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): June 18, 2015
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
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DELAWARE |
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001-03761 |
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75-0289970 |
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(State or other jurisdiction of incorporation) |
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(Commission file number) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2015, the Registrant’s Board of Directors elected Ms. Janet Clark to the Board of Directors of the Registrant and to the Board’s Audit Committee effective July 15, 2015. Ms. Clark will be compensated as described in the Registrant’s Corporate Governance Guidelines and pursuant to the terms of the Texas Instruments 2009 Director Compensation Plan, as amended, which Plan was filed as an exhibit to the Registrant’s Form 8-K filed December 7, 2010.
The Board determined that Ms. Clark has no relationship that, in the opinion of the Board, would interfere with her exercise of independent judgment in carrying out her responsibilities as director. There have been no transactions involving the Registrant or any of its subsidiaries in which Ms. Clark has or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.
ITEM 7.01 Regulation FD Disclosure.
The Registrant’s news release announcing Ms. Clark’s election is attached hereto as Exhibit 99.
ITEM 9.01. Exhibits
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Designation |
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Description of Exhibit |
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99 |
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Registrant’s News Release |
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Dated June 18, 2015 (furnished pursuant to Item 7.01) |
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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.
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TEXAS INSTRUMENTS INCORPORATED
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Date: June 19, 2015 |
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By: |
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/s/ Joseph F. Hubach |
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Joseph F. Hubach |
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Senior Vice President, |
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Secretary and General Counsel |
Exhibit 99
Janet Clark to join TI board of directors
DALLAS (June 18, 2015) – Texas Instruments Incorporated (TI) (NASDAQ: TXN) today announced that Janet F. Clark has been elected to TI's board of directors, effective July 15.
“We are extremely pleased to welcome Janet to our board,” said Rich Templeton, TI's chairman, president and CEO. “She brings extensive financial expertise and a deep background in business strategy, both of which will make her a valuable addition.”
Ms. Clark, 60, spent the first 20 years of her career in investment banking and financial consulting before serving for 16 years as chief financial officer at several energy companies. Most recently, she spent a decade at Houston-based Marathon Oil Corporation, where she culminated her career as executive vice president and chief financial officer before retiring in late 2013. During her tenure there, she led the successful spin-off of the company’s refining and marketing business. She also serves on the boards of EOG Resources, Inc. and Goldman Sachs BDC, Inc. and is a past director of Dell Inc.
Today, she remains an active supporter of the Houston community through her service on several nonprofit boards, including Teach For America – Houston region, YES Prep Public Schools and the Greater Houston Community Foundation. She also is a member of the Executive Committee of the Houston Symphony board of trustees and the Council of Overseers for Rice University’s Jones Graduate School of Business.
Ms. Clark earned a bachelor’s degree in economics from Harvard University and a master of business administration in finance from the Wharton School of the University of Pennsylvania.
“Janet understands the intricacies of strong financial stewardship and the importance of strategic governance, elements that are fundamental to the effectiveness of the TI board. She will be an excellent counselor to management and we look forward to her service,” said Wayne Sanders, chairman of the board's governance and stockholder relations committee.
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About Texas Instruments
Texas Instruments Incorporated (TI) is a global semiconductor design and manufacturing company that develops analog ICs and embedded processors. By employing the world’s brightest minds, TI creates innovations that shape the future of technology. TI is helping more than 100,000 customers transform the future, today. Learn more at www.ti.com.
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