UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  x☒

Filed by a party other than the Registrant  ¨☐

Check the appropriate box:

Maxim Integrated Products, Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

MAXIM INTEGRATED 160 Rio Robles San Jose, CA 95134 (408)(408) 601-1000

October 2, 2015

September 29, 2017

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 meeting2017 Annual Meeting of stockholdersStockholders to be held on Thursday,Friday, November 12, 201510, 2017 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.September 29, 2017. We have also made available a copy of our 20152017 Annual Report on Form10-K with this proxy statement. We encourage you to read our 20152017 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 20152017 annual meeting over the Internet under the “notice and access” rules of the U.S. Securities and Exchange Commission (“SEC”).Commission. 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 2015our 2017 Annual Report and how to 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 isOur stockholders will be voting on a proposed amendment to increase the shares available under 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.2008 Employee Stock Purchase Plan.

We are also seeking an advisory votevotes on the Company’s compensation programsprogram for the Executive Officersexecutive officers named in the proxy statement.statement and frequency of future advisory votes on the compensation of our Named Executive Officers. We welcome your views on theseour executive compensation programs.program.

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.2017 Annual Meeting.

Sincerely,

Tunç Doluca

President and Chief Executive Officer

Notice of Annual Meeting of Stockholders

Items of Business

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 thecheck-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.September 29, 2017. The Notice containing instructions on how to access this proxy statement online or receive a paper or email copy will be mailed to theour stockholders on or about October 2, 2015.September 29, 2017.

TABLE OF CONTENTS

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, 201510, 2017

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Corporate Governance and

Board of Directors Matters

Board of Directors

The names, ages and qualifications of each of our directors as of October 3, 2015September 29, 2017 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 or her 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)eight (8) members of the board of directors, consisting of B. Kipling Hagopian,William (Bill) P. Sullivan, Tunç Doluca, Tracy C. Accardi, James R. Bergman, Joseph R. Bronson, Robert E. Grady, William D. Watkins, and A. R. Frank Wazzan.MaryAnn Wright. Mr. Hagopian,Sullivan, 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 of directors 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 officerChief 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 of directors 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 athttp://www.maximintegrated.com/company/investor/leadership/governanceinvestor.maximintegrated.com/corporate-governance. During fiscal year 2015,2017, the board of directors held eleven (11)nine (9) meetings and acted by written consent three (3)five (5) times. During fiscal year 2015,2017, each director attended at least seventy-five percent (75%) of all meetings of the board of directors.directors and the board committees on which he or she served that were held during the time he or she was a director in fiscal year 2017. While not mandatory, we strongly encourage our directors to attend our annual meeting of stockholders. All of our directors at the time of the 2016 Annual Meeting of Stockholders attended the 2014 annual meeting2016 Annual Meeting of stockholders.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 20152017 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 of directors oversees management in this effort. Specifically, the board’sboard of directors’ 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 of directors (or the appropriate Committeecommittee in the case of risks that are under the purview of a particular Committee)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 of directors provides such guidance as it deems necessary.

In general, the entire board of directors 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 of directors 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.committees as well as the full board. For example, the Nominating and Governance Committee oversees compliance with the Company’s corporate governance guidelinesCorporate 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

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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

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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 programs, policies and programspractices in effect during fiscal year 20152017 for all employees, including officers, to determine if those programs, policies and programspractices create or encourage unreasonable or inappropriate risk taking. As part of the risk assessment, management, including the Chief Executive Officer, Vice President ofChief Human Resources Officer, and Vice President, Legal,Deputy General Counsel, 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:

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Corporate Governance and Board of Directors Matters(continued)

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.James R. Bergman, Joseph R. Bronson, and William D. 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 ChairmanChair 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)ten (10) meetings during fiscal year 20152017 and did not act by written consent during fiscal year 2015.2017. Each member of the Audit Committee attended at least seventy-five percent (75%)all of the Audit Committee meetings held during fiscal year 2015.2017.

The Audit Committee performs, among other tasks, the following primary functions:

Compensation Committee, Management Committee, and the former Equity GrantSub-Committee

The Compensation Committee is currently comprised of Messrs.Tracy C. Accardi, James R. Bergman, Grady and Wazzan,Robert E. Grady, each of whom is independent within the meaning of the NASDAQ director independence standards, as currently in effect. Since March 2007,November 2016, Mr. WazzanBergman has been the ChairmanChair of the Compensation Committee. The Compensation Committee has a written charter that was amended and restated effective May 9, 2013.10, 2017.

The Compensation Committee performs, among other tasks, the following primary functions:

With respect to its review of the compensation of the Chief Executive Officer and of other Executive Officers,executive officers, and to its oversight of the 1996 Equity Plan and 2008 ESP Plan, the Compensation 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, onin June 30, 2007, the Compensation Committee established a two-person sub-committeetwo-personsub-committee that iswas comprised of two (2) directors on the Compensation Committee, whichsub-committee is referred to as the Equity GrantSub-Committee. The Equity GrantSub-Committee’s purpose iswas to make equity awards under Maxim Integrated’s Equity Award Grant Policy. The Equity GrantSub-Committee meets met the first Tuesday of each month to consider and approve equity awards to employees; while thissub-committee is was comprised of two (2) rotating members, it iswas common for all three (3) members of the Compensation Committee to attend these meetings. The Compensation

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Committee, including thetwo-person Equity GrantSub-Committee, held seventeen (17)fourteen (14) meetings, and the Compensation Committee did not actacted by written consent two (2) times during fiscal year 2015.2017. Each member of the Compensation Committee (orsub-committee, as the case may be) attended all of these meetings.

In June 2017, the Compensation Committee amended and restated the Equity Award Grant Policy and established a Management Committee. The Management Committee is comprised of Maxim Integrated’s (i) Vice President, Deputy General Counsel, (ii) Chief Human Resources Officer, and (iii) Vice President and Principal Accounting Officer. The Management Committee’s purpose is to make equity awards under Maxim Integrated’s Equity Award Grant Policy to newly-hired employees who are neither executive officers nor members of the Management Committee, and to provide special recognition to continuing employees who are neither executive officers nor members of the Management Committee. The Management Committee held its first meeting in fiscal year 2018.

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Nominating and Governance Committee

The Nominating and Governance Committee (the “Governance Committee”) is currently comprised of Messrs.Robert E. Grady and Hagopian,MaryAnn Wright, 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 ChairmanChair of the Governance Committee.

The Governance Committee performs, among other tasks, the following primary functions:

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 20152017 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 of directors 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,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?2018 Annual Meeting?”, (2) at any special meeting of stockholders in accordance with our bylaws,Bylaws, and (3) by submitting their recommendations to the Governance Committee in accordance with our Corporate Governance Guidelines. The deadline for nominating director candidates for the 2017 Annual Meeting has already passed.

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Corporate Governance and Board of Directors Matters(continued)

Maxim Integrated’s Corporate Governance Guidelines, together with Maxim Integrated’s restated certificate of incorporation and bylawsBylaws 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 athttp://www.maximintegrated.com/company/investor/leadership/governanceinvestor.maximintegrated.com/corporate-governance. Pursuant to our Corporate Governance Guidelines, our Governance Committee and board of directors will consider all bona fide director candidates nominatedsubmitted by stockholders of Maxim Integrated.

More specifically,Integrated pursuant to 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:below requirements:

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Corporate Governance and Board of Directors Matters(continued)

(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 Products, Inc.

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,Bylaws, including providing written notice prepared in accordance with our bylawsBylaws to Maxim Integrated’s General Counsel and Corporate Secretary. For more detailed information on nomination requirements at ana future 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?2018 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 effectivethat was amended and restated in June 4, 20072017 (the “Equity Policy”). The Equity Policy can be located on the Company’s Website athttp://www.maximintegrated.com/company/investor/leadership/governance.www.investor.maximintegrated.com/corporate-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 ofor the CompensationManagement Committee, (the Equity Grant Sub-Committee), at a duly noticed meeting. Equity awards may not be grantedmeeting or by action 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, andwhile not required, the Company’s independent registered public accounting firm (the “Auditors”)practice is to include the Company’s Independent Registered Public Accounting Firm at each meeting of the CompensationManagement 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,granted or alternatively make available to the independent auditor the grant documents promptly following such approval at 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.meeting or by unanimous written consent. 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.award, or with respect to an action by unanimous written consent, the date when the last member to sign has executed such written consent.

We follow the following specific procedures with respect to the grant of equity awards that are contained in the Equity Policy:

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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 20152017 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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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 2015,2017, this assessment was held in August 2015.2017.

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 athttp://www.maximintegrated.com/company/investor/leadership/policyinvestor.maximintegrated.com/corporate-governance. 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.

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Corporate Governance and Board of Directors Matters(continued)

Board Service Limitation

We believe that our directors’ outside directorships enable them to contribute valuable knowledge and experience to our board of directors. Nonetheless, our board of directors is sensitive to the external obligations of our directors and the potential for overboarding to compromise the ability of our directors to effectively serve on our board of directors. Our board of directors has set a limitation on the number of public company boards on which a director may serve to three (3) for our Chief Executive Officer and five (5) for all other directors. Additionally, directors will advise the Chairman of our board of directors, the Chair of our Governance Committee, and our General Counsel in advance of accepting an invitation to serve on the board of another private or public company to ensure that any actual or potential conflicts, appearances of a conflict, excessive time demands or other issues are carefully considered. Service on boards and/or committees of other organizations will comply with our conflict of interest policies.

Hedging Prohibition and Restrictions on Pledging Company Securities

The Company has a policy that prohibits all of its Executive Officersexecutive 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 Officersexecutive 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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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 fromof at least a majority of the votes cast, then such nominee is required to submitoffer his or her resignation to the Boardboard of Directors.directors. The Governance Committee will then recommend to the board of directors whether to accept or reject the resignation, or whether other action should be taken. Our board of directors will act on the Governance Committee’s recommendation within one hundred and twenty (120) days following the date of the certification of the election results. The director who offers his or her resignation will not participate in the board of directors’ decision with respect to such resignation.

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.

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Corporate Governance and Board of Directors Matters(continued)

Director Compensation

The following table shows certain information regardingnon-employee director compensation for the fiscal year ended June 27, 201524, 2017 (except as otherwise noted):

Director Compensation for Fiscal Year 20152017

Required Vote

Ratification of the appointment of Deloitte & TouchePricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 25, 201630, 2018 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 & TouchePricewaterhouseCoopers LLP.

Recommendation

Our board of directors recommends a vote “FOR” the ratification of the appointment of Deloitte & TouchePricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 25, 2016.30, 2018.

* * *

MAXIM INTEGRATED PRODUCTS, INC.  ^|  20152017 Proxy Statement    1921

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 2,000,0001,500,000 SHARES

At the 2015 annual meeting,2017 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 2,000,0001,500,000 shares. The amendment to the 2008 ESP Plan to increase the maximum number of shares that may be purchased by 2,000,0001,500,000 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 20142015 to increase the shares reserved for issuance thereunder by 2,000,000 shares on each occasion.

Prioroccasion, and amended in 2016 to increase 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.thereunder by 1,500,000 shares. Maxim Integrated anticipates that approximately 2,000,0001,500,000 shares will be purchased by employees under the 2008 ESP Plan during fiscal year 20162018 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.1,500,000 shares.

Prior to the effectiveness of the proposed amendment, a total of 19,500,000 shares of Maxim Integrated common stock had been reserved for issuance under the 2008 ESP Plan. As of September 1, 2017, approximately 7,027,877 shares were available for purchase under the 2008 ESP Plan. 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 2,000,0001,500,000 shares to a total of 18,000,000 shares.21,000,000 shares subject to adjustment as provided therein.

The closing price of Maxim Integrated’s common stock on September 2, 20151, 2017 was $32.95$46.99 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.Plan, a total of approximately 6,700 individuals. 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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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.

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Proposal No. 3(continued)

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) from each paycheck 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 (as described further below), 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. Fair market value per share is defined in the 2008 ESP Plan and generally means the closing price per share on NASDAQ.

Withdrawal

A participant may withdraw from an Offer by terminating his or her payroll deductions and by delivering to Maxim Integratedthe Committee 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.

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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 ControlOther Events

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 (including the number of shares reserved for issuance thereunder) 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 orover-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 underfor continued compliance with applicable lawlaws or regulation.regulations. In addition, no termination of the 2008 ESP Plan may alter or impair any outstanding rights to purchase shares pursuant to any offering thereunder.

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 anynon-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 urgedadvised to consult with his or her personal 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 orand (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 exercisepurchase 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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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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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.

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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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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.

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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

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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.

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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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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Proposal No. 54

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:

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 athttp://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:

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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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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 ProtectionSection 14A of the Securities Exchange Act of 2010 (the “Dodd-Frank Act”)1934 enables Maxim Integrated stockholders to vote to approve, on an advisory ornon-binding basis, the compensation of our named executive officersNamed Executive Officers as disclosed in this proxy statement in accordance with SEC rules.

Maxim Integrated has a “pay-for-performance”“pay-for-performance” compensation philosophy that forms the foundation of Maxim Integrated’s decisions regarding compensation of its named executive officers.Named Executive Officers. A significant portion of each Named Executive Officer’s 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 Sub-Committee), 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.Named Executive Officers.

We are asking for stockholder approval of the compensation of our named executive officersNamed 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.accompanying these tables. We have elected to hold thisnon-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 officersNamed 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 officerNamed Executive Officers 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 returnedto the contrary, proxies received will be voted “FOR” the advisory approval of Proposal No. 6.4.

Recommendation

Our board of directors recommends a vote “FOR” the approval of the compensation of Maxim Integrated’s named executive officersNamed Executive Officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.

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Proposal No. 65

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Securities Exchange Act of 1934 also enables Maxim Integrated stockholders to vote, on an advisory ornon-binding basis, on how frequently the Company should provide an advisory vote on the compensation of Maxim Integrated’s Named Executive Officers. By voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on Named Executive Officer compensation once every one (1), two (2), or three (3) years.

After careful consideration of the frequency alternatives, the board of directors believes that conducting an advisory vote on executive compensation on an annual basis is appropriate for Maxim Integrated and its stockholders at this time. The board of director’s determination is influenced by the fact that the compensation of Maxim Integrated’s Named Executive Officers is evaluated, adjusted, and approved on an annual basis. The board of directors believes that stockholder sentiment should be a factor taken into consideration by the board of directors and the Compensation Committee in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our stockholders will be able to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Accordingly, the board of directors recommends that the advisory vote on executive compensation be held every year.

The board of directors will carefully consider the outcome of the vote when making future decisions regarding the frequency of advisory votes on compensation. However, because this vote is advisory and not binding, the board of directors may decide that it is in the best interests of Maxim Integrated and its stockholders to hold an advisory vote more or less frequently than the alternative that has been selected by our stockholders.

Required Vote

The alternative of every “1 YEAR,” “2 YEARS,” or “3 YEARS” that receives the highest number of votes from the holders of shares represented in person or by proxy and voting at the annual meeting will be considered the frequency preferred by our stockholders. Even though your vote is advisory and, therefore, will not be binding on Maxim Integrated, the board of directors and the Compensation Committee value the opinions of our stockholders and will consider our stockholders’ vote. Nonetheless, our board of directors may decide that it is in the best interests of our stockholders and Maxim Integrated to hold an advisory vote on executive compensation more or less frequently than the option advised by our stockholders. Unless marked to the contrary, proxies received will be voted “1 YEAR” for Proposal No. 5.

Recommendation

Our board of directors recommends a vote of “1 YEAR” for the frequency of future advisory votes on the compensation of Maxim Integrated’s Named Executive Officers.

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Proposal No. 5(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, 2015,24, 2017, the last day of fiscal year 2015,2017, by: (1) each current director; (2) each current named executive officer;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.

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Proposal No. 5(continued)

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Proposal No. 6(continued)

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive 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,Executive 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, 2015,24, 2017, all Section 16(a) filing requirements applicable to its executive 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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