Texas Instruments
TEXAS INSTRUMENTS INC (Form: 8-K, Received: 05/01/2018 17:17:22)

 

 

 

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 26, 2018

 

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 26, 2018, 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 13, 2018.

 

The Board nominees were elected with the following vote:

Nominee

 

For

 

Against

Abstentions

Broker

Non-Votes

 

 

 

 

 

Ralph W. Babb, Jr.

796,439,343

4,889,384

1,195,261

84,871,070

Mark A. Blinn

796,440,567

4,787,207

1,296,214

84,871,070

Todd M. Bluedorn

701,916,718

99,247,272

1,359,998

84,871,070

Daniel A. Carp

776,557,130

24,687,118

1,279,740

84,871,070

Janet F. Clark

796,457,556

4,817,953

1,248,479

84,871,070

Carrie S. Cox

784,174,545

17,092,681

1,256,762

84,871,070

Brian T. Crutcher

799,117,130

2,256,176

1,150,682

84,871,070

Jean M. Hobby

796,412,610

4,863,968

1,247,410

84,871,070

Ronald Kirk

789,705,273

  11,631,982

1,186,733

84,871,070

Pamela H. Patsley

783,313,891

17,948,617

1,261,480

84,871,070

Robert E. Sanchez

785,471,108

15,707,498

1,345,382

84,871,070

Richard K. Templeton

774,246,904

23,050,184

5,226,900

84,871,070

 

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

752,544,601

47,719,574

2,259,813

84,871,070

 

Proposal

 

For

 

Against

Abstentions

Broker

Non-Votes

 

 

 

 

 

Board proposal regarding approval of the 2018 Director Compensation Plan

766,948,902

33,416,478

2,158,608

84,871,070

 

Proposal

 

For

 

Against

Abstentions

 

 

 

 

Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2018

855,779,587

30,336,631

1,278,840

 



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: May 1, 2018

  

By:

  

/s/ Cynthia Hoff Trochu

 

  

 

  

Cynthia Hoff Trochu

 

  

 

  

Senior Vice President, Secretary and General Counsel