Texas Instruments
TEXAS INSTRUMENTS INC (Form: 8-K, Received: 04/26/2017 16:14:09)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 20, 2017

 

TEXAS INSTRUMENTS INCORPORATED

(Exact name of registrant as specified in charter)

 

 

DELAWARE

 

001-03761

 

75-0289970

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. employer

identification no.)

12500 TI BOULEVARD

DALLAS, TEXAS 75243

(Address of principal executive offices)

Registrant’s telephone number, including area code: (214) 479-3773

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 



ITEM 5.07.  Submission of Matters to a Vote of Security Holders.

 

At the annual meeting of stockholders held on April 20, 2017, the stockholders elected the Board of Directors of Texas Instruments Incorporated (“TI”) and voted upon three Board proposals contained within our Proxy Statement dated March 6, 2017.

 

The Board nominees were elected with the following vote:

Nominee

 

For

 

Against

Abstentions

Broker

Non-Votes

 

 

 

 

 

Ralph W. Babb, Jr.

813,111,433

4,669,030

1,142,884

82,373,138

Mark A. Blinn

813,599,605

4,220,836

1,102,906

82,373,138

Todd M. Bluedorn

734,119,803

83,696,678

1,106,866

82,373,138

Daniel A. Carp

799,835,024

17,964,350

1,123,973

82,373,138

Janet F. Clark

813,394,131

4,523,868

1,005,348

82,373,138

Carrie S. Cox

806,781,912

11,116,668

1,024,767

82,373,138

Jean M. Hobby

816,061,312

1,819,468

1,042,567

82,373,138

Ronald Kirk

812,894,490

    4,901,353

1,127,504

82,373,138

Pamela H. Patsley

722,561,097

95,302,533

1,059,717

82,373,138

Robert E. Sanchez

808,401,626

9,431,735

1,089,986

82,373,138

Wayne R. Sanders

794,509,128

23,315,217

1,099,002

82,373,138

Richard K. Templeton

790,362,461

23,565,376

4,995,510

82,373,138

 

The stockholders voted on the following proposals and cast their votes as described below:

 

Proposal

 

For

 

Against

Abstentions

Broker

Non-Votes

 

 

 

 

 

Board proposal regarding advisory approval of the company’s executive compensation

772,841,468

43,376,426

2,705,453

82,373,138

 

Proposal

 

1 year

 

2 years

3 years

Abstentions

Broker

Non-Votes

 

 

 

 

 

 

Board proposal regarding advisory vote on future advisory votes on executive officer compensation

752,006,178

2,015,133

63,351,773

1,550,263

82,373,138

 

The results being consistent with the Board’s recommendation, TI will continue to hold an advisory vote on executive compensation every year.

 

Proposal

 

For

 

Against

Abstentions

 

 

 

 

Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2017

878,118,910

22,135,112

1,042,463

 



SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

  

TEXAS INSTRUMENTS INCORPORATED

 

 

 

Date: April 26, 2017

  

By:

  

/s/ Cynthia Hoff Trochu

 

  

 

  

Cynthia Hoff Trochu

 

  

 

  

Senior Vice President, Secretary and General Counsel