to higher cost of goods sold
on foreign revenue. The impact of pre-tax income from foreign operations reduced our effective tax rate by 19.1 percentage points in fiscal year
2014 as compared to 16.5 percentage points in fiscal year 2013. The increased fiscal year 2014 tax rate benefit from foreign operations was
primarily attributable to a $21.4 million discrete tax charge in fiscal year 2013 for foreign research and development expenses for which no tax
benefit was available, partially offset by the relative decrease in fiscal year 2014 pre-tax income from foreign operations.
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2015 Annual Report 25
Recently Issued Accounting Pronouncements
(i) New Accounting Updates Recently Adopted
In the first quarter of our fiscal year 2015, we adopted Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740)Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,
which requires certain unrecognized tax benefits to be presented as reductions to deferred tax assets instead of liabilities on the Consolidated
Balance Sheets. The adoption of this standard did not have a material impact on our Consolidated Balance Sheets.
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.
ASU No. 2014-08 redefines discontinued operations as disposals representing a strategic shift in operations and having a major effect on the
organization’s operations and financial results. We early adopted this accounting standard update in the fourth quarter of fiscal year 2015.
During fiscal year 2015, we recognized a gain of $35.8 million recorded in interest and other income (expense), net for the sale of our Captive
Touch business which did not meet the criteria of discontinued operations under this accounting standard.
(ii) Recent Accounting Updates Not Yet Effective
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 uses a five-step
model to determine revenue recognition in contracts with customers. We are currently evaluating the potential impact of this standard on its
financial statements. ASU No. 2014-09 is effective in our first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each
prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 2014-09; or (ii) retrospective
with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. Early adoption in the first quarter of fiscal year 2018 is permitted.
In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest. ASU No. 2015-03 changes the presentation of debt issuance costs in financial statements. Under the new guidance, an entity presents such costs in the balance sheet as a direct deduction from the
related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. This guidance is effective beginning in the
first quarter of our fiscal year 2017 and early adoption is permitted in an interim period with any adjustments reflected as of the beginning of the
fiscal year that includes that interim period. The guidance is not expected to have a significant impact to our consolidated financial statements.
Financial Condition, Liquidity and Capital Resources
Financial Condition
Cash flows were as follows:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
Net cash provided by (used in) operating activities
$ 693,706
$ 776,107
$ 817,935
Net cash provided by (used in) investing activities
(36,073)
(609,439)
(139,372)
Net cash provided by (used in) financing activities
(429,140)
(19,182)
(384,637)
Net increase (decrease) in cash and cash equivalents
$ 228,493
$ 147,486
$ 293,926
Operating activities
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities.
Cash provided by operating activities was $693.7 million in fiscal year 2015, a decrease of $82.4 million compared with fiscal year 2014. This
decrease was primarily a result of $206.0 million of net income, a $148.8 million decrease from fiscal year 2014 and a net change in assets
and liabilities of $61.0 million, a $50.0 million decrease in cash provided by operating activities from fiscal year 2014. These decreases were
partially offset by non-cash adjustments to net income of $426.7 million, which increased cash provided by operating activities by $116.4 million compared with fiscal year 2014. The movement in non-cash adjustments primarily resulted from impairment of the Sensing Solutions
reporting unit goodwill of $84.1 million and increased depreciation of $54.8 million, primarily associated with accelerated depreciation for the
San Jose wafer fabrication facility shut down.
Cash from operations for fiscal year 2014 decreased by approximately $41.8 million compared with fiscal year 2013. This decrease was due to
lower net income of $100.1 million and lower deferred taxes of $57.5 million, which was partially offset by lower cash use of $66.8 million and
$55.9 million relating to other current assets and inventory, respectively.
26 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
Investing activities
Investing cash flows consist primarily of capital expenditures, net investment purchases and maturities and acquisitions.
Cash used in investing activities decreased by $573.4 million for fiscal year 2015 compared with fiscal year 2014. The decrease was due primarily to relative decrease in cash used for acquisitions of $451.5 million relating to the Volterra acquisition in fiscal year 2014, $56.7 million of
reduction in capital expenditures relating to property, plant and equipment due to spending control efforts and $35.6 million in cash proceeds
from the sale of our Captive Touch business.
Cash used in investing activities increased by $470.1 million for fiscal year 2014 compared with fiscal year 2013. The increase was due primarily to relative increases in cash used for acquisitions of $451.5 million relating to the Volterra acquisition, a $50.0 million increase relating to
purchase of U.S. treasury securities and lower proceeds from maturity of investments of $23.0 million. These increases were offset by
$70.2 million of reduction in capital expenditures relating to property, plant and equipment.
Financing activities
Financing cash flows consist primarily of repurchases of common stock, issuance and repayment of notes payables, payment of dividends to
stockholders, proceeds from stock option exercises and employee stock purchase plan and withholding tax payments associated with net share
settlements of equity awards.
Net cash used in financing activities increased by approximately $410.0 million for fiscal year 2015 compared with fiscal year 2014. This
increase was due primarily to the issuance of the $500 million notes net of issuance cost and discount in fiscal year 2014, as offset by less
repurchases of common stock of $110.2 million.
Net cash used in financing activities decreased by approximately $365.5 million for fiscal year 2014 compared with fiscal year 2013. This
decrease was due primarily to lower required repayments of notes payable of $298.8 million and less repurchases of common stock of
$69.8 million.
Liquidity and Capital Resources
As of June 27, 2015, our available funds consisted of $1.6 billion in cash, cash equivalents and short-term investments. We anticipate that the
available funds and cash generated from operations will be sufficient to meet cash and working capital requirements, including the anticipated
level of capital expenditures, common stock repurchases, debt repayments and dividend payments for at least the next twelve months.
Debt Levels
On November 21, 2013, we completed a public offering of $500 million aggregate principal amount of our 2.5% coupon senior unsecured and
unsubordinated notes due in November 2018 (“2018 Notes”).
On March 18, 2013, we completed a public offering of $500 million aggregate principal amount of our 3.375% senior unsecured and
unsubordinated notes due in March 2023 (“2023 Notes”).
The debt indentures that govern the 2023 Notes and the 2018 Notes, respectively, include covenants that limit our ability to grant liens on our
facilities and to enter into sale and leaseback transactions, which could limit our ability to secure additional debt funding in the future. In
circumstances involving a change of control of the Company followed by a downgrade of the rating of the 2023 Notes or the 2018 Notes, we
would be required to make an offer to repurchase the affected notes at a purchase price equal to 101% of the aggregate principal amount of
such notes, plus accrued and unpaid interest.
Available borrowing resources
We have access to a $350 million senior unsecured revolving credit facility with certain institutional lenders that expires on June 27, 2019. The
facility fee is at a rate per annum that varies based on the Company’s index debt rating and any advances under the credit agreement will
accrue interest at a base rate plus a margin based on the Company’s index debt rating. The credit agreement requires us to comply with certain
covenants, including a requirement that we maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization)
of not more than 3 to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater than 3.5 to 1. As of June 27, 2015,
we had not borrowed any amounts from this credit facility and was in compliance with all debt covenants.
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2015 Annual Report 27
Contractual Obligations
The following table summarizes our significant contractual obligations at June 27, 2015, and the effect such obligations are expected to have on
the our liquidity and cash flows in future periods. This table excludes amounts already recorded on our Consolidated Balance Sheet as current
liabilities at June 27, 2015:
Payment due by period
Total
Less than
1 year
Contractual Obligations:
Operating lease obligations(1)
Long-term debt obligations(2)
Interest payments associated with long-term debt obligations(3)
Inventory related purchase obligations(4)
$ 34,460
1,001,024
172,439
45,260
$10,270
1,024
29,375
12,969
Total
$1,253,183
$53,638
(1)
(2)
(3)
(4)
3-5 years
More than
5 years
(in thousands)
$14,133 $ 3,943
—
500,000
58,750
38,611
20,229
6,173
$ 6,114
500,000
45,703
5,889
1-3 years
$93,112
$548,727
$557,706
We lease some facilities under non-cancelable operating lease agreements that expire at various dates through 2029.
Long-term debt represents amounts primarily due for our long-term notes.
Interest payments associated with our long-term notes.
We order some materials and supplies in advance or with minimum purchase quantities. We are obligated to pay for the materials and supplies when received.
Purchase orders for the purchase of the majority of our raw materials and other goods and services are not included above. Our purchase
orders generally allow for cancellation without significant penalties. We do not have significant agreements for the purchase of raw materials or
other goods specifying minimum quantities or set prices that exceed our expected short-term requirements.
As of June 27, 2015, our gross unrecognized income tax benefits were $427.6 million which excludes $34.4 million of accrued interest and
penalties. At this time, we are unable to make a reasonably reliable estimate of the timing of payments of these amounts, if any, in individual
years due to uncertainties in the timing or outcomes of either actual or anticipated tax audits. As a result, these amounts are not included in the
table above.
Off-Balance-Sheet Arrangements
As of June 27, 2015, we did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our cash and cash equivalents, short-term investments and notes
payable. See Note 5: “Financial Instruments” in the Notes to Consolidated Financial Statements included in this Annual Report. We do not use
derivative financial instruments to hedge the ongoing risk of interest rate volatility. At June 27, 2015, we maintained a significant portfolio of
money market fund investments, which are included in cash and cash equivalents. These money market funds are generally invested only in
U.S. government or agency securities and are all available on a daily basis. Our short term investments are in U.S. government securities and
our long term notes are all fixed rate securities.
To assess the interest rate risk associated with our investment portfolio, we performed sensitivity analysis for our long term notes as of June 27,
2015, using a modeling technique that measures the change in the fair values arising from a hypothetical 100 basis points increase in the levels of interest rates across the entire yield curve, with all other variables held constant. The discount rates used were based on the market interest rates in effect at June 27, 2015. The sensitivity analysis indicated that a hypothetical 100 basis points increase in interest rates would result
in a reduction in the fair values of our long term notes, of $50.6 million.
28 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
Foreign Currency Risk
We generate less than 1.0% of our revenues in various global markets based on orders obtained in currencies other than the U.S. Dollar. We
incur expenditures denominated in non-U.S. currencies, primarily the Philippine Peso associated with our manufacturing activities in the
Philippines, and expenditures for sales offices and research and development activities undertaken outside of the U.S. We are exposed to
fluctuations in foreign currency exchange rates primarily on orders and accounts receivable from sales in these foreign currencies and cash
flows for expenditures in these foreign currencies. We have established risk management strategies designed to reduce the impact of volatility of
future cash flows caused by changes in the exchange rate for these currencies. These strategies reduce, but do not entirely eliminate, the
impact of currency exchange rates movements. We do not use derivative financial instruments for speculative or trading purposes. We routinely
hedge our exposure to certain foreign currencies with various financial institutions in an effort to minimize the impact of certain currency
exchange rate fluctuations. If a financial counterparty to any of our hedging arrangements experiences financial difficulties or is otherwise
unable to honor the terms of the foreign currency hedge, we may experience financial losses.
For derivative instruments that are designated and qualify as cash flow hedges under ASC No. 815-Derivatives and Hedging (“ASC 815”), the
effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income or loss and
reclassified into earnings into the same financial statement line as the item being hedged, and in the same period or periods during which the
hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components
excluded from the assessment of effectiveness are recognized each period in interest and other income (expense), net.
For derivative instruments that are not designated as hedging instruments under ASC 815, gains and losses are recognized each period in interest and other income (expense), net. All derivatives are foreign currency forward contracts to hedge certain foreign currency denominated
assets or liabilities. The gains and losses on these derivatives largely offset the changes in the fair value of the assets or liabilities being hedged.
As of June 27, 2015, we had outstanding foreign currency derivative contracts with a total notional amount of $117.3 million. If overall foreign
currency exchange rates appreciated (depreciated) uniformly by 10% against the U.S. dollar, our foreign currency derivative contracts outstanding as of June 27, 2015 would experience a loss (gain) of approximately $5.3 million.
Foreign exchange contracts
The net unrealized gain or loss, if any, is potentially subject to market and credit risk as it represents appreciation (decline) of the hedge position against the spot exchange rates. The net realized and unrealized gains or losses from hedging foreign currency denominated assets and
liabilities were immaterial during the fiscal years ended June 27, 2015 and June 28, 2014.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this Item are set forth at the pages indicated in Part IV, Item 15(a) of this Annual
Report and incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer (“CEO”) and our chief financial officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of June 27, 2015. The
purpose of these controls and procedures is to ensure that information required to be disclosed in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules, and that such information is
accumulated and communicated to our management, including our CEO and our CFO, to allow timely decisions regarding required disclosures.
Based on the evaluation, our management, including our CEO and our CFO, concluded that our disclosure controls and procedures were effective as of June 27, 2015.
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2015 Annual Report 29
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s CEO and CFO and effected by the Company’s Board of Directors, management, and others to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
GAAP. Our management, with the participation of our CEO and our CFO, assessed the effectiveness of our internal control over financial reporting as of June 27, 2015. Management’s assessment of internal control over financial reporting was conducted using the criteria in the Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management
has concluded that, as of June 27, 2015, our internal control over financial reporting was effective, in all material respects, based on these
criteria. Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, audited the effectiveness of the Company’s internal control
over financial reporting, as stated within their report which is included herein.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 27, 2015 that have materially affected or
are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Internal Controls
A system of internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements in accordance with GAAP and no control system, no matter how well designed and operated, can
provide absolute assurance. The design of any control system is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of its
inherent limitations, internal control over financial reporting may not prevent or detect financial statement errors and misstatements. Also,
projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or procedures may deteriorate.
30 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Maxim Integrated Products, Inc.
San Jose, California
We have audited the internal control over financial reporting of Maxim Integrated Products, Inc. and subsidiaries (the “Company”) as of
June 27, 2015, based on the criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive
and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and
other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 27, 2015, based
on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated
financial statements and financial statement schedule as of and for the fiscal year ended June 27, 2015 of the Company and our report dated
August 17, 2015 expressed an unqualified opinion on those financial statements and financial statement schedule.
DELOITTE & TOUCHE LLP
San Jose, California
August 17, 2015
MAXIM INTEGRATED PRODUCTS, INC.
|
2015 Annual Report 31
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than as follows, the information required by this Item is incorporated by reference from the Company’s Proxy Statement for the 2015
Annual Meeting of Stockholders under the headings “Audit Committee and Audit Committee Financial Expert,” “Proposal 1—Election of Directors” and Section 16(a) “Beneficial Ownership Reporting Compliance.”
Executive Officers of the Registrant
The following is information regarding our executive officers, including their positions and ages as of June 27, 2015.
Name
Age
Tunc Doluca
57
President and Chief Executive Officer
Position
Bruce E. Kiddoo
54
Senior Vice President and Chief Financial Officer
David A. Caron
55
Vice President and Chief Accounting Officer
Vivek Jain
55
Senior Vice President, Manufacturing Operations
Edwin Medlin
58
Senior Vice President, General Counsel
Matthew J. Murphy
42
Executive Vice President, Business Units, Sales, and Marketing
Christopher J. Neil
49
Senior Vice President, Maxim Ventures
Steven Yamasaki
60
Vice President, Human Resources
Mr. Doluca has served as a director of Maxim Integrated as well as the President and Chief Executive Officer since January 2007. He joined
Maxim Integrated in October 1984 and served as Vice President from 1994 to 2004. He was promoted to Senior Vice President in 2004 and
Group President in May 2005. Prior to 1994, he served in a number of integrated circuit development positions.
Mr. Kiddoo joined Maxim Integrated in September 2007 as Vice President of Finance. On October 1, 2008, Mr. Kiddoo was appointed Chief
Financial Officer and Principal Accounting Officer of Maxim Integrated and was appointed Senior Vice President in September 2009. Prior to
joining Maxim Integrated, Mr. Kiddoo held various positions at Broadcom Corporation, a global semiconductor company, beginning in
December 1999. Mr. Kiddoo served as Broadcom’s Corporate Controller and Principal Accounting Officer from July 2002 and served as Vice
President from January 2003. He also served as Broadcom’s Acting Chief Financial Officer from September 2006 to March 2007.
Mr. Caron has served as Maxim Integrated’s Corporate Controller since July 2003 and, prior to that, served as Maxim Integrated’s Director of
Accounting from December 1998 to July 2003. Mr. Caron was appointed Vice President and Chief Accounting Officer in August 2010.
Mr. Caron, who worked at Ernst & Young LLP from 1988 to 1995, is a Certified Public Accountant in the state of California (inactive).
Mr. Jain joined Maxim Integrated in April 2007 as Vice President responsible for our wafer fabrication operations. In June 2009 Mr. Jain was
promoted to Senior Vice President with expanded responsibility for managing test and assembly operations in addition to wafer fabrication
operations. Prior to joining Maxim Integrated, Mr. Jain was Plant Manager for several years at Intel Corporation’s Technology Development and
Manufacturing facility in Santa Clara, California responsible for 65nm flash manufacturing/transfer and development of 45nm flash technology.
Mr. Jain has published over 30 papers and holds over 10 patents in the field of semiconductor technology.
Mr. Medlin joined Maxim Integrated in November 1999 as Director and Associate General Counsel. He was promoted to Vice President and
Senior Counsel in April 2006, was appointed General Counsel in September 2010, and he was promoted to Senior Vice President, and General
Counsel in May 2015. Prior to joining Maxim Integrated, he was with the law firm of Ropers, Majeski, Kohn and Bentley between 1987 and
1994 where he held various positions, including director. Between 1994 and 1997, he held the positions of General Counsel, and later, General
Manager, at Fox Factory, Inc., a privately held manufacturing company. Between 1997 and 1999 he held the positions of General Counsel and
later, Vice President of Global Sales and Marketing, at RockShox, Inc., a publicly traded corporation.
Mr. Murphy joined Maxim Integrated in July 1994 and was promoted to Vice President in November 2006 and to Senior Vice President in September 2011. In May 2015, Mr. Murphy was promoted to Executive Vice President of Business Units, Sales, and Marketing. Prior to November
2006, he served in a number of business unit and executive management positions.
32 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
Mr. Neil joined Maxim Integrated in September 1990, was promoted to Vice President in April 2006, was named Division Vice President in
September 2009 and was promoted to Senior Vice President in September 2011. Prior to 2006, he held several engineering and executive
management positions. From 2011 to 2015, Mr. Neil created and ran the Company’s Industrial & Medical Solutions Group, focused on providing solutions for healthcare, factory productivity, energy, financial terminals, and security. In May 2015, Mr. Neil was appointed to create and
lead the Maxim Ventures, the Company’s venture arm
Mr. Yamasaki joined Maxim Integrated in April 2010 as Vice President of Human Resources. Prior to joining Maxim Integrated, he was Corporate Vice President of Human Resources of Applied Materials from 2008 to 2010, and was Executive Vice President of Human Resources of
YRC Worldwide from 2004 to 2008. Before joining YRC Worldwide, Mr. Yamasaki was Vice President of Human Resources at ConAgra Foods
Inc. and Honeywell International.
Code of Business Conduct and Ethics
We have a Code of Business Conduct and Ethics (the “Code of Ethics”), which applies to all directors and employees, including, but not limited
to, our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is designed to promote:
(i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest arising from personal and professional
relationships, (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we are required to file with the SEC
and in other public communications, (iii) compliance with applicable governmental laws, rules and regulations, (iv) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or group, and (v) accountability for adherence to the Code of Ethics. A copy of
the Code of Ethics is available on our website at http://www.maximintegrated.com/company/policy. The contents of our website are not
incorporated into this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Report of Compensation Committee” and
“Executive Compensation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The information required by this item is incorporated by reference from the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders under the heading “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is incorporated by reference from the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders under the headings “Corporate Governance” and “Certain Relationships and Related Transactions.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference from the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders under the headings “Report of the Audit Committee” and “Principal Accountant Fees and Services.”
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 33
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following are filed as part of this Report:
Page
(1)
(2)
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Consolidated Balance Sheets at June 27, 2015 and June 28, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Consolidated Statements of Income for each of the three years in the period ended June 27, 2015 . . . . . . . . . . . . . . . .
36
Consolidated Statements of Comprehensive Income for each of the three years in the period ended June 27, 2015 . . .
37
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended June 27, 2015 . . . . . .
38
Consolidated Statements of Cash Flows for each of the three years in the period ended June 27, 2015 . . . . . . . . . . . . .
39
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Financial Statement Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The following financial statement schedule is filed as part of this Annual Report on Form 10-K and should be read in
conjunction with the financial statements.
Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other schedules are omitted because they are not applicable, or because the required information is included in the
consolidated financial statements or notes thereto.
(3)
The Exhibits filed as a part of this Report are listed in the attached Index to Exhibits.
(b) Exhibits.
See attached Index to Exhibits.
34 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
75
MAXIM INTEGRATED PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS
June 27,
2015
June 28,
2014
(in thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents
$1,550,965
Short-term investments
$1,322,472
75,154
49,953
1,626,119
1,372,425
Accounts receivable, net of allowances of $18,286 in 2015 and $17,750 in 2014
278,844
295,828
Inventories
Total cash, cash equivalents and short-term investments
288,474
289,292
Deferred tax assets
77,306
74,597
Other current assets
49,838
54,560
2,320,581
2,086,702
Total current assets
Property, plant and equipment, net
1,090,739
1,331,519
Intangible assets, net
261,652
360,994
Goodwill
511,647
596,637
43,765
29,766
$4,228,384
$4,405,618
$
$ 102,076
Other assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
88,322
Income taxes payable
Accrued salary and related expenses
34,779
20,065
181,360
186,732
Accrued expenses
48,389
64,028
Deferred revenue on shipments to distributors
30,327
25,734
Total current liabilities
383,177
398,635
1,000,000
1,001,026
Income taxes payable
410,378
362,802
Deferred tax liabilities
90,588
159,879
Long-term debt
Other liabilities
Total liabilities
54,221
53,365
1,938,364
1,975,707
—
—
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.001 par value
Authorized: 2,000 shares, issued and outstanding: none
Common stock, $0.001 par value
Authorized: 960,000 shares
Issued and outstanding: 284,823 in 2015 and 284,441 in 2014
283
285
27,859
23,005
2,279,112
2,423,794
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
(17,234)
Total stockholders’ equity
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY
(17,173)
2,290,020
2,429,911
$4,228,384
$4,405,618
See accompanying Notes to Consolidated Financial Statements.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 35
MAXIM INTEGRATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands, except per share data)
Net revenues
$2,306,864
$2,453,663
$2,441,459
Cost of goods sold
1,034,997
1,068,898
944,892
Gross margin
1,271,867
1,384,765
1,496,567
Research and development
521,772
558,168
534,819
Selling, general and administrative
Operating expenses:
308,065
324,734
324,282
Intangible asset amortization
16,077
17,690
15,525
Impairment of long-lived assets
67,042
11,644
24,929
Impairment of goodwill and intangible assets
93,010
2,580
2,800
Severance and restructuring expenses
30,642
24,902
2,829
—
6,983
—
15,773
3,064
1,034,587
962,474
908,248
237,280
422,291
588,319
(13,065)
(18,040)
Acquisition-related costs
Other operating expenses (income), net
(2,021)
Total operating expenses
Operating income
Interest and other income (expense), net
8,890
Income before provision for income taxes
246,170
409,226
570,279
40,132
54,416
117,970
206,038
354,810
452,309
—
—
2,603
$ 206,038
$ 354,810
$ 454,912
$
$
$
Provision for income taxes
Income from continuing operations
Income from discontinued operations, net of tax
Net income
Earnings per share: Basic
From continuing operations
0.73
From discontinued operations
—
Basic
1.25
—
1.55
0.01
$
0.73
$
1.25
$
1.56
$
0.71
$
1.23
$
1.51
Earnings per share: Diluted
From continuing operations
From discontinued operations
—
Diluted
$
0.71
—
$
1.23
0.01
$
1.52
Shares used in the calculation of earnings per share:
Basic
283,675
283,344
291,835
Diluted
288,949
289,108
298,596
Dividends declared and paid per share
$
See accompanying Notes to Consolidated Financial Statements.
36 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
1.12
$
1.04
$
0.96
MAXIM INTEGRATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
Net income
$206,038
$354,810
$454,912
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit
(expense) of $0 in 2015, $13 in 2014, $103 in 2013, respectively
33
77
(179)
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit
(expense) of $(92) in 2015, $(195) in 2014, $98 in 2013, respectively
64
993
(808)
Change in net unrealized gains and losses on cumulative translation adjustment
—
391
Other comprehensive income, net of tax:
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit
(expense) of $(458) in 2015, $1,274 in 2014, $(1,295) in 2013, respectively
Tax effect of the unrealized exchange gains and losses on long-term intercompany receivables
Other comprehensive income (loss), net
369
(4,535)
(527)
1,648
(61)
Total comprehensive income
$205,977
(1,426)
$353,384
—
1,606
(932)
(313)
$454,599
See accompanying Notes to Consolidated Financial Statements.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 37
MAXIM INTEGRATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common Stock
(in thousands)
Balance, June 30, 2012
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
—
$2,553,418
$(15,434)
$2,538,277
Shares
Par
Value
Additional
Paid-In
Capital
292,732
$293
$
Net income
—
—
—
454,912
Other comprehensive income (loss), net
—
—
—
—
Repurchase of common stock
(12,761)
(13)
(170,464)
Net issuance of restricted stock units
2,127
2
(29,044)
Stock options exercised
(204,658)
—
(313)
454,912
(313)
—
(375,135)
—
—
(29,042)
3,922
4
71,338
—
—
71,342
Stock based compensation
—
—
83,678
—
—
83,678
Tax benefit on settlement of equity instruments
—
—
8,197
—
—
8,197
1,600
2
36,295
—
—
—
Common stock issued under Employee Stock Purchase
Plan
Dividends declared and paid
Balance, June 29, 2013
287,620
$288
—
$2,523,457
Net income
—
—
—
354,810
Other comprehensive income (loss), net
—
—
—
—
Repurchase of common stock
$
—
(280,215)
36,297
(280,215)
$(15,747)
—
(1,426)
$2,507,998
354,810
(1,426)
(10,424)
(10)
(145,006)
—
(305,314)
Net issuance of restricted stock units
1,992
2
(31,386)
—
—
(31,384)
Stock options exercised
3,569
3
69,636
—
—
69,639
85,324
85,324
Stock based compensation
—
—
Tax shortfall on settlement of equity instruments
—
—
Substitution of stock-based compensation awards in
connection with acquisition
—
—
1,684
2
Common stock issued under Employee Stock Purchase
Plan
Dividends declared and paid
Balance, June 28, 2014
(160,298)
—
—
—
—
—
—
1,698
—
—
1,698
42,807
—
—
42,809
(68)
—
—
—
284,441
$285
$ 23,005
$2,423,794
(294,175)
Net income
—
—
—
206,038
Other comprehensive income (loss), net
—
—
—
—
Repurchase of common stock
(6,210)
(6)
(162,271)
Net issuance of restricted stock units
1,792
—
(27,793)
Stock options exercised
(32,811)
—
$(17,173)
—
(61)
(68)
(294,175)
$2,429,911
206,038
(61)
—
(195,088)
—
—
(27,793)
3,169
3
58,584
—
—
58,587
Stock based compensation
—
—
79,381
—
—
79,381
Tax benefit on settlement of equity instruments
—
—
8,155
—
—
8,155
Modification of liability to equity instruments
—
—
7,848
—
—
7,848
1,631
1
40,950
—
—
40,951
Common stock issued under Employee Stock Purchase
Plan
Dividends declared and paid
Balance, June 27, 2015
—
—
—
284,823
$283
$ 27,859
(317,909)
$2,279,112
See accompanying Notes to Consolidated Financial Statements.
38 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
—
$(17,234)
(317,909)
$2,290,020
MAXIM INTEGRATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
Cash flows from operating activities:
Net income
$206,038
$ 354,810
$ 454,912
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation
79,491
85,452
83,808
Depreciation and amortization
299,396
244,593
207,136
Deferred taxes
(72,507)
(32,159)
25,372
In process research and development written-off
Loss (gain) from sale of property, plant and equipment
Tax benefit (shortfall) on settlement of equity instruments
8,900
2,580
2,800
419
2,187
(1,156)
8,155
Excess tax benefit from stock-based compensation
(68)
8,197
(12,549)
(14,192)
(18,923)
Impairment of long-lived assets
67,010
11,644
24,929
Impairment of goodwill
84,110
—
—
94
10,260
700
Impairment of investments in privately-held companies
Loss (gain) on sale of business
(35,849)
—
(3,285)
Changes in assets and liabilities:
Accounts receivable
Inventories
16,984
13,340
32,023
2,163
20,672
(35,245)
Other current assets
(8,783)
45,557
(21,233)
Accounts payable
(4,201)
(11,255)
(32,510)
Income taxes payable
62,350
54,492
70,156
Deferred revenue on shipments to distributors
4,593
All other accrued liabilities
Net cash provided by (used in) operating activities
(823)
277
(12,108)
(10,983)
19,977
693,706
776,107
817,935
(75,816)
(132,523)
(216,672)
Cash flows from investing activities:
Purchases of property, plant and equipment
Proceeds from sale of property, plant, and equipment
29,035
Proceeds from sale of property, plant and equipment through note receivable
—
Payments in connection with business acquisitions, net of cash acquired
—
Proceeds from sale of business
Purchases of available-for-sale securities
Purchases of privately-held companies securities
Proceeds from sale of investments in privately-held companies
Proceeds from maturity of available-for-sale securities
Net cash provided by (used in) investing activities
5,293
19,196
—
10,786
(459,256)
35,550
—
(25,142)
(49,953)
(2,767)
—
—
(200)
—
500
—
585
—
27,000
50,000
(609,439)
(139,372)
(36,073)
MAXIM INTEGRATED PRODUCTS, INC.
|
(500)
2015 Annual Report 39
MAXIM INTEGRATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the Years Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
Cash flows from financing activities
Excess tax benefit from stock-based compensation
$
12,549
Contingent consideration paid
$
14,192
—
Repayment of notes payable
(437)
Issuance of debt
—
Debt issuance cost
—
Net issuance of restricted stock units
$
18,923
(4,705)
(13,781)
(4,708)
(303,500)
497,895
494,395
(3,431)
(3,921)
(27,793)
(31,384)
(29,042)
Proceeds from stock options exercised
58,587
69,639
71,342
Issuance of common stock under employee stock purchase program
40,951
42,809
36,297
(195,088)
(305,314)
(375,135)
Repurchase of common stock
Dividends paid
(317,909)
(294,175)
(280,215)
(429,140)
(19,182)
(384,637)
228,493
147,486
293,926
1,322,472
1,174,986
881,060
$1,550,965
$1,322,472
$1,174,986
$
$
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents:
Beginning of year
End of year
Supplemental disclosures of cash flow information:
Cash paid (refunded), net during the year for income taxes
Cash paid for interest
40,500
29,410
(6,455) $
19,080
22,861
10,624
Noncash financing and investing activities:
Accounts payable related to property, plant and equipment purchases
$
4,921
$
14,474
$
16,825
Modification of liability to equity instruments
$
7,848
$
—
$
—
See accompanying Notes to Consolidated Financial Statements.
40 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: NATURE OF OPERATIONS
Maxim Integrated Products, Inc. (“Maxim Integrated”, the “Company,” “we,” “us” or “our”), incorporated in Delaware, designs, develops,
manufactures, and markets a broad range of linear and mixed-signal integrated circuits, commonly referred to as analog circuits, for a large
number of customers in diverse geographical locations. The Company also provides a range of high-frequency process technologies and capabilities for use in custom designs. The analog market is fragmented and characterized by diverse applications and a great number of product
variations with varying product life cycles. Maxim Integrated is a global company with manufacturing facilities in the United States, testing facilities in the Philippines and Thailand, and sales and circuit design offices throughout the world. Integrated circuit assembly is performed by foreign assembly subcontractors, located in countries throughout Asia, where wafers are separated into individual integrated circuits and
assembled into a variety of packages. The major end-markets the Company’s products are sold in are the automotive, communications and
data center, computing, consumer and industrial markets.
The Company has a 52-to-53-week fiscal year that ends on the last Saturday of June. Accordingly, every fifth or sixth year will be a 53-week
fiscal year. Fiscal year 2015, 2014, and 2013 were 52-week fiscal years (ended on June 27, 2015, June 28, 2014, and June 29, 2013,
respectively).
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates relate to
the useful lives and fair value of fixed assets, valuation allowance for deferred tax assets, reserves relating to uncertain tax positions, allowances
for doubtful accounts, customer returns and allowances, inventory valuation, reserves relating to litigation matters, assumptions about the fair
value of reporting units, accrued liabilities and reserves, assumptions related to the calculation of stock-based compensation and the value of
intangibles acquired and goodwill associated with business combinations. The Company bases its estimates and judgments on its historical
experience, knowledge of current conditions and its beliefs of what could occur in the future, given available information. Actual results may
differ from those estimates, and such differences may be material to the financial statements.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and all of its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Cash Equivalents and Short-term Investments
The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of demand accounts and money market funds. Short-term investments consist primarily of U.S. treasury debt securities with original maturities beyond three months at the date of purchase.
The Company’s short-term investments are considered available-for-sale. Such securities are carried at fair market value based on market
quotes and other observable inputs. Unrealized gains and losses, net of tax, on securities in this category are reported as equity in the Consolidated Statement of Comprehensive Income. Realized gains and losses on sales of investment securities are determined based on the
specific identification method and are included in Interest and other income (expense), net in the Consolidated Statements of Income.
Derivative Instruments
The Company incurs expenditures denominated in non-U.S. currencies, primarily the Philippine Peso associated with the Company’s manufacturing activities in the Philippines, and expenditures for sales offices and research and development activities undertaken outside of the U.S.
The Company is exposed to fluctuations in foreign currency exchange rates primarily on orders and accounts receivable from sales in these
foreign currencies and cash flows for expenditures in these foreign currencies. The Company has established risk management strategies
designed to reduce the impact of volatility of future cash flows caused by changes in the exchange rate for these currencies. These strategies
reduce, but do not entirely eliminate, the impact of currency exchange rates movements.
Currency forward contracts are used to offset the currency risk of non-U.S. dollar-denominated assets and liabilities. The Company typically
enters into currency forward contracts to hedge exposures associated with its expenditures denominated in Philippine Pesos and South Korean
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 41
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Won. The Company enters into contracts for its accounts receivable and backlog denominated in Japanese Yen, British Pound and Euro.
Changes in fair value of the underlying assets and liabilities are generally offset by the changes in fair value of the related currency forward
contract.
The Company uses currency forward contracts to hedge exposure to variability in anticipated non-U.S. dollar denominated cash flows. These
contracts are designated as cash flow hedges and recorded on the Consolidated Balance Sheets at their fair market value. The maturities of
these instruments are generally less than six months. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (loss) and reported
within the Consolidated Statements of Comprehensive Income. These amounts have been reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For derivative instruments that are not designated as hedging instruments, gains and
losses are recognized immediately in “Interest income (expense) and other, net” in the Consolidated Statements of Income.
Fair Value of Financial Instruments
The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants. See Note 5: “Financial Instruments” of these Notes to Consolidated Financial Statements for a further discussion on fair
value of financial instruments.
Inventories
Inventories are stated at the lower of (i) standard cost, which approximates actual cost on a first-in-first-out basis, or (ii) market value. The
Company’s standard cost revision policy is to continuously monitor manufacturing variances and revise standard costs on a quarterly basis.
Because of the cyclical nature of the market, inventory levels, obsolescence of technology, and product life cycles, the Company generally
writes down inventories to net realizable value based on forecasted product demand.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is primarily computed on the straight-line method over the estimated useful lives
of the assets, which range from 2 to 15 years for machinery and equipment and up to 40 years for buildings and building improvements.
Leasehold improvements are amortized over the lesser of their useful lives or the remaining term of the related lease. When assets are retired or
otherwise disposed of, the cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is
reflected in the Consolidated Statements of Income in the period recognized. The classification is based mainly on whether the asset is operating or not.
The Company evaluates the recoverability of property, plant and equipment in accordance with Accounting Standards Codification (“ASC”)
No. 360, Accounting for the Property, Plant, and Equipment. (“ASC 360”). The Company performs periodic reviews to determine whether facts
and circumstances exist that would indicate that the carrying amounts of property, plant and equipment exceeds their fair values. If facts and
circumstances indicate that the carrying amount of property, plant and equipment might not be fully recoverable, projected undiscounted net
cash flows associated with the related asset or group of assets over their estimated remaining useful lives are compared against their respective
carrying amounts. In the event that the projected undiscounted cash flows are not sufficient to recover the carrying value of the assets, the
assets are written down to their estimated fair values based on their expected discounted future cash flows attributable to those assets. All longlived assets classified as held for sale are reported at the lower of carrying amount or fair market value, less expected selling costs.
During the second quarter of fiscal year 2015, the Company tested the recoverability of the long-lived assets (other than goodwill) associated
with the Sensing Solutions business unit and concluded that existing Property, plant and equipment, net was impaired by $45.2 million. The
Company reached its conclusion regarding the asset impairment after determining that the undiscounted cash flows fell below the net book
value of the net assets of the Sensing Solutions reporting unit (the asset group). As a result, the Company reduced the assets to their fair value
after conducting an evaluation of each asset’s alternative use, the condition of the asset and the current market pricing and demand.
Intangible Assets and Goodwill
The Company accounts for intangible assets in accordance with ASC No. 350, Intangibles-Goodwill and Other, (“ASC 350”). The Company
reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns
in the semiconductor industry are present.
42 MAXIM INTEGRATED PRODUCTS, INC.
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MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Intangible asset reviews are performed when indicators exist that could indicate the carrying value may not be recoverable based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to
fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate
consistent with the guidance provided in FASB Concepts Statement No. 7, Using Cash Flow Information and Present Value in Accounting
Measurements. Impairment is based on the excess of the carrying amount over the fair value of those assets. During fiscal years 2015, 2014
and 2013, the Company recorded impairment of intangible assets of $8.9 million, $2.6 million and $2.8 million, respectively, related to writeoffs of acquired In-process research and development (“IPR&D”).
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets
acquired. In accordance with ASC 350, the Company tests goodwill for impairment at the reporting unit level (operating segment or one level
below an operating segment) on an annual basis or more frequently if the Company believes indicators of impairment exist. During the fourth
quarter of fiscal year 2015, the Company changed its annual goodwill impairment testing date from the first quarter to the fourth quarter of each
year. This change ensures the completion of the annual goodwill impairment test prior to the end of the annual reporting period, thereby aligning impairment testing procedures with year-end financial reporting and annual long-range plan and forecasting process. This change does not
accelerate, delay, avoid, or cause an impairment charge, nor does this change result in adjustments to previously issued financial statements.
The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of the Company’s reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as the market
approach which includes the guideline company method. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the
Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.
The Company performed the annual goodwill impairment analysis during the first quarter of fiscal year 2015 and concluded that goodwill was
not impaired, as the fair value of each reporting unit exceeded its carrying value. During the second quarter of fiscal 2015, goodwill for the
Sensing Solutions reporting unit was determined to be impaired and the Company recorded a charge of $84.1 million. The impairment was the
result of the Company’s decision during the second quarter of fiscal 2015 to exit certain market offerings that have competitive dynamics which
are no longer consistent with the Company’s business objectives. The Company determined that sufficient indicators of potential impairment
existed to require an interim goodwill impairment analysis for the Sensing Solutions reporting unit. The reporting unit’s carrying value exceeded
its estimated fair value and, accordingly, a second phase of the goodwill impairment test (“Step 2”) was performed. Under Step 2, the fair value
of all Sensing Solution’s assets and liabilities were estimated, including tangible assets and intangible assets (including existing and in-process
technology) for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the carrying value of the goodwill to determine the amount of the impairment. The Company estimated the fair value of the Sensing
Solutions reporting unit using a weighting of fair values derived equally from the income and market approach. Under the income approach, the
Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based
on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics
and the uncertainty related to the business’s ability to achieve the projected cash flows. The market approach estimates fair value based on
market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit.
No other indicators or instances of impairment were identified during fiscal year 2015. No impairment charges were recorded associated with
the Company’s goodwill during fiscal years 2014 and 2013.
Product Warranty
The Company generally warrants its products for one year from the date of shipment against defects in materials, workmanship and material
non-conformance to the Company’s specifications. The general warranty policy provides for the repair or replacement of defective products or a
credit to the customer’s account. In addition, the Company may consider its relationship with the customer when reviewing product claims. In
limited circumstances and for strategic customers in certain unique industries and applications, the Company’s product warranty may extend
for up to five years, and may also include financial responsibility, such as the payment of monetary compensation to reimburse a customer for
its financial losses above and beyond repairing or replacing the product or crediting the customer’s account should the product not meet the
Company’s specifications and losses and/or damages results from the defective product.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 43
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accruals are based on specifically identified claims and on the estimated, undiscounted cost of incurred-but-not-reported claims. If there is a
material increase in the rate of customer claims compared with the Company’s historical experience or if the Company’s estimates of probable
losses relating to specifically identified warranty exposures require revision, the Company may record a charge against future cost of sales. The
short-term and long-term portions of the product warranty liability are included within the balance sheet captions Accrued expenses and Other
liabilities, respectively, in the accompanying Consolidated Balance Sheets. For more details please refer to Note 13: “Commitments and Contingencies” of these Notes to the Consolidated Financial Statements.
Retirement Benefits
The Company provides medical benefits to certain former and current employees pursuant to certain retirement agreements. The Company also
provides retirement benefits to Philippines employees and to certain other employees in other countries. These benefits to individuals are
accounted for pursuant to a documented plan under ASC No. 715, Compensation- Retirement Benefits (“ASC 715”). Unrecognized actuarial
gains and losses and prior service cost are amortized on straight-line basis over the remaining estimated service period of participants. The
measurement date for the plan is fiscal year end.
Income Taxes
The Company accounts for income taxes using an asset and liability approach as prescribed in ASC 740-10, Income Taxes (“ASC 740-10”).
The Company records the amount of taxes payable or refundable for the current and prior years and deferred tax assets and liabilities for the
future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is
recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
ASC 740-10 prescribes a recognition threshold and measurement framework for the financial statement reporting and disclosure of an income
tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax position is recognized in the financial statements when it is
more likely than not, based on the technical merits, that the position will be sustained upon examination, including resolution of any related
appeals or litigation processes. A tax position that meets the recognition threshold is then measured to determine the largest amount of the
benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to
unrecognized tax benefits as a component of the provision for income taxes in the Consolidated Statements of Income.
The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws
across multiple tax jurisdictions. Although ASC 740-10 provides clarification on the accounting for uncertainty in income taxes recognized in the
financial statements, the recognition threshold and measurement framework will continue to require significant judgment by management.
Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s
results of operations.
Revenue Recognition
The Company recognizes revenue for sales to direct customers and sales to certain distributors upon shipment, provided that persuasive evidence of a sales arrangement exists, the price is fixed or determinable, title and risk of loss has transferred, collectability of the resulting receivable is reasonably assured, there are no customer acceptance requirements and the Company does not have any significant post-shipment
obligations. Estimated returns for sales to direct customers and certain distributors are based on historical returns rates applied against current
period gross revenues. Specific customer returns and allowances are considered within this estimate.
Sales to certain distributors are made pursuant to agreements allowing for the possibility of certain sales price rebates or price protection and
for non-warranty product return privileges. The non-warranty product return privileges include allowing certain distributors to return a small portion of the Company’s products in their inventory based on their previous purchases. Given the uncertainties associated with the levels of nonwarranty product returns, sales price rebates and price protection that could be issued to certain distributors, the Company defers recognition
of such revenue and related cost of goods sold until receipt of notification from these distributors that product has been sold to their endcustomers.
Accounts receivable from direct customers and distributors (excluding those distributors discussed in the immediately preceding paragraph)
are recognized and inventory is relieved upon shipment as title to inventories generally transfers upon shipment, at which point the Company
has a legally enforceable right to collection under normal terms. Accounts receivable related to consigned inventory is recognized when the
customer takes title to such inventory from its consigned location, at which point inventory is relieved, title transfers, and the Company has a
legally enforceable right to collection under the terms of the Company’s agreement with the related customers.
44 MAXIM INTEGRATED PRODUCTS, INC.
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MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company estimates potential future returns and sales allowances related to current period product revenue. Management analyzes historical returns, changes in customer demand and acceptance of products when evaluating the adequacy of returns and sales allowances. Estimates made by the Company may differ from actual returns and sales allowances. These differences may materially impact reported
revenue and amounts ultimately collected on accounts receivable. Historically, such differences have not been material. At June 27, 2015,
June 28, 2014, and June 29, 2013 the Company had $17.4 million, $16.2 million, and $12.4 million reserved for returns and allowances
against accounts receivable, respectively. During fiscal years 2015, 2014 and 2013, the Company recorded $81.5 million, $75.3 million and
$65.7 million for estimated returns and allowances against revenues, respectively. These amounts were offset by $80.2 million, $71.6 million
and $64.6 million actual returns and allowances given during fiscal years 2015, 2014 and 2013, respectively.
Related Party Transactions
A member of the Company’s board of directors is also a member of the board of directors of Flextronics International Ltd. During the fiscal years
ended June 27, 2015, June 28, 2014, and June 29, 2013, the Company sold approximately $60.4 million, $68.1 million, and $57.7 million,
respectively, in products to Flextronics International Ltd., a contract manufacturer, in the ordinary course of its business.
Research and Development Costs
Research and development costs are expensed as incurred. Such costs consist primarily of expenditures for labor and benefits, masks, prototype wafers and depreciation.
Shipping Costs
Shipping costs billed to customers are included in net revenues and the related shipping costs are included in cost of goods sold in the Consolidated Statements of Income.
Stock-Based Compensation
Stock-based compensation cost is measured at the grant date, based on the fair value of the awards ultimately expected to vest and is recognized as an expense, on a straight-line basis, over the requisite service period. ASC 718 also requires forfeitures to be estimated at the time of
grant and revised if necessary in subsequent periods if actual forfeitures or vesting differ from those estimates. Such revisions could have a
material effect on the Company’s operating results.
The Company uses the Black-Scholes valuation model to measure the fair value of its stock options utilizing various inputs with respect to
expected holding period, risk-free interest rates, stock price volatility and dividend yield. The assumptions the Company uses in the valuation
model are based on subjective future expectations combined with management judgment. If any of the assumptions used in the Black-Scholes
model changes, stock-based compensation for future awards may differ materially compared to the awards granted previously.
The Company uses the Monte Carlo simulation model to measure the fair value of its market stock units on the date of grant. The Company also
estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.
Restructuring
Post-employment benefits accrued for workforce reductions related to restructuring activities in the United States are accounted for under ASC
No. 712, Compensation-Nonretirement Postemployment Benefits (“ASC 712”). A liability for post-employment benefits is recorded when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated. In accordance with
ASC No. 420, Exit or Disposal Cost Obligations, generally costs associated with restructuring activities initiated outside the United States have
been recognized when they are incurred.
The Company continually evaluates the adequacy of the remaining liabilities under its restructuring initiatives. Although the Company believes
that these estimates accurately reflect the costs of its restructuring plans, actual results may differ, thereby requiring the Company to record
additional provisions or reverse a portion of such provisions.
Foreign Currency Translation and Remeasurement
The U.S. dollar is the functional currency for the Company’s foreign operations. Using the U.S. dollar as the functional currency, monetary
assets and liabilities are remeasured at the year-end exchange rates. Certain non-monetary assets and liabilities are remeasured using historical
rates. Statements of Consolidated Income are remeasured at the average exchange rates during the year. Foreign exchange gains and losses as
recorded in the Consolidated Statements of Income for all periods presented were not material.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 45
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Earnings Per Share
Basic earnings per share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings
per share incorporate the potentially dilutive incremental shares issuable upon the assumed exercise of stock options, the assumed vesting of
outstanding restricted stock units and market stock units, and the assumed issuance of common stock under the stock purchase plan. The
number of incremental shares from the assumed issuance of stock options is calculated by applying the treasury stock method. See Note 7:
“Earnings Per Share” of these Notes to Consolidated Financial Statements.
Litigation and Contingencies
From time to time, the Company receives notices that its products or manufacturing processes may be infringing the patent or other intellectual
property rights of others, notices of stockholder litigation or other lawsuits or claims against the Company. The Company periodically assesses
each matter in order to determine if a contingent liability in accordance with ASC 450 should be recorded. In making this determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts. The Company
expenses legal fees associated with consultations and defense of lawsuits as incurred. Based on the information obtained, combined with
management’s judgment regarding all of the facts and circumstances of each matter, the Company determines whether a contingent loss is
probable and whether the amount of such loss can be estimated. Should a loss be probable and estimable, the Company records a contingent
loss in accordance with ASC 450. In determining the amount of a contingent loss, the Company takes into consideration advice received from
experts in the specific matter, current status of legal proceedings, settlement negotiations which may be ongoing, prior case history and other
factors. Should the judgments and estimates made by management be incorrect, the Company may need to record additional contingent losses
that could materially adversely impact its results of operations. Alternatively, if the judgments and estimates made by management are incorrect
and a particular contingent loss does not occur, the contingent loss recorded would be reversed thereby favorably impacting the Company’s
results of operations.
Pursuant to the Company’s charter documents and separate written indemnification agreements, the Company has certain indemnification
obligations to its current officers and directors, as well as certain former officers and directors. Pursuant to such obligations, the Company has
incurred substantial expenses related to legal fees and expenses to certain former officers of the Company subject to civil charges by the SEC in
connection with Maxim Integrated’s historical stock option granting practices. The Company has also incurred substantial expenses related to
legal fees and expenses advanced to certain current and former officers and directors who were defendants in the civil actions described above.
The Company expenses such amounts as incurred.
Concentration of Credit Risk
Due to the Company’s credit evaluation and collection process, bad debt expenses have not been significant. Credit risk with respect to trade
receivables is limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the
credit risk. The Company derived approximately 36% of its fiscal year 2015 revenue from sales made through distributors which includes distribution sales to Samsung and catalog distributors. The Company’s primary distributor is Avnet Electronics (“Avnet”). Avnet, like the Company’s
other distributors, is not an end customer, but rather serves as a channel of sale to many end users of the Company’s products. Avnet
accounted for 19%, 17% and 14% of revenues in fiscal years 2015, 2014 and 2013, respectively, and 18% and 15% of accounts receivable in
fiscal years 2015 and 2014, respectively. Sales to Samsung, the Company’s largest single end customer (through direct sales and distributors),
accounted for approximately 15%, 20% and 28% of net revenues in fiscal years 2015, 2014 and 2013, respectively, and 20% of accounts
receivable as of June 27, 2015 and June 28, 2014. No other customer accounted for more than 10% of the Company’s revenues in the fiscal
year ended 2015, 2014, and 2013, and no other customer accounted for more than 10% of the Company’s accounts receivable in fiscal years
2015 and 2014.
The Company maintains cash, cash equivalents, and short-term investments with various high credit quality financial institutions, limits the
amount of credit exposure to any one financial institution or instrument, and is exposed to credit risk in the event of default by these institutions
to the extent of amounts recorded at the balance sheet date. To date, the Company has not incurred losses related to these investments.
Concentration of Other Risks
The semiconductor industry is characterized by rapid technological change, competitive pricing pressures, and cyclical market patterns. The
Company’s results of operations are affected by a wide variety of factors, including general economic conditions, both in the United States and
abroad; economic conditions specific to the semiconductor industry and to the analog and mixed signal portion of that industry; demand for the
Company’s products; the timely introduction of new products; implementation of new manufacturing technologies; manufacturing capacity; the
46 MAXIM INTEGRATED PRODUCTS, INC.
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MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ability to manufacture efficiently; the availability of materials, supplies, machinery and equipment; competition; the ability to safeguard patents
and other intellectual property in a rapidly evolving market; and reliance on assembly and, to a small extent, wafer fabrication subcontractors
and on independent distributors and sales representatives. As a result, the Company may experience substantial period-to-period fluctuations in
future operating results due to the factors mentioned above or other factors.
Recently Issued Accounting Pronouncements
(i) New Accounting Updates Recently Adopted
In the first quarter of fiscal year 2015, the Company adopted Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740)Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,
which requires certain unrecognized tax benefits to be presented as reductions to deferred tax assets instead of liabilities on the Consolidated
Balance Sheets. The adoption of this standard did not have a material impact on the Company’s Consolidated Balance Sheets.
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.
ASU No. 2014-08 redefines discontinued operations as disposals representing a strategic shift in operations and having a major effect on the
organization’s operations and financial results. The Company early adopted this accounting standard update in the fourth quarter of fiscal year
2015. During fiscal year 2015, the Company recognized a gain of $35.8 million recorded in interest and other expense (income), net, for the
sale of the Company’s Touch business which did not meet the criteria of discontinued operations under this accounting standard.
(ii) Recent Accounting Updates Not Yet Effective
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 uses a five-step
model to determine revenue recognition in contracts with customers. The Company is currently evaluating the potential impact of this standard
on its financial statements. ASU No. 2014-09 is effective for the Company in the first quarter of fiscal year 2019 using either of two methods:
(i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 201409; or (ii) retrospective with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. Early adoption in the first quarter of fiscal year 2018 is permitted.
In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest. ASU No. 2015-03 changes the presentation of debt issuance costs in financial statements. Under the new guidance, an entity presents such costs in the balance sheet as a direct deduction from the
related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. This guidance is effective for the Company beginning in the first quarter of fiscal year 2017 and early adoption is permitted in an interim period with any adjustments reflected as of
the beginning of the fiscal year that includes that interim period. The guidance is not expected to have a significant impact to the Company’s
consolidated financial statements.
NOTE 3: BALANCE SHEET COMPONENTS
Inventories consist of:
June 27,
2015
June 28,
2014
(in thousands)
Inventories:
Raw materials
$ 12,932
$ 14,774
Work-in-process
199,716
188,198
Finished goods
75,826
86,320
$288,474
$289,292
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 47
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property, plant and equipment, net, consist of:
June 27,
2015
June 28,
2014
(in thousands)
Property, plant and equipment:
Land
$
Buildings and building improvements
Machinery and equipment
Less: accumulated depreciation and amortization
45,040
$
62,093
338,394
378,477
1,970,819
2,134,813
2,354,253
2,575,383
(1,263,514)
$ 1,090,739
(1,243,864)
$ 1,331,519
The Company recorded $209.0 million, $160.7 million and $156.2 million of depreciation expense in fiscal years 2015, 2014 and 2013,
respectively. Fiscal year 2015 included $51.5 million of accelerated depreciation relating to the San Jose wafer fabrication facility shut down
which is estimated to be completed in the first quarter of the fiscal year ending June 25, 2016.
Accrued salary and related expenses consist of:
June 27,
2015
June 28,
2014
(in thousands)
Accrued salary and related expenses:
Accrued bonus
$ 86,506
$ 88,192
Accrued vacation
36,906
43,528
Accrued salaries
16,572
18,242
Accrued severance and post-employment benefits
25,136
12,192
Accrued fringe
Other
6,007
6,895
10,233
17,683
$181,360
$186,732
June 27,
2015
June 28,
2014
Accrued expenses consist of:
(in thousands)
Accrued expenses:
Accrued warranty and self-insurance
Accrued contract settlement
Accrued interest
Other
$10,882
$14,125
10,691
10,691
6,660
6,660
20,156
32,552
$48,389
$64,028
NOTE 4: FAIR VALUE MEASUREMENTS
The FASB established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy
requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs that may be used to measure fair value are as follows:
Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities.
48 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s Level 1 assets consist of money market funds.
Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated
by observable market data for substantially the full term of the asset or liability.
The Company’s Level 2 assets and liabilities consist of U.S. treasury bills, and foreign currency forward contracts, that are valued using quoted
market prices or are determined using a yield curve model based on current market rates. As a result, the Company has classified these
investments as Level 2 in the fair value hierarchy.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s Level 3 liabilities consist of contingent consideration liability related to certain prior years’ acquisitions.
Assets and liabilities measured at fair value on a recurring basis were as follows:
As of June 28, 2014
As of June 27, 2015
Fair Value
Measurements Using
Level 1
Level 2
Total
Balance
Level 3
Fair Value
Measurements Using
Level 1
Level 2
Level 3
$
$
Total
Balance
(in thousands)
Assets
—
$—
$1,156,239
$971,868
—
$ 971,868
U.S. treasury bills(2)
—
75,154
—
75,154
—
49,953
—
49,953
Foreign currency forward contracts(3)
—
679
—
679
—
316
—
316
$1,156,239
$75,833
$—
$1,232,072
$971,868
$50,269
$
—
$1,022,137
$
$
613
$—
$
$
$
$
—
$
—
—
613
$—
Money market funds(1)
Total Assets
$1,156,239
$
—
Liabilities
Foreign currency forward contracts(4)
Total Liabilities
(1)
(2)
(3)
(4)
—
—
Contingent Consideration(4)
$
—
$
613
—
$
613
—
—
$
—
$
438
—
3,215
438
$3,215
438
3,215
$
3,653
Included in Cash and cash equivalents in the accompanying Consolidated Balance Sheets.
Included in Short-term investments in the accompanying Consolidated Balance Sheets.
Included in Other current assets in the accompanying Consolidated Balance Sheets.
Included in Accrued expenses in the accompanying Consolidated Balance Sheets.
The tables below present reconciliations for liabilities measured and recorded at fair value on a recurring basis using significant unobservable
inputs (Level 3) for the fiscal years ended June 27, 2015 and June 28, 2014:
Fair Value Measured and Recorded Using Significant Unobservable Inputs (Level 3)
June 27,
2015
June 28,
2014
(in thousands)
Contingent Consideration
Beginning balance
$ 3,215
$ 8,577
Total gains or losses (realized and unrealized):
Included in earnings
384
Payments
(3,599)
1,739
(7,101)
Ending balance
$
—
$ 3,215
Changes in unrealized losses (gains) included in earnings related to liabilities still held as of period end
$
—
$ 1,739
The balance of the contingent consideration from prior year acquisitions was paid out during the year ended June 27, 2015 reducing the balance of this Level 3 instrument to $0 as of June 27, 2015.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 49
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In prior years, the valuation of contingent consideration was based on a probability weighted earnout model which relied primarily on estimates
of milestone achievements and discount rates applicable for the period expected payout. The most significant unobservable input used in the
determination of estimated fair value of contingent consideration was the estimates on the likelihood of milestone achievements, which directly
correlated to the fair value recognized in the Consolidated Balance Sheets.
The fair value of this liability was estimated quarterly by management based on inputs received from the Company’s engineering and finance
personnel. The determination of the milestone achievement is performed by the Company’s business units and reviewed by the accounting
department. Potential valuation adjustments are made as the progress toward achieving milestones becomes determinable, with the impact of
such adjustments being recorded to Other operating expenses (income), net in the Consolidated Statements of Income.
During the fiscal years ended June 27, 2015 and June 28, 2014, there were no transfers in or out of Level 3 from other levels in the fair value
hierarchy.
There were no assets or liabilities measured at fair value on a non-recurring basis as of June 27, 2015 and June 28, 2014 other than impairments of Long-Lived assets. For details, please refer to Note 10: “Impairment of long-lived assets”.
NOTE 5: FINANCIAL INSTRUMENTS
Short-term investments
Fair values were as follows:
June 28, 2014
June 27, 2015
Gross
Gross
Gross
Gross
Amortized Unrealized Unrealized Estimated Amortized Unrealized Unrealized Estimated
Gain
Loss
Gain
Loss
Cost
Fair Value
Cost
Fair Value
(in thousands)
Available-for-sale investments
U.S. treasury bills
$75,022
$132
$—
$75,154
$49,853
$100
$—
$49,953
Total available-for-sale investments
$75,022
$132
$—
$75,154
$49,853
$100
$—
$49,953
In the fiscal years ended June 27, 2015 and June 28, 2014, the Company did not recognize any impairment charges on short-term investments. The U.S. treasury bills have maturity dates between May 15, 2016 and September 15, 2016.
Derivative instruments and hedging activities
The Company incurs expenditures denominated in non-U.S. currencies, primarily the Philippine Peso associated with the Company’s manufacturing activities in the Philippines, and expenditures for sales offices and research and development activities undertaken outside of the U.S.
The Company has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects
of certain foreign currency exposures. The Company does not use these foreign currency forward contracts for trading purposes.
Derivatives designated as cash flow hedging instruments
The Company designates certain forward contracts as hedging instruments pursuant to ASC 815 Derivatives and Hedging. As of June 27, 2015
and June 28, 2014, respectively, the notional amounts of the forward contracts the Company held to purchase other international currencies in
exchange of U.S. Dollars were $54.2 million and $60.6 million, respectively, and the notional amounts of forward contracts the Company held
to sell other international currencies in exchange of U.S. Dollars were $3.7 million and $0.8 million, respectively.
Derivatives not designated as hedging instruments
As of June 27, 2015 and June 28, 2014, respectively, the notional amounts of the forward contracts the Company held to purchase other international currencies in exchange of U.S. Dollars were $31.1 million and $31.4 million, respectively, and the notional amounts of forward contracts the Company held to sell other international currencies in exchange of U.S. Dollars were $28.2 million and $48.9 million, respectively.
The fair values of outstanding foreign currency forward contracts and amounts included in the Consolidated Statements of Income were not
material for the fiscal years ended June 27, 2015 and June 28, 2014.
50 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Long-term debt
The following table summarizes the Company’s long-term debt:
June 27,
2015
June 28,
2014
(in thousands)
2.5% fixed rate notes due November 2018
$ 500,000
$ 500,000
500,000
500,000
3.375% fixed rate notes due March 2023
Notes denominated in Euro
Amortizing floating rate notes (EURIBOR plus 1.5%) due up to June 30, 2014
—
372
1,024
1,026
1,001,024
1,001,398
Term fixed rate notes (2.0%) due up to September 30, 2015
Total
Less: Current portion
Total long-term debt
(1,024)
$1,000,000
(372)
$1,001,026
On November 21, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 2.5% coupon
senior unsecured and unsubordinated notes due in November 2018 (“2018 Notes”), with an effective interest rate of 2.6%. Interest on the
2018 Notes is payable semi-annually in arrears on May 15 and November 15 of each year. The net proceeds of this offering were approximately
$494.5 million, after issuing at a discount and deducting paid expenses, and are included in the financing activities in the Consolidated Statements of Cash Flows.
On March 18, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 3.375% senior
unsecured and unsubordinated notes due in March 2023 (“2023 Notes”), with an effective interest rate of 3.5%. Interest on the 2023 Notes is
payable semi-annually in arrears on March 15 and September 15 of each year. The net proceeds of this offering were approximately $490.0
million, after issuing at a discount and deducting paid expenses, and are included in the financing activities in the Consolidated Statement of
Cash Flows.
The debt indentures that govern the 2023 Notes and the 2018 Notes, respectively, include covenants that limit the Company’s ability to grant
liens on its facilities and to enter into sale and leaseback transactions, which could limit the Company’s ability to secure additional debt funding
in the future. In circumstances involving a change of control of the Company followed by a downgrade of the rating of the 2023 Notes or the
2018 Notes, the Company would be required to make an offer to repurchase the affected notes at a purchase price equal to 101% of the
aggregate principal amount of such notes, plus accrued and unpaid interest.
The Company accounts for all the notes above based on their amortized cost. The discount and expenses (inclusive of interest expense) are
being amortized to Interest and other income (expense), net in the Consolidated Statements of Income over the life of the notes. Interest
expense associated with the notes was $29.4 million and $24.7 million during the years ended June 27, 2015 and June 28, 2014, respectively.
Interest expense associated with the discount was $2.0 million and $1.1 million during the fiscal years ended June 27, 2015 and June 28,
2014, respectively.
The estimated fair value of the Company’s debt was approximately $992 million as of June 27, 2015. The estimated fair value of the debt is
based primarily on observable market inputs and is a Level 2 measurement.
The Company recorded interest expense of $32.5 million, $27.0 million, and $16.4 million during the fiscal years ended June 27, 2015,
June 28, 2014, and June 29, 2013, respectively.
Credit Facility
The Company has access to a $350 million senior unsecured revolving credit facility with certain institutional lenders that expires on June 27,
2019. The facility fee is at a rate per annum that varies based on the Company’s index debt rating and any advances under the credit agreement will accrue interest at a base rate plus a margin based on the Company’s index debt rating. The credit agreement requires the Company
to comply with certain covenants, including a requirement that the Company maintain a ratio of debt to EBITDA (earnings before interest, taxes,
depreciation, and amortization) of not more than 3 to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater
than 3.5 to 1. As of June 27, 2015, the Company had not borrowed any amounts from this credit facility and was in compliance with all debt
covenants.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 51
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Financial Instruments
For the balance of the Company’s financial instruments, cash equivalents, accounts receivable, accounts payable and other accrued liabilities,
the carrying amounts approximate fair value due to their short maturities.
NOTE 6: STOCK-BASED COMPENSATION
At June 27, 2015, the Company had one stock incentive plan, the Company’s 1996 Stock Incentive Plan (the “1996 Plan”) and one employee
stock purchase plan, the 2008 Employee Stock Purchase Plan (the “2008 ESPP”). The 1996 Plan was adopted by the Board of Directors to
provide the grant of incentive stock options, nonstatutory stock options, restricted stock units (“RSUs”), and market stock units (“MSUs”) to
employees, directors, and consultants.
Pursuant to the 1996 Plan, the exercise price for incentive stock options and non-statutory stock options is determined to be the fair market
value of the underlying shares on the date of grant. Options typically vest ratably over a four-year period measured from the date of grant.
Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment or service.
RSUs granted to employees typically vest ratably over a four-year period and are converted into shares of the Company’s common stock upon
vesting, subject to the employee’s continued service to the Company over that period.
MSUs granted to employees typically vest ratably over a two to four-year period and are converted into shares of the Company’s common stock
upon vesting, subject to the employee’s continued service to the Company over that period. The number of shares that are released at the end
of the performance period can range from zero to a maximum cap depending on the Company’s performance. The performance metrics of this
program are based on relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund index,
(the “SPDR S&P”).
The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Consolidated
Statements of Income for fiscal years 2015, 2014 and 2013:
For the Year Ended
June 27,
2015
Stock Options
Restricted
Stock Units
and Other
Awards
Employee Stock
Purchase Plan
Total
(in thousands)
Cost of goods sold
$ 1,391
$ 8,226
$2,257
$11,874
Research and development
4,783
31,899
5,375
42,057
Selling, general and administrative
3,863
19,414
2,283
25,560
$10,037
$59,539
$9,915
$79,491
Pre-tax stock-based compensation expense
Less: income tax effect
14,131
Net stock-based compensation expense
52 MAXIM INTEGRATED PRODUCTS, INC.
$65,360
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended
June 28,
2014
Stock Options
Restricted
Stock Units
and Other
Awards
Employee Stock
Purchase Plan
Total
(in thousands)
Cost of goods sold
$ 1,650
$ 8,466
$2,132
$12,248
Research and development
8,676
31,548
5,452
45,676
Selling, general and administrative
5,486
19,734
2,308
27,528
$15,812
$59,748
$9,892
$85,452
Pre-tax stock-based compensation expense
Less: income tax effect
15,245
Net stock-based compensation expense
$70,207
For the Year Ended
June 29,
2013
Stock Options
Restricted
Stock Units
and Other
Awards
$ 1,532
$ 8,862
$2,210
$12,604
Research and development
7,230
31,475
5,441
44,146
Selling, general and administrative
5,331
19,523
2,204
27,058
$14,093
$59,860
$9,855
$83,808
Employee Stock
Purchase Plan
Total
(in thousands)
Cost of goods sold
Pre-tax stock-based compensation expense
Less: income tax effect
14,745
Net stock-based compensation expense
$69,063
The expenses included in the Consolidated Statements of Income related to Restricted Stock Units and Other Awards include expenses related
to Market Stock Units of $1.7 million, $1.5 million and $0.8 million for fiscal years 2015, 2014 and 2013, respectively.
Stock Options
The fair value of options granted to employees under the Company’s Amended and Restated 1996 Stock Incentive Plan is estimated on the
date of grant using the Black-Scholes option valuation model.
Expected volatilities are based on the historical volatilities from the Company’s traded common stock over a period equal to the expected term.
The Company is utilizing the simplified method to estimate expected holding periods. The risk-free interest rate is based on the U.S. Treasury
yield. The Company determines the dividend yield by dividing the annualized dividends per share by the prior quarter’s average stock price.
The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 53
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of options granted to employees in fiscal years 2015, 2014 and 2013 has been estimated at the date of grant using the BlackScholes option valuation model and the following weighted-average assumptions:
Stock Options For the Year Ended (1)
June 27,
2015
June 28,
2014
Expected holding period (in years)
4.8
5.3
5.3
Risk-free interest rate
1.6%
1.4%
0.7%
26.7%
34.6%
37.7%
3.2%
3.2%
3.3%
Expected stock price volatility
Dividend yield
June 29,
2013
(1) Table excludes impact from assumptions used in valuing the Volterra substitute options granted on October 1, 2013 based on an expected holding period of 3.8 years, risk-free interest rate of 1.0%, expected
stock price volatility of 27.5% and dividend yield of 3.4%.
The weighted-average fair value of stock options granted was $5.56, $7.36 and $6.69 per share for fiscal years 2015, 2014 and 2013,
respectively.
At June 27, 2015, the Company had 26.4 million shares of its common stock available for issuance to employees and other option recipients
under its 1996 Stock Incentive Plan.
The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of June 27, 2015 and their activity
during fiscal years 2015, 2014 and 2013:
Options
Balance at June 30, 2012
Number of
Shares
Weighted Average
Exercise Price
24,234,994
$25.20
Options Granted
Options Exercised
Options Cancelled
Balance at June 29, 2013
2,788,088
27.47
(3,919,847)
18.17
(3,021,896)
20,081,339
Options Granted
3,638,729
27.30
18.60
Options Cancelled
(3,987,649)
34.86
16,163,644
63,584
Intrinsic
Value (1)
31.10
(3,568,775)
Options Granted
Aggregate
Contractual Term
(In Years)
26.00
Options Exercised
Balance at June 28, 2014
Weighted Average
Remaining
25.74
32.22
Options Exercised
(3,168,704)
18.39
Options Cancelled
(2,885,508)
33.62
10,173,016
25.83
3.2
$90,549,038
Exercisable at June 27, 2015
5,044,473
$ 24.63
1.8
$52,594,028
Vested and expected to vest, June 27, 2015
9,851,208
$ 25.75
3.1
$87,716,577
Balance at June 27, 2015
(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on June 26, 2015, the last business day preceding the fiscal year
end, multiplied by the number of option outstanding, exercisable or vested and expected to vest as of June 27, 2015.
54 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes information about stock options that were outstanding and exercisable at June 27, 2015:
Options Exercisable
Outstanding Options
Number
Outstanding at
June 27, 2015
Weighted Average
Remaining
Contractual Term
(In years)
Weighted
Average
Exercise
Price
Number
Exercisable at
June 27, 2015
Weighted
Average
Exercise
Price
$12.00 - $20.00
2,341,984
1.9
$16.97
2,236,731
$16.85
$20.01 - $30.00
6,206,889
4.2
$26.37
1,349,151
$24.14
$30.01 - $40.00
1,526,240
1.1
$36.19
1,360,688
$36.64
$40.01 - $51.00
97,903
0.2
$42.05
97,903
$42.05
Range of Exercise Prices
10,173,016
5,044,473
During fiscal year 2015, the Company granted less than 0.1 million stock options from its 1996 Plan with an estimated total grant date fair value
of $0.4 million. The total intrinsic value of options exercised during fiscal years 2015, 2014 and 2013 were $45.6 million, $47.2 million and
$44.7 million, respectively. The grant date fair value of options that vested during fiscal years 2015, 2014 and 2013 were $13.1 million, $16.0
million and $11.2 million, respectively. As of June 27, 2015, there was $18.0 million of total unrecognized compensation costs related to
5.1 million unvested stock options expected to be recognized over a weighted average period of approximately 1.9 years.
Restricted Stock Units and Other Awards
The fair value of Restricted Stock Units (“RSUs”) and other awards under the Company’s Amended and Restated 1996 Stock Incentive Plan is
estimated using the value of the Company’s common stock on the date of grant, reduced by the present value of dividends expected to be paid
on the Company’s common stock prior to vesting. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures
on a quarterly basis.
The weighted-average fair value of RSUs and other awards granted was $27.92, $26.60 and $25.30 per share for fiscal years 2015, 2014 and
2013, respectively.
The following table summarizes outstanding and expected to vest RSUs and other awards as of June 27, 2015 and their activity during fiscal
years 2015, 2014 and 2013:
Number of
Shares
Balance at June 30, 2012
3,074,466
Restricted stock units and other awards released
(3,097,369)
Balance at June 29, 2013
(935,019)
7,965,532
Restricted stock units and other awards granted
3,916,111
Restricted stock units and other awards released
(2,904,787)
Restricted stock units and other awards cancelled
Balance at June 28, 2014
Aggregate
Intrinsic
Value (1)
8,923,454
Restricted stock units and other awards granted
Restricted stock units and other awards cancelled
Weighted Average
Remaining
Contractual Term
(In years)
(1,095,859)
7,880,997
Restricted stock units and other awards granted
3,178,117
Restricted stock units and other awards released
(2,589,639)
Restricted stock units and other awards cancelled
(1,339,490)
Balance at June 27, 2015
7,129,985
2.6
$248,348,305
Expected to vest at June 27, 2015
6,253,774
2.6
$214,035,409
(1) Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on June 26, 2015, the last business day preceding the fiscal year end, multiplied by
the number of RSUs and other awards outstanding, or expected to vest as of June 27, 2015.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 55
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company withheld shares totaling $27.8 million in value as a result of employee withholding taxes based on the value of the RSUs on their
vesting date for the fiscal year ended June 27, 2015. The total payments for the employees’ tax obligations to the taxing authorities are reflected
as financing activities within the Consolidated Statements of Cash Flows.
As of June 27, 2015, there was $134.2 million of unrecognized compensation cost related to 7.1 million unvested RSUs and other awards,
which is expected to be recognized over a weighted average period of approximately 2.6 years.
Market Stock Units
The Company began granting Market Stock Units (“MSUs”) to senior members of management in September 2014 instead of stock options.
MSUs are valued based on the relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund
index, (the “SPDR S&P”). The fair value of MSUs is estimated using a Monte Carlo simulation model on the date of grant. The Company also
estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis. Compensation expense is recognized based on
the initial valuation and is not subsequently adjusted as a result of the Company’s performance relative to that of the SPDR S&P index. Vesting
for MSUs is contingent upon both service and market conditions, which generally is over a two to four-year period.
The following table summarizes outstanding and expected to vest MSUs as of June 27, 2015 and their activity during fiscal years 2015, 2014
and 2013:
Number of
Shares
Balance at June 30, 2012
60,000
Market stock units released
—
Market stock units cancelled
—
2013(2)
60,000
Market stock units granted
60,000
Market stock units released
—
Market stock units cancelled
—
Balance at June 28,
Aggregate
Intrinsic
Value (1)
—
Market stock units granted
Balance at June 29,
Weighted Average
Remaining
Contractual Term
(In years)
2014(2)
120,000
Market stock units granted
423,044
Market stock units released
(42,476)
Market stock units cancelled
(85,728)
Balance at June 27, 2015
414,840
3.1
$14,199,973
Expected to vest at June 27, 2015
356,933
3.1
$12,217,827
(1) Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on June 26, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of
MSUs outstanding or expected to vest as of June 27, 2015.
(2) Reflects shares previously granted to the Company’s Chief Executive Officer only.
As of June 27, 2015, there was $4.7 million of unrecognized compensation cost related to 0.4 million unvested MSUs, which is expected to be
recognized over a weighted average period of approximately 3.1 years.
Employee Stock Purchase Plan
Employees are granted rights to acquire common stock under the Company’s 2008 Employee Stock Purchase Plan (the “ESPP”).
The Company issued 1.6 million shares of its common stock for total consideration of $41.0 million related to the ESPP plan during the fiscal
year ended June 27, 2015. As of June 27, 2015, the Company had 5.4 million shares of its common stock reserved and available for future
issuance under the 2008 ESPP.
56 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of ESPP granted to employees in fiscal years 2015, 2014 and 2013 has been estimated at the date of grant using the BlackScholes option valuation model and the following weighted-average assumptions:
ESPP For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
Expected holding period (in years)
0.5
0.5
0.5
Risk-free interest rate
0.1%
0.1%
0.1%
21.8%
20.7%
24.0%
3.3%
3.4%
3.1%
Expected stock price volatility
Dividend yield
As of June 27, 2015, there was $5.6 million of unrecognized compensation expense related to the ESPP.
Other Modifications
In September 2006, the Company suspended the issuance of shares to employees upon exercise of stock options, vesting of restricted stock
units or pursuant to planned purchases of stock under the Employee Stock Participation Plan until the Company became current with all
required SEC filings and its registration statements on Form S-8 were declared effective (“Blackout Period”). The Company instituted multiple
programs in an attempt to compensate employees during this period.
In September 2007, the Company decided to cash-settle all options expiring during the Blackout Period (“goodwill payment”) based on the
price at which 10% of the daily close prices of the Company’s common stock fall above this price for trading days from August 7, 2006 (the
date on which the Company initiated a trading blackout on officers and other individuals) through the expiration date of the option. The cash
payment is subject to the option holder executing a release of all claims relating to the option. The supplemental goodwill payment modification
changed the classification of the associated awards from equity to liability instruments. The modification resulted in a reclassification from additional paid-in capital to accrued salaries and related expenses.
In the fourth quarter of fiscal 2015, $7.8 million was reclassified from accrued salaries to additional paid-in capital due to the lapse of the
statute of limitations of certain option holders to raise claims relating to the expired options.
NOTE 7: EARNINGS PER SHARE
Basic earnings per share are computed using the weighted average number of common shares outstanding during the period. For purposes of
computing basic earnings per share, the weighted average number of outstanding shares of common stock excludes unvested stock options,
RSUs and MSUs. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options,
assumed release of unvested RSUs and MSUs and assumed issuance of common stock under the employee stock purchase plans using the
treasury stock method.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 57
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the computation of basic and diluted earnings per share:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands, except per share data)
Numerator for basic earnings per share and diluted earnings per share
Income from continuing operations
$206,038
$354,810
$452,309
—
—
2,603
$206,038
$354,810
$454,912
283,675
283,344
291,835
5,274
5,764
6,761
288,949
289,108
298,596
Income from discontinued operations, net of tax
Net income
Denominator for basic earnings per share
Effect of dilutive securities:
Stock options, ESPP, RSUs and MSUs
Denominator for diluted earnings per share
Earnings per share: Basic
From continuing operations
$
From discontinued operations
0.73
$
—
Basic
1.25
$
—
1.55
0.01
$
0.73
$
1.25
$
1.56
$
0.71
$
1.23
$
1.51
Earnings per share: Diluted
From continuing operations
From discontinued operations
—
Diluted
$
0.71
—
$
1.23
0.01
$
1.52
Approximately 3.6 million, 9.4 million, and 10.3 million stock options were excluded from the calculation of diluted earnings per share for the
fiscal years ended 2015, 2014 and 2013, respectively. These options were excluded because they were determined to be antidilutive. However,
such options could be dilutive in the future and, under those circumstances, would be included in the calculation of diluted earnings per share.
NOTE 8: GOODWILL AND INTANGIBLE ASSETS
Goodwill
The Company monitors the recoverability of goodwill recorded in connection with acquisitions, by reporting unit, annually, or more often if
events or changes in circumstances indicate that the carrying amount may not be recoverable. During the fourth quarter of fiscal year 2015, the
Company changed its annual goodwill impairment testing date from the first quarter to the fourth quarter of each year. This change ensures the
completion of the annual goodwill impairment test prior to the end of the annual reporting period, thereby aligning impairment testing procedures with year-end financial reporting and annual long-range plan and forecasting process. This change does not accelerate, delay, avoid, or
cause an impairment charge, nor does this change result in adjustments to previously issued financial statements. The Company performed the
annual goodwill impairment analysis during the first and fourth quarter of fiscal year 2015 and concluded that goodwill was not impaired, as the
fair value of each reporting unit exceeded its carrying value.
During the quarter ended December 27, 2014, goodwill for the Sensing Solutions reporting unit was determined to be impaired and the Company recorded a charge of $84.1 million. The Sensing Solutions reporting unit develops integrated circuits which are primarily sold in the consumer and automotive end customer markets. The impairment was the result of the Company’s decision within the quarter ended
December 27, 2014 to exit certain consumer market offerings that have competitive dynamics which are no longer consistent with the Company’s business objectives.
The Company determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for the
Sensing Solutions reporting unit. The reporting unit’s carrying value exceeded its estimated fair value and, accordingly, a second phase of the
goodwill impairment test (“Step 2”) was performed. Under Step 2, the fair value of all Sensing Solution’s assets and liabilities were estimated,
58 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
including tangible assets and intangible assets (including existing and in-process technology) for the purpose of deriving an estimate of the
implied fair value of goodwill. The implied fair value of the goodwill was then compared to the carrying value of the goodwill to determine the
amount of the impairment.
The Company estimated the fair value of the Sensing Solutions reporting unit using a weighting of fair values derived equally from the income
and market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of
estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking
into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the
relevant risk associated with business-specific characteristics and the uncertainty related to the business’s ability to execute on the projected
cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publiclytraded companies with similar operating and investment characteristics as the reporting unit.
Prior to completing the goodwill impairment test, the Company tested the recoverability of the Sensing Solutions long-lived assets (other than
goodwill) and concluded that existing Property, plant and equipment, net was impaired by $45.2 million and IPR&D was impaired by
$8.9 million.
No other indicators or instances of impairment were identified during the fiscal year ended June 27, 2015.
Activity and goodwill balances for the fiscal years ended June 27, 2015 and June 28, 2014 were as follows:
Goodwill
(in thousands)
Balance at June 29, 2013
$422,004
Acquisitions
175,443
Adjustments
(810)
Balance at June 28, 2014
596,637
Adjustments
(866)
Impairments
(84,124)
Balance at June 27, 2015
$511,647
Intangible Assets
The useful lives of amortizing intangible assets are as follows:
Asset
Life
Intellectual property
3 months-10 years
Customer relationships
5-10 years
Trade name
3-4 years
Patents
5 years
Intangible assets consisted of the following:
June 28, 2014
June 27, 2015
Original
Cost
Accumulated
Amortization
Net
Original
Cost
Accumulated
Amortization
Net
(in thousands)
Intellectual property
Customer relationships
$435,962
$276,175
$159,787
$435,962
$201,581
$234,381
120,230
82,774
37,456
120,230
69,064
51,166
Trade name
8,500
4,886
3,614
8,500
3,269
5,231
Patent
2,500
907
1,593
2,500
386
2,114
567,192
364,742
202,450
567,192
274,300
292,892
59,202
—
59,202
68,102
—
68,102
$626,394
$364,742
$261,652
$635,294
$274,300
$360,994
Total amortizable purchased intangible assets
IPR&D
Total purchased intangible assets
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 59
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the amortization expense of intangible assets and its presentation in the Consolidated Statements of Income:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
Cost of goods sold
Intangible asset amortization
Total intangible asset amortization expenses
$74,366
$64,483
$33,994
16,077
17,690
15,525
$90,443
$82,173
$49,519
The following table represents the estimated future amortization expense of intangible assets as of June 27, 2015:
Amount
Fiscal Year
(in thousands)
2016
$ 74,454
2017
61,782
2018
41,927
2019
13,278
2020
3,358
Thereafter
7,651
Total intangible assets
$202,450
NOTE 9: ACQUISITIONS
Acquisitions completed in fiscal year 2015
None.
Acquisitions completed in fiscal year 2014
The Company completed two acquisitions during fiscal year 2014.
VOLTERRA
On October 1, 2013, the Company completed its acquisition of Volterra, formerly a publicly traded company that develops power management
solutions. The primary reason for this acquisition was to expand the Company’s available market across a wide range of end markets, including
enterprise server, cloud computing, communications and energy. The results of operations of Volterra are included in the Company’s Consolidated Statements of Income, beginning in the second quarter of fiscal year 2014. Acquisition-related costs for the twelve months ended
June 28, 2014 were $7.0 million.
The total purchase price for Volterra was approximately $615 million and was comprised of:
Cash consideration for 100% of outstanding common stock of Volterra at $23 per share
Cash consideration for vested options settlement
Total preliminary purchase price
60 MAXIM INTEGRATED PRODUCTS, INC.
(in thousands)
$593,250
21,756
$615,006
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The purchase price allocation as of the date of the acquisition is set forth in the table below and reflects various fair value estimates and
analysis. These estimates were determined through established and generally accepted valuation techniques, including work performed by
third-party valuation specialists.
Volterra
(in thousands)
Cash and cash equivalents and short-term investments
$163,500
Accounts receivable
Inventories
23,453
33,339
Other tangible assets
Accrued expenses
17,151
(35,343)
Income taxes payable
Other liabilities assumed
(23,241)
(20,149)
Net tangible assets
158,710
Amortizable intangible assets
226,900
IPR&D
Goodwill
56,200
174,894
Substitution of stock-based compensation awards
(1,698)
Total purchase price
$615,006
IPR&D assets relate to future technology, is capitalized until the technology is ready for its intended use and then amortized over the technology
useful life. IPR&D costs incurred by the Company subsequent to the acquisition are expensed.
Goodwill was primarily attributable to the opportunities from the addition of Volterra’s product portfolio which complements the Company’s suite
of products, including providing integrated process solutions to customers. The goodwill is not deductible for tax purposes.
The amortizable intangible assets are being amortized on a straight-line basis over their estimated useful lives as follows:
Volterra acquisition
Intellectual property
Customer relationships
Trade name
Fair value
(in thousands)
Weighted average useful life
(in years)
$192,500
4.9
24,600
9.6
6,400
4.0
Backlog
900
0.4
Patents
2,500
4.8
Total amortizable intangible assets
$226,900
Pro forma results of operations for this acquisition have not been presented because it is not material to the Company’s Consolidated
Statements of Income.
Refer to Note 18: “Restructuring Activities” of these Notes to Consolidated Financial Statements for a discussion on Volterra Restructuring Plan.
OTHER ACQUISITION
The Company acquired another company during the fiscal year ended June 28, 2014, which develops low power high performance analog
circuits. The total cash consideration in exchange for 100% of the outstanding shares, for this acquisition was approximately $6.1 million for
which the purchase price was largely attributable to the acquired developed intellectual property. Goodwill associated with this acquisition was
$0.5 million. Acquisition related costs were not material for this transaction.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 61
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Acquisitions completed in fiscal year 2013
None.
NOTE 10: IMPAIRMENT OF LONG-LIVED ASSETS
Fiscal year 2015 impairments:
During the fiscal year ended June 27, 2015, the Company recorded $67.0 million in impairment of long-lived assets in the Company’s
Consolidated Statements of Income.
The impairment was primarily related to the write down of equipment relating to the Sensing Solutions reporting unit of $45.2 million. For background, please refer to Note 8: “Goodwill & intangible assets”. The Company reached its conclusion regarding the asset impairment after
determining that the undiscounted cash flows fell below the net book value of the net assets of the Sensing Solutions reporting unit (the asset
group). As a result, the Company reduced the assets to their fair value after conducting an evaluation of each asset’s alternative use, the condition of the asset and the current market pricing and demand.
The impairment was also related to the write down of used fabrication tools and software of $21.8 million identified by the Company as obsolete.
The Company reduced the fabrication tools to their fair value after conducting an evaluation of each asset’s alternative use, the condition of the
asset and the current market pricing and demand.
Fiscal year 2014 impairments:
During the fiscal year ended June 28, 2014, the Company recorded $11.6 million in impairment of long-lived assets in the Company’s
Consolidated Statements of Income.
The impairment includes electronic design automation (“EDA”) software identified as excess primarily due to EDA assets replaced with assets
that are more cost efficient. It also includes certain U.S. test operation assets identified as excess and no longer needed. These assets included
primarily test manufacturing equipment which was recorded in Property, plant, and equipment, net in the Consolidated Balance Sheet. The
Company also impaired fabrication tools and a building classified as held for sale. The fabrication tools were fully impaired while the building
was impaired down to fair value less cost to sell. The fair value of the building was determined mainly after consideration of evidence such as
broker estimates, building condition, and offers received.
Fiscal year 2013 impairments:
During the second quarter of fiscal year 2013, the Company identified certain assets as excess primarily attributable to the transition to utilizing
newer, more efficient manufacturing equipment. These assets included used fabrication tools and test manufacturing equipment. In connection
with these circumstances, the Company recorded a charge for the write down of equipment to its estimated fair value. The total charge of $22.2
million was included in impairment of long-lived assets in the Company’s Consolidated Statements of Income. The Company reached its conclusion regarding the asset impairment after conducting an evaluation of assets fair values. The fair value of the equipment was determined
mainly after consideration of quoted market prices of similar equipment adjusted for equipment specifications and condition in addition to the
current market demand and size.
During the first quarter of fiscal year 2013, the Company identified certain idle facilities as held for sale. In connection with these circumstances, the Company recorded a charge for the write-down of land and buildings to their estimated fair value, less cost to sell. The total charge
of $2.7 million was included in Impairment of long-lived assets in the Company’s Consolidated Statements of Income. The Company reached its
conclusion regarding the asset impairment after conducting an evaluation of assets fair values. The fair value of the land and buildings was
determined mainly after consideration of evidence such as appraisals and offers received.
NOTE 11: DISCONTINUED OPERATIONS
Fiscal year 2015 and 2014:
None.
Fiscal year 2013:
On December 31, 2012, the Company sold its video processing product line to GEO Semiconductor, Inc. As a result of this transaction, the
Company recognized a gain on sale of discontinued operations of $2.6 million, net of income taxes.
62 MAXIM INTEGRATED PRODUCTS, INC.
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MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12: SEGMENT INFORMATION
The Company designs, develops, manufactures and markets a broad range of linear and mixed signal integrated circuits.
Prior to the Company’s reorganization which occurred in the fourth quarter of fiscal 2015, the Company had three operating segments that the
Company aggregated into one reportable segment as the Company concluded the three operating segments shared similar economic and qualitative characteristics. The Company’s reorganization resulted in the consolidation of the management of the Research and Development
(“R&D”) and Sales functions under one executive who reports to the Company’s Chief Executive Officer (the “CEO”). Previously R&D was
managed by three executives who reported to the Company’s CEO and Sales was managed by one executive who reported to the Company’s
CEO. As a result of this reorganization, all of the Company’s products are designed through a centralized R&D function, and continue to be
manufactured using centralized manufacturing (internal and external), and sold through a centralized sales force and shared wholesale distributors. Through the consolidation of management of the R&D and Sales functions this reorganization is intended to allow for faster investment
decisions, improved R&D efficiency, and facilitate stronger collaborations between internal organizations to increase productivity, improve customer satisfaction, and drive revenue growth.
As of the fiscal year ended June 27, 2015, the Company has one operating segment. In accordance with ASC No. 280, Segment Reporting
(“ASC 280”), the Company considers operating segments to be components of the Company’s business for which separate financial
information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker in deciding how to allocate resources and
in assessing performance. The Chief Operating Decision Maker for the Company was assessed and determined to be the CEO. The CEO reviews
financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly,
the Company has determined that it has a single operating and reportable segment.
Enterprise-wide information is provided in accordance with ASC 280. Geographical revenue information is based on customers’ ship-to location.
Long-lived assets consist of property, plant and equipment. Property, plant and equipment information is based on the physical location of the
assets at the end of each fiscal year.
Net revenues from unaffiliated customers by geographic region were as follows:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
United States
$ 281,374
$ 320,282
$ 283,807
China
947,231
997,706
996,108
Rest of Asia
665,388
748,320
799,824
Europe
347,275
324,867
294,998
65,596
62,488
66,722
$2,306,864
$2,453,663
$2,441,459
Rest of World
Net long-lived assets by geographic region were as follows:
Fiscal Year Ended
June 27,
2015
June 28,
2014
(in thousands)
United States
$ 783,148
$1,035,699
Philippines
166,405
172,823
Rest of World
141,186
122,997
$1,090,739
$1,331,519
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 63
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13: COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is party or subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course
of business, including proceedings and claims that relate to intellectual property matters. While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any of these matters, individually or in the aggregate, will result in
losses that are materially in excess of amounts already recognized or reserved, if any.
Commitments
The Company leases certain of its facilities under various operating leases that expire at various dates through June 2036. The lease agreements generally include renewal provisions and require the Company to pay property taxes, insurance, and maintenance costs.
Future annual minimum payments for all commitments are as follows:
Payment due by period
Fiscal year
2016
Fiscal year
2017
34,460
$10,270
$ 9,060
$ 5,073
1,001,024
1,024
—
172,439
29,375
45,260
$1,253,183
Total
Contractual Obligations
Operating lease obligations(1)
Long-term and short- term debt
obligations(2)
Interest payments associated with longterm debt obligations(3)
Capital equipment and inventory
related purchase obligations(4)
Total
(1)
(2)
(3)
(4)
Fiscal year
2018
Fiscal year
2019
Fiscal year
2020
Thereafter
(in thousands)
$
$
2,227
$ 1,716
$
6,114
—
500,000
—
500,000
29,375
29,375
21,736
16,875
45,703
12,969
11,794
5,214
3,222
3,384
8,677
$53,638
$50,229
$39,662
$527,185
$21,975
$560,494
The Company leases some facilities under non-cancelable operating lease agreements that expire at various dates through 2029.
Long-term debt represents amounts primarily due for the Company’s long-term notes.
Interest payments associated with the Company’s long-term notes.
The Company orders some materials and supplies in advance or with minimum purchase quantities. The Company is obligated to pay for the materials and supplies when received.
Purchase orders for the purchase of the majority of the Company’s raw materials and other goods and services are not included in the table.
The Company’s purchase orders generally allow for cancellation without significant penalties. The Company does not have significant agreements for the purchase of raw materials or other goods specifying minimum quantities or set prices that exceed its expected short-term
requirements.
Rental expense amounted to approximately $9.0 million, $10.8 million, and $9.5 million in fiscal years 2015, 2014 and 2013, respectively.
Indemnification
The Company indemnifies certain customers, distributors, suppliers and subcontractors for attorney fees and damages and costs awarded
against such parties in certain circumstances in which the Company’s products are alleged to infringe third party intellectual property rights,
including patents, registered trademarks or copyrights. The terms of the Company’s indemnification obligations are generally perpetual from the
effective date of the agreement. In certain cases, there are limits on and exceptions to the Company’s potential liability for indemnification
relating to intellectual property infringement claims.
Pursuant to the Company’s charter documents and separate written indemnification agreements, the Company has certain indemnification
obligations to its current officers, employees and directors, as well as certain former officers and directors.
Product Warranty
The Company generally warrants its products for one year from the date of shipment against defects in materials, workmanship and material
non-conformance to the Company’s specifications. The general warranty policy provides for the repair or replacement of defective products or a
credit to the customer’s account. In addition, the Company may consider its relationship with the customer when reviewing product claims. In
limited circumstances and for strategic customers in certain unique industries and applications, the Company’s product warranty may extend
64 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for up to five years, and may also include financial responsibility, such as the payment of monetary compensation to reimburse a customer for
its financial losses above and beyond repairing or replacing the product or crediting the customer’s account should the product not meet the
Company’s specifications and losses and/or damages results from the defective product.
Accruals are based on specifically identified claims and on the estimated, undiscounted cost of incurred-but-not-reported claims. If there is a
material increase in the rate of customer claims compared with the Company’s historical experience or if the Company’s estimates of probable
losses relating to specifically identified warranty exposures require revision, the Company may record a charge against future cost of sales.
Product warranty liability is included within the balance sheet captions “Accrued expenses” and “Other liabilities” in the accompanying Consolidated Balance Sheets.
The changes in the Company’s aggregate product warranty liabilities for the fiscal years ended June 27, 2015 and June 28, 2014 were as
follows:
June 27,
2015
June 28,
2014
(in thousands)
Product warranty liability at beginning of the year
$21,296
Accruals assumed from acquisition
3,075
—
15,443
Accruals
1,665
19,818
Payments
(8,686)
(16,189)
(839)
(851)
Changes in estimate
Product warranty liability at ending of the year
Current portion
Non-current portion
$13,436
21,296
9,136
12,696
$ 4,300
8,600
NOTE 14: COMPREHENSIVE INCOME
The changes in accumulated other comprehensive loss by component and related tax effects in the fiscal year ended June 27, 2015 were as
follows:
Unrealized
gain (loss) on
intercompany
receivables
Unrealized
gain
(loss) on
postretirement
benefits
Cumulative
translation
adjustment
$(7,401)
$ (5,838)
$(1,527)
Unrealized
gain
(loss) on
cash flow
hedges
Unrealized
gain (loss) on
available-forsale securities
Total
$(1,004)
$ 23
$(15,747)
(237)
64
(7,417)
(in thousands)
June 29, 2013
Other comprehensive income (loss) before
reclassifications
Amounts reclassified out of accumulated other
comprehensive income (loss)
Tax effects
Other comprehensive income (loss)
June 28, 2014
Other comprehensive income (loss) before
reclassifications
Amounts reclassified out of accumulated other
comprehensive income (loss)
Tax effects
Other comprehensive income (loss)
June 27, 2015
—
(7,244)
—
—
1,435
391
1,648
1,274
—
1,648
$(5,753)
—
—
(527)
(527)
$(6,280)
(4,535)
1,425
(195)
77
(1,426)
$100
$(17,173)
—
(6,272)
33
(6,239)
827
—
6,428
(458)
—
—
369
$(10,004)
$(1,136)
993
3,251
2,740
(11)
$(10,373)
391
—
13
$
(92)
—
$(1,136)
$
—
7,255
—
(1,077)
64
33
(61)
53
$133
$(17,234)
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 65
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts reclassified out of Unrealized loss on post-retirement benefits were included in Selling, general and administrative in the Consolidated
Statements of Income. Amounts reclassified out of Unrealized loss on cash flow hedges were included in Net revenues, Cost of goods sold and
Other operating expenses (income), net in the Consolidated Statements of Income.
NOTE 15: COMMON STOCK REPURCHASES
In July 2013, the Board of Directors authorized the Company to repurchase up to $1.0 billion of the Company’s common stock from time to
time at the discretion of the Company’s management. This stock repurchase authorization has no expiration date. All prior authorizations by the
Company’s Board of Directors for the repurchase of common stock were superseded by this authorization.
During fiscal years 2015, 2014 and 2013, the Company repurchased approximately 6.2 million, 10.4 million and 12.8 million shares of its
common stock for $195.1 million, $305.3 million and $375.1 million, respectively. As of June 27, 2015, the Company had a remaining authorization of $566.8 million for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be
based on several factors, including the price of the Company’s common stock and general market and business conditions.
NOTE 16: INTEREST AND OTHER INCOME (EXPENSE)
Interest and other income (expense) was as follows:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
Interest and other income (expense):
Interest income (expense), net
$(31,545) $(26,428) $(14,731)
Other income (expense), net
40,435
Total
$ 8,890
13,363
(3,309)
$(13,065) $(18,040)
As discussed in Note 5, Interest income (expense), net consists primarily of interest expense associated with long term notes. Interest expense
associated with the notes was $29.4 million, $24.7 million and $15.1 million during the years ended June 27, 2015, June 28, 2014 and
June 29, 2013, respectively. Interest expense associated with the discount was $2.0 million, $1.1 million and $0.2 million during the fiscal
years ended June 27, 2015, June 28, 2014 and June 29, 2013, respectively.
During the fiscal year ended June 27, 2015 included the $35.8 million gain on the sale of the Captive Touch Business. As discussed in Note 2,
the Company early adopted ASU No. 2014-08 in the fourth quarter of fiscal year 2015. The Company completed a sale of its Captive Touch
business for approximately $39.5 million resulting in a gain of $35.8 million. As a result of the nature of the operations, the Company concluded
that the sale would not qualify as a discontinued operation and has recorded the impact of the sale (gain) in interest and other income
(expense), net.
NOTE 17: INCOME TAXES
Pretax income from continuing operations is as follows:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
Domestic pre-tax income
$ 68,289
Foreign pre-tax income
Total
66 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
$ 87,630
$ 69,680
177,881
321,596
500,599
$246,170
$409,226
$570,279
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The provision for income taxes from continuing operations consisted of the following:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
(in thousands)
Federal
Current
Deferred
$108,736
$ 93,012
(74,190)
(42,875)
$ 84,996
13,207
State
Current
3,791
2,676
Deferred
(3,269)
(1,465)
3,574
322
17,228
Foreign
Current
8,294
6,692
Deferred
(3,230)
(3,624)
Total provision for income taxes
$ 40,132
$ 54,416
(1,357)
$117,970
In addition, the Company recorded income tax of $0.7 million in the fiscal year ended June 29, 2013, related to discontinued operations that
was netted against income from discontinued operations.
As of June 27, 2015, the Company’s foreign subsidiaries have accumulated undistributed earnings of approximately $688.0 million that are
intended to be indefinitely reinvested outside the U.S. and, accordingly, no provision for U.S. federal and state tax has been made for the distribution of these earnings. At June 27, 2015 the amount of the unrecognized deferred tax liability on the indefinitely reinvested earnings was
$218.4 million.
The provision for income taxes for continuing operations differs from the amount computed by applying the statutory rate as follows:
For the Year Ended
June 27,
2015
June 28,
2014
June 29,
2013
Federal statutory rate
35.0%
35.0%
35.0%
State tax, net of federal benefit
(0.4)
0.1
0.6
General business credits
(2.8)
(0.9)
(2.0)
Effect of foreign operations
(24.6)
(19.1)
(16.5)
Stock-based compensation
5.9
3.9
2.7
—
(8.4)
—
Interest accrual for unrecognized tax benefits
2.6
1.1
0.8
Other
0.6
1.6
0.1
16.3%
13.3%
20.7%
Fixed assets federal tax basis adjustments
Income tax rate
The income tax rate benefit of 8.4% in the fiscal year ended June 28, 2014 for fixed assets federal tax basis adjustments is a one-time benefit
for fixed assets tax basis adjustments generated by prior year depreciation expense that did not provide a tax benefit in prior years.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 67
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The components of the Company’s deferred tax assets and liabilities are as
follows:
For the Year Ended
June 27,
2015
June 28,
2014
(in thousands)
Deferred tax assets:
Distributor related accruals and sales return and allowance accruals
$ 15,966
$ 14,246
Accrued compensation
44,961
42,300
Stock-based compensation
22,639
31,609
Net operating loss carryovers
47,305
48,318
Tax credit carryovers
54,501
51,458
Other reserves and accruals not currently deductible for tax purposes
29,420
22,019
Other
10,968
16,879
$ 225,760
$ 226,829
Total deferred tax assets
Deferred tax liabilities:
Fixed assets and intangible assets cost recovery, net
Other
Net deferred tax assets /(liabilities) before valuation allowance
Valuation allowance
Liabilities
(141,070)
(214,393)
(5,349)
(11,424)
79,341
1,012
(91,175)
(84,673)
$ (11,834) $ (83,661)
The valuation allowance as of June 27, 2015 and June 28, 2014 primarily relates to certain state and foreign net operating loss carryforwards
and certain state tax credit carryforwards. The valuation allowance increased by $6.5 million in fiscal year 2015. The increase was primarily due to valuation allowances that were established for net operating loss and credit carryforwards generated during the fiscal year 2015.
Approximately $37.3 million of the valuation allowance is attributable to the tax benefits of income tax deductions generated by the exercise of
stock options that, when realized, will be recorded as a credit to additional paid-in-capital.
As of June 27, 2015, the Company has $27.0 million of federal net operating loss carryforwards expiring at various dates between fiscal years
2021 and 2033, $81.2 million of state net operating loss carryforwards expiring at various dates through the fiscal year 2033, $128.5 million of
foreign net operating losses with no expiration date, $7.7 million of state tax credit carryforwards expiring at various dates between fiscal years
2016 and 2030 and $89.7 million of state tax credit carryforwards with no expiration date.
The Company classifies unrecognized tax benefits as (i) a current liability to the extent that payment is anticipated within one year; (ii) a noncurrent liability to the extent that payment is not anticipated within one year; or (iii) as a reduction to deferred tax assets to the extent that the
unrecognized tax benefit relates to deferred tax assets such as operating loss or tax credit carryforwards or to the extent that operating loss or
tax credit carryforwards would be able to offset the additional tax liability generated by unrecognized tax benefits.
68 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the change in gross unrecognized tax benefits, excluding interest, penalties and the federal benefit for state unrecognized tax
benefits, is as follows:
For the Year Ended
June 27,
2015
June 28,
2014
(in thousands)
Balance as of beginning of year
$396,765
$302,904
55,343
58,035
Tax positions related to current year:
Addition
Tax positions related to prior year:
Addition
Current year acquisitions
Reduction
214
300
—
39,566
(2,433)
Settlements
(21,458)
(496)
(802)
(2,958)
Lapses in statutes of limitations
Balance as of end of year
(586)
$427,629
$396,765
The total amount of gross unrecognized tax benefits as of June 27, 2015 that, if recognized, would affect the effective tax rate and additional
paid in capital is $415.4 million and $12.2 million, respectively.
Consistent with prior years, the Company reports interest and penalties related to unrecognized tax benefits as a component of income tax
expense. The gross amount of interest and penalties recognized in income tax expense during the fiscal years ended June 27, 2015, June 28,
2014, and June 29, 2013 was $6.5 million, $6.6 million and $7.4 million, respectively, and the total amount of interest and penalties accrued
as of June 27, 2015, June 28, 2014, and June 29, 2013 was $34.4 million, $27.9 million, and $17.9 million, respectively.
The Company does not expect its unrecognized tax benefits to change significantly within the next 12 months.
During the fiscal year ended June 27, 2015, $21.2 million of unrecognized tax benefits were recognized due the favorable settlement of a Singapore tax issue and $3.6 million of related interest and penalty accruals were reversed.
The Company’s federal corporate income tax returns are audited on a recurring basis by the Internal Revenue Service (“IRS”). In fiscal year
2012 the IRS commenced an audit of the Company’s federal corporate income tax returns for fiscal years 2009 through 2011, which is still
ongoing.
A summary of the fiscal tax years that remain subject to examination, as of June 27, 2015, for the Company’s major tax jurisdictions are as
follows:
United States - Federal
2009
-
Forward
United States - Various States
2009
-
Forward
Ireland
2011
-
Forward
Japan
2009
-
Forward
Philippines
2012
-
Forward
Singapore
2011
-
Forward
United Kingdom
2012
-
Forward
NOTE 18: RESTRUCTURING ACTIVITIES
Fiscal year 2015:
Summary of Restructuring Plans
The Company has accruals for severance and restructuring payments as well as expected losses relating to lease terminations.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 69
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s restructuring activities during the fiscal year ending June 27, 2015 were as follows:
As of
June 27, 2015
Fiscal 2015
Balance,
June 28,
2014
Charges
Cash
Payments
Change in
Estimates
Balance,
June 27,
2015
Costs
Incurred
to Date
Expected
Costs to
be
Incurred
$
(in thousands)
San Jose Fab Shutdown
Severance(1)
—
$ 6,725
—
$ 6,725
$ 6,725
Accelerated depreciation(2)
$
—
51,494
$
—
—
$
—
51,494
51,494
32,766
857
Total San Jose Fab Shutdown
—
58,219
—
—
58,219
58,219
33,623
Severance(1)
5,782
24,505
(18,203)
(587)
11,497
29,699
—
Lease termination losses and other(3)
9,132
2,598
(4,604)
(3,373)
3,753
8,358
—
14,914
27,103
(22,807)
(3,960)
15,250
38,057
—
$14,914
$85,322
$(22,807)
$(3,960)
$73,469
$96,276
$33,623
Other Plans
Total other plans
Total restructuring plans
In Balance Sheets:
Accrued salary and related expenses
$ 5,782
$18,221
Accrued expenses
$ 4,276
$ 2,004
Other liabilities
$ 4,856
$ 1,750
(1) Charges and change in estimates are included in Severance and restructuring expenses in the accompanying Consolidated Statements of Income.
(2) Charges and change in estimates are included in Cost of goods sold in the accompanying Consolidated Statements of Income.
(3) Charges and change in estimates are included in Severance and restructuring expenses and Other operating expenses (income), net in the accompanying Consolidated Statements of Income.
San Jose Fab Shutdown
On October 23, 2014, the Company initiated a plan to shut down its San Jose wafer fabrication facility. The Company reached the decision that
it was not economically feasible to maintain this facility, which is used primarily for fab process development and low volume manufacturing, as
the Company intends to utilize other resources to complete such activities in the future. This plan includes cash charges related to employee
severance and non-cash charges related to accelerated depreciation.
During the fiscal year ending June 27, 2015, the Company recorded accelerated depreciation charges of $51.5 million in “Cost of goods sold”
and $6.7 million in “Severance and restructuring expenses” in the Consolidated Statements of Income. The Company expects to incur a total of
approximately $33.6 million of accelerated depreciation and severance charges related to this plan which it expects to complete during the first
quarter of fiscal year 2016.
Other Plans
During the fiscal year ending June 27, 2015, the Company recorded $24.5 million in “Severance and restructuring expenses” included in the
Consolidated Statements of Income, primarily related to employee severance costs, associated with a major reorganization of the Company’s
business units. Multiple job classifications and locations were impacted by this activity. This reorganization was intended to consolidate the
Company’s R&D and Sales functions to allow for faster investment decisions, improved R&D efficiency, and facilitate stronger collaborations
between internal organizations to increase productivity, improve customer satisfaction, and fuel revenue growth.
The Company also accrued for expected losses relating to lease terminations as a result of plans to consolidate office space. The need for consolidation resulted from acquisition and relocation activities.
Fiscal year 2014:
Volterra Restructuring Plan
The Company’s management approved and initiated plans to restructure the operations of Volterra, including acceleration of certain stockbased compensation awards ($2.5 million), costs to vacate duplicative facilities ($2.6 million), severance for transitional and exiting employees
70 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($4.6 million), contract cancellation costs and other items ($1.3 million). The total cost of the plan was $11.0 million which was recorded in
Severance and restructuring expenses in the Company’s Consolidated Statements of Income based upon the anticipated timing of planned
terminations and facility closure costs. Expected severance and retention costs for transitional employees are being accrued over the transitional
period. Payments against this restructuring plan were largely paid out during the fiscal year ended June 28, 2014, and amounts accrued and
future estimated costs to be incurred as of June 27, 2015 and June 28, 2014 are immaterial.
Business Unit Reorganization
During the fiscal year ended June 28, 2014, the Company recorded $10.8 million in Severance and restructuring expenses in the Company’s
Consolidated Statements of Income, primarily related to employee severance costs, associated with the reorganization of certain business
units. Multiple job classifications and locations were impacted as this was a company-wide action. The reorganization was driven by the desire
to focus on specific investment areas and simplify business processes. Payments against this restructuring plan were largely paid out during the
fiscal year ended June 28, 2014, and amounts accrued and future estimated costs to be incurred as of June 27, 2015 and June 28, 2014 are
immaterial.
NOTE 19: BENEFITS
Defined contribution plan:
U.S. employees are automatically enrolled in the Maxim Integrated 401(k) plan when they meet eligibility requirements, unless they decline
participation. Under the terms of the plan Maxim Integrated matches 100% of the employee contributions for the first 3% of employee eligible
compensation and an additional 50% match for the next 2% of employee eligible compensation, up to the IRS Annual Compensation Limits.
Total defined contribution expense was $14.7 million, $15.4 million and $14.1 million in fiscal years 2015, 2014 and 2013, respectively.
Non-U.S. Pension Benefits
The Company provides defined-benefit pension plans in certain countries. Consistent with the requirements of local law, the Company deposits
funds for certain plans with insurance companies, with third-party trustees, or into government-managed accounts, and/or accrue for the
unfunded portion of the obligation.
Maxim Integrated is enrolled in a retirement plan for employees in the Philippines. This plan is a non-contributory and defined benefit type that
provides retirement to employees equal to one month salary for every year of credited service. The benefits are paid in a lump sum amount
upon retirement or separation from the Company. Total defined benefit liability was $11.8 million and $9.6 million in fiscal years 2015 and
2014, respectively. Total accumulated other comprehensive income benefit related to this retirement plan was $0.5 million, $3.3 million and
$0 million for the fiscal years 2015, 2014, and 2013, respectively.
MAXIM INTEGRATED PRODUCTS, INC.
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2015 Annual Report 71
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Employees Medical Expense & Funded Status Reconciliation
June 27,
2015
Estimated Fiscal
Year 2016
Expense
June 28,
2014
Fiscal Year 2015
Expense
(in thousands, except percentages)
Accumulated Postretirement Benefit Obligation [APBO]:
Retirees and beneficiaries
$(22,414)
$(21,602)
(2,850)
(2,626)
Active participants
Funded status
$(25,264)
$(24,228)
Actuarial gain (loss)
$
$ (3,819)
Prior service cost
524
—
—
$ 8,425
$ 8,863
Amounts Recognized in Accumulated Other Comprehensive Income:
Net actuarial loss
Prior service cost
Total
2,031
2,387
$ 10,456
$ 11,250
Net Periodic Postretirement Benefit Cost/(Income):
Interest cost
994
1,002
356
356
Amortization:
Prior service cost
1,035
961
Total net periodic postretirement benefit cost
$2,385
$2,319
Employer contributions
$ 809
$ 749
Net actuarial
loss(1)
Economic Assumptions:
Discount rate
4.0%
4.2%
Medical trend
7.5%-5%
8.0% -5%
(1) Unrecognized losses are amortized over average remaining service period of active participants of 5.7 years at June 27, 2015.
The following benefit payments are expected to be paid:
Non-Pension Benefits
(in thousands)
2016
$
809
2017
858
2018
907
2019
961
2020
984
Thereafter
20,745
$25,264
Dallas Semiconductor Split-Dollar Life Insurance
As a result of the Company’s acquisition of Dallas Semiconductor in 2001, the Company assumed responsibility associated with a split-dollar life
insurance policy held by a former Dallas Semiconductor officer. The policy is owned by the individual with the Company retaining a limited
collateral assignment.
The Company had $5.1 million and $4.2 million included in Other Assets as of June 27, 2015 and June 28, 2014, respectively, associated with
the limited collateral assignment to the policy. The Company had a $6.5 million and $5.7 million obligation included in Other Liabilities as of
June 27, 2015 and June 28, 2014, respectively, related to the anticipated continued funding associated with the policy.
72 MAXIM INTEGRATED PRODUCTS, INC.
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MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20: QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarter Ended
Fiscal Year 2015
6/27/2015
3/28/2015
12/27/2014
9/27/2014
(in thousands, except percentages and per share data)
Net revenues
Cost of goods sold
Gross margin
$582,517
$577,263
$566,809
278,816
261,995
252,732
241,454
$303,701
$315,268
$314,077
$338,821
Gross margin %
Operating income
52.1%
$ 94,948
% of net revenues
Net income
54.6%
55.4%
$105,450
16.3%
$580,275
$ (64,076)
18.3%
58.4%
$100,958
(11.3)%
17.4%
$ 98,659
$ 79,433
$ (72,034)
$ 99,980
Basic
$
0.35
$
0.28
$
(0.25)
$
0.35
Diluted
$
0.34
$
0.28
$
(0.25)
$
0.35
Earnings per share:
Shares used in the calculation of earnings per share:
Basic
Diluted
Dividends declared and paid per share
284,202
289,346
$
0.28
283,418
282,992
288,840
$
282,992
0.28
$
0.28
284,086
289,430
$
0.28
Quarter Ended
Fiscal Year 2014
6/28/2014
3/29/2014
12/28/2013
9/28/2013
(in thousands, except percentages and per share data)
Net revenues
Cost of goods sold
Gross margin
$642,467
$605,681
$620,274
$585,241
273,507
265,744
291,602
238,045
$368,960
$339,937
$328,672
$347,196
Gross margin %
Operating income
57.4%
$116,550
% of net revenues
Net income
56.1%
$106,738
18.1%
53.0%
$ 70,394
17.6%
59.3%
$128,609
11.3%
22.0%
$ 84,793
$122,544
$ 44,353
$103,120
Basic
$
0.30
$
0.43
$
0.16
$
0.36
Diluted
$
0.29
$
0.42
$
0.15
$
0.36
Earnings per share:
Shares used in the calculation of earnings per share:
Basic
283,431
282,627
282,664
284,654
Diluted
289,487
288,575
288,565
290,260
Dividends declared and paid per share
$
0.26
$
0.26
MAXIM INTEGRATED PRODUCTS, INC.
$
|
0.26
$
0.26
2015 Annual Report 73
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Maxim Integrated Products, Inc.
San Jose, California
We have audited the accompanying consolidated balance sheets of Maxim Integrated Products, Inc. and subsidiaries (the “Company”) as of
June 27, 2015 and June 28, 2014, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash
flows for each of the three years in the period ended June 27, 2015. Our audits also included the financial statement schedule listed in the
Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Maxim Integrated Products, Inc. and subsidiaries as of June 27, 2015 and June 28, 2014, and the results of their operations and their cash flows for each of the three
years in the period ended June 27, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in
our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s
internal control over financial reporting as of June 27, 2015, based on the criteria established in Internal Control-Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 17, 2015 expressed an
unqualified opinion on the Company’s internal control over financial reporting.
DELOITTE & TOUCHE LLP
San Jose, California
August 17, 2015
74 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
MAXIM INTEGRATED PRODUCTS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at
Beginning of
Period
Additions (Deductions)
Charged (Credited)
to Costs and Expenses
Deductions (1)
Balance at
End of
Period
(in thousands)
Doubtful accounts
Year ended June 27, 2015
$ 1,581
$
(283)
$
(424)
$
Year ended June 28, 2014
$ 1,227
$
693
$
(339)
$ 1,581
Year ended June 29, 2013
$ 1,155
$
126
$
(54)
$ 1,227
Balance at
Beginning of
Period
Additions (Deductions)
Charged (Credited)
to Costs and Expenses
874
Deductions
Balance at
End of
Period
(in thousands)
Returns and Allowances
Year ended June 27, 2015
$16,169
$81,476
$(80,233)
$17,412
Year ended June 28, 2014
$12,418
$75,346
$(71,595)
$16,169
Year ended June 29, 2013
$11,374
$65,651
$(64,607)
$12,418
(1) Uncollectible accounts written off.
MAXIM INTEGRATED PRODUCTS, INC.
|
2015 Annual Report 75
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
August 17, 2015
MAXIM INTEGRATED PRODUCTS, INC.
By: /s/ Bruce E. Kiddoo
Bruce E. Kiddoo
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
August 17, 2015
MAXIM INTEGRATED PRODUCTS, INC.
By: /s/ David A. Caron
David A. Caron
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
76 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
POWER
OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Tunc Doluca
and Bruce Kiddoo as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report
on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Tunc Doluca
President, Director and Chief Executive Officer
(Principal Executive Officer)
August 17, 2015
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
August 17, 2015
Vice President and Chief
(Principal Accounting Officer)
August 17, 2015
Tunc Doluca
/s/ Bruce E. Kiddoo
Bruce E. Kiddoo
/s/ David A. Caron
David A. Caron
/s/ James R. Bergman
Accounting
Officer
Director
August 17, 2015
Director
August 17, 2015
Director
August 17, 2015
Director and Chairman of the Board
August 17, 2015
Director
August 17, 2015
Director
August 17, 2015
James R. Bergman
/s/ Joseph R. Bronson
Joseph R. Bronson
/s/ Robert E. Grady
Robert E. Grady
/s/ B. Kipling Hagopian
B. Kipling Hagopian
/s/ William D. Watkins
William D. Watkins
/s/ A.R. Wazzan
A.R. Wazzan
MAXIM INTEGRATED PRODUCTS, INC.
|
2015 Annual Report 77
CORPORATE DATA
AND
STOCKHOLDER INFORMATION
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
San Jose, California
Registrar/Transfer Agent
Computershare
Canton, Massachusetts
Corporate Headquarters
160 Rio Robles
San Jose, California 95134
(408) 601-1000
Stock Listing
At August 7, 2015, there were approximately 750 stockholders of record of the Company’s common stock as reported by Computershare.
Maxim Integrated common stock is traded on the Nasdaq Global Select Market under the symbol “MXIM”.
78 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
Exhibit
Number
Description
1.1 (1)
Underwriting Agreement, dated November 14, 2013, between Maxim Integrated Products, Inc. and Merrill Lynch.
3.1 (2)
Restated Certificate of Incorporation of the Company
3.2 (3)
Amendments to Restated Certificate of Incorporation of the Company
3.3 (4)
Amended and Restated Bylaws of the Company, as amended
4.1
Reference is made to Exhibits 3.1, 3.2, and 3.3
10.1 (5)
The Company’s Forms of Indemnity Agreement(A)
10.2 (6)
The Company’s 1996 Stock Incentive Plan, as amended and restated(A)
10.3 (7)
Assumption Agreement, dated April 11, 2001, relating to Dallas Semiconductor Corporation Executives Retiree Medical
Plan(A)
10.4 (7)
Dallas Semiconductor Corporation Executives Retiree Medical Plan(A)
10.5 (8)
Form of Non-Statutory Option Agreement, as amended and restated, under the Company’s 1996 Stock Incentive Plan, for
U.S. Option Optionees
10.6 (8)
Form of Restricted Stock Unit Agreement under the Company’s 1996 Stock Incentive Plan, for U.S. Holders
10.7 (9)
Employment Agreement between the Company and Tunc Doluca dated as of September 30, 1993(A)
10.8 (10)
Employment Letter Agreement between the Company and Bruce Kiddoo dated as of August 6, 2007(A)
10.9 (11)
Form of Non-Statutory Option Agreement, as amended and restated, under the Company’s 1996 Stock Incentive Plan, for
Non-U.S. Option Optionees
10.10 (11)
Form of Restricted Stock Unit Agreement under the Company’s 1996 Stock Incentive Plan, for Non-U.S. Holders
10.11 (12)
The Company’s 2008 Employee Stock Purchase Plan, as amended(A)
10.12 (13)
Amendment to Dallas Semiconductor Corporation Executives Retiree Medical Plan(A)
10.13 (14)
Change In Control Employee Severance Plan for U.S. Based Employees(A)
10.14 (14)
Change In Control Employee Severance Plan for Non-U.S. Based Employees(A)
10.15 (14)
Equity Award Policy Acceleration Of Vesting In The Event of A Change In Control For Employees Based Outside The
U.S.(A)
10.16 (15)
Credit Agreement, dated October 13, 2011, and amended on June 27, 2014, by and among the Company, as borrower,
JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., Wells Fargo Bank, National Association and
Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents, and the lenders party thereto
10.17 (16)
Underwriting Agreement, dated March 11, 2013, between the Company and J.P. Morgan Securities LLC
10.18 (17)
Second Supplemental Indenture, dated as of March 18, 2013, between the Company and Wells Fargo Bank, National
Association, as trustee
10.19 (18)
Third Supplemental Indenture, dated as of November 21, 2013, between the Company and Wells Fargo Bank, National
Association, as trustee
10.20 (19)
Indenture, dated June 10, 2010, between the Company and Wells Fargo Bank, National Association, as trustee
10.21 (20)
Form of Performance Share Agreement
10.21
Form of Global Restricted Stock Unit Agreement
10.22
Form of Global Employee Stock Purchase Plan Agreement
10.23
Second Amendment, dated July 21, 2015, to the Credit Agreement, dated October 13, 2011, by and among the
Company, as borrower, Wells Fargo Bank, National, as Administrative Agent, and the lenders party thereto
12.1
Statement of Ratio of Income to Fixed Charges PDF provided as a courtesy
MAXIM INTEGRATED PRODUCTS, INC.
|
2015 Annual Report 79
Exhibit
Number
Description
21.1
Subsidiaries of the Company PDF provided as a courtesy
23.1
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm PDF provided as a courtesy
24.1
Power of Attorney (see page 86)
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 PDF provided as a
courtesy
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 PDF provided as a
courtesy
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 PDF provided as a courtesy
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 PDF provided as a courtesy
(A)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
Management contract or compensatory plan or arrangement.
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2013.
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 30, 1995.
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 30, 1997, to the Company’s Annual Report on Form 10-K for the year ended June 30, 1998, to the Company’s
Quarterly Report on Form 10-Q for the quarter ended December 25, 1999, and to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2000.
Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 12, 2014.
Incorporated by reference to the Company’s Registration Statement on Form S-1 No. 33-19561 and to the Company’s Annual Report on Form 10-K for the year ended June 25, 2005.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2014.
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 30, 2001.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2009.
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 24, 2006.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2007.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.
Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on October 1, 2014.
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 27, 2009.
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 26, 2010.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 24, 2011.
Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 14, 2013.
Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 18, 2013.
Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 21, 2013.
Incorporated by reference to the Company’s Registration Statement on Form S-3 filed on June 10, 2010.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2014.
80 MAXIM INTEGRATED PRODUCTS, INC.
| 2015 Annual Report
Exhibit 31.1
CERTIFICATION
I, Tunc Doluca, certify that:
1. I have reviewed this Annual Report on Form 10-K of Maxim Integrated Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f))for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: August 17, 2015
/s/ Tunc Doluca
Tunc Doluca
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Bruce E Kiddoo, certify that:
1. I have reviewed this Annual Report on Form 10-K of Maxim Integrated Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f))for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: August 17, 2015
/s/ Bruce E. Kiddoo
Bruce E. Kiddoo
Senior Vice President and Chief Financial Officer
Exhibit 32.1
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
In connection with the periodic report of Maxim Integrated Products, Inc. (the “Company”) on Form 10-K for the period ended June 27, 2015
as filed with the Securities and Exchange Commission (the “Report”), I, Tunc Doluca, Chief Executive Officer of the Company, hereby certify as
of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
1. the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company at the dates and for the periods indicated.
This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.
Date: August 17, 2015
By: /s/ Tunc Doluca
Tunc Doluca
President and Chief Executive Officer
This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.
Exhibit 32.2
CERTIFICATE OF CHIEF FINANCIAL OFFICER
In connection with the periodic report of Maxim Integrated Products, Inc. (the “Company”) on Form 10-K for the period ended June 27, 2015
as filed with the Securities and Exchange Commission (the “Report”), I, Bruce E. Kiddoo, Chief Financial Officer of the Company, hereby certify
as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
1. the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company at the dates and for the periods indicated.
This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.
Date: August 17, 2015
By: /s/ Bruce E. Kiddoo
Bruce E. Kiddoo
Senior Vice President and Chief Financial Officer
This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.
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