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
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| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 15, 2024, the Board of Directors of Texas Instruments Incorporated (“TI”) elected Reginald DesRoches to the Board of Directors of TI and to the Board’s Audit Committee effective March 1, 2024.
In connection with his service as a director, Dr. DesRoches will receive TI’s standard non-employee director cash and equity compensation as described in the Texas Instruments 2018 Director Compensation Plan, as amended. As a new director, Dr. DesRoches will receive (i) a one-time initial equity award of restricted stock units with a grant-date value of approximately $230,000, and (ii) a pro rata portion of the $110,000 annual retainer for his service through the remaining portion of the year.
The Board determined that Dr. DesRoches has no relationship that, in the opinion of the Board, would interfere with his exercise of independent judgment in carrying out his responsibilities as director. There have been no transactions involving TI or any of its subsidiaries in which Dr. DesRoches 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. |
TI’s news release announcing Dr. DesRoches’s election is attached hereto as Exhibit 99.
| ITEM 9.01. | Exhibits. |
| Designation |
Description of Exhibit | |
| 99 | Registrant’s News Release | |
| Dated February 20, 2024 (furnished pursuant to Item 7.01) | ||
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: February 20, 2024 | By: | /s/ Cynthia Hoff Trochu | ||||
| Cynthia Hoff Trochu | ||||||
| Senior Vice President, Secretary and General Counsel | ||||||
Exhibit 99
| News release |
|
Rice University President Reginald DesRoches to join TI board of directors
DALLAS (Feb. 20, 2024) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today announced that Reginald DesRoches, president of Rice University, has been elected to TI’s board of directors, effective March 1.
“We’re pleased to welcome Reggie to our board,” said Rich Templeton, TI’s chairman of the board. “With his decades of experience in academia and background in engineering, Reggie understands the impact that technology can have in our lives and the world. We’re confident he’ll be a valuable contributor to our strategic discussions.”
Dr. DesRoches, 56, has had a distinguished career in higher education, including positions of increasing responsibility at two major universities with highly ranked engineering programs. He has been the president of Rice University in Houston, Texas, since 2022 and a professor of engineering since 2017. Prior to his role as president, he was Rice’s Howard Hughes Provost and the William and Stephanie Sick Dean of Engineering. Before his appointment at Rice, Dr. DesRoches was the chair of the School of Civil and Environmental Engineering at the Georgia Institute of Technology (Georgia Tech).
Dr. DesRoches has a Bachelor of Science in Mechanical Engineering, a Master of Science in Civil Engineering and a Doctorate in Structural Engineering from the University of California, Berkeley.
“Reggie has a competitive spirit and a track record of leading organizations to new levels of achievement – which are valued at TI,” said Todd Bluedorn, chair of the board’s governance and stockholder relations committee. “We look forward to working with him.”
About Texas Instruments
Texas Instruments Incorporated (Nasdaq: TXN) is a global semiconductor company that designs, manufactures, tests and sells analog and embedded processing chips for markets such as industrial, automotive, personal electronics, communications equipment and enterprise systems. Our passion to create a better world by making electronics more affordable through semiconductors is alive today, as each generation of innovation builds upon the last to make our technology smaller, more efficient, more reliable and more affordable – making it possible for semiconductors to go into electronics everywhere. We think of this as Engineering Progress. It’s what we do and have been doing for decades. Learn more at TI.com.
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