UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
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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).
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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 22, 2021, the stockholders elected the Board of Directors of Texas Instruments Incorporated and voted upon the proposals contained within our Proxy Statement dated March 9, 2021.
The Board nominees were elected with the following vote:
| Nominee |
For | Against | Abstentions | Broker Non-Votes |
||||||||||||
| Mark A. Blinn |
675,101,105 | 73,674,071 | 2,040,323 | 70,174,112 | ||||||||||||
| Todd M. Bluedorn |
741,856,453 | 6,903,466 | 2,055,580 | 70,174,112 | ||||||||||||
| Janet F. Clark |
746,306,722 | 2,424,817 | 2,083,960 | 70,174,112 | ||||||||||||
| Carrie S. Cox |
713,835,885 | 34,328,520 | 2,651,094 | 70,174,112 | ||||||||||||
| Martin S. Craighead |
739,140,836 | 9,492,852 | 2,181,811 | 70,174,112 | ||||||||||||
| Jean M. Hobby |
746,184,404 | 2,506,038 | 2,125,057 | 70,174,112 | ||||||||||||
| Michael Hsu |
698,233,976 | 50,501,665 | 2,079,858 | 70,174,112 | ||||||||||||
| Ronald Kirk |
733,897,515 | 8,570,243 | 8,347,741 | 70,174,112 | ||||||||||||
| Pamela H. Patsley |
695,240,208 | 53,423,870 | 2,151,421 | 70,174,112 | ||||||||||||
| Robert E. Sanchez |
742,196,246 | 6,512,864 | 2,106,389 | 70,174,112 | ||||||||||||
| Richard K. Templeton |
706,611,968 | 39,429,623 | 4,773,908 | 70,174,112 | ||||||||||||
The stockholders voted on the following proposals and cast their votes as described below:
| Proposal | For | Against | Abstentions | Broker Non-Votes |
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| Board proposal regarding advisory approval of the company’s executive compensation |
658,865,942 | 90,110,360 | 1,839,197 | 70,174,112 | ||||||||||||
| Proposal | For | Against | Abstentions | Broker Non-Votes |
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| Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2021 |
777,010,341 | 42,440,309 | 1,538,961 | -0- | ||||||||||||
| Proposal | For | Against | Abstentions | Broker Non-Votes |
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| Stockholder proposal to permit shareholder action by written consent |
582,669,072 | 164,741,415 | 3,405,012 | 70,174,112 | ||||||||||||
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 28, 2021 | By: | /s/ Cynthia Hoff Trochu | ||||
| Cynthia Hoff Trochu | ||||||
| Senior Vice President, Secretary and General Counsel | ||||||