Washington, D.C. 20549


(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

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¨       Soliciting material pursuant to §240-14a-12


Maxim Integrated Products, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on November 12, 2015.









    160 RIO ROBLES

    SAN JOSE, CA 95134



Meeting Information



Meeting Type:          Annual Meeting



For holders as of:     September 18, 2015



Date: November 12, 2015   Time: 10:00 AM Pacific Time



Location:  Maxim Integrated Products, Inc.

                   Event Center

                   160 Rio Robles

                   San Jose, California 95134




You are receiving this communication because you hold shares in the company named above.




This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).



We encourage you to access and review all of the important information contained in the proxy materials before voting.




See the reverse side of this notice to obtain proxy materials and voting instructions.



  — Before You Vote —

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:






How to View Online:



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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:





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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before October 29, 2015 to facilitate timely delivery.




— How To Vote —


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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.



Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


  Voting Items    


  The Board of Directors recommends you vote FOR all of the nominees listed below and FOR proposals 2 through 6:
  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.
    The seven director nominees are as follows:
    01)   B. Kipling Hagopian   05)   Robert E. Grady
    02)   Tunc Doluca   06)   William D. Watkins
    03)   James R. Bergman   07)   A. R. Frank Wazzan
    04)   Joseph R. Bronson    
  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 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 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 future elections of directors.
6.   Advisory vote to approve named executive officer compensation.







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.




Tunç Doluca

President and Chief Executive Officer

Maxim Integrated