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txn-20240425
FALSE000009747600000974762024-04-252024-04-25

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 25, 2024
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))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading
Symbol(s)		 Name of each exchange on which registered
Common Stock, par value $1.00 TXN The Nasdaq Global Select Market
 
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 25, 2024, at the annual meeting of stockholders of Texas Instruments Incorporated (the “Company”), stockholders of the Company approved the Texas Instruments 2024 Long-Term Incentive Plan (the “2024 Plan”), which had previously been approved by the Board of Directors of the Company, subject to stockholder approval. A description of the 2024 Plan contained under the caption “Proposal to approve the Texas Instruments 2024 Long-Term Incentive Plan” in the Company’s Proxy Statement dated March 12, 2024, is incorporated herein by reference. The foregoing description of the 2024 Plan does not purport to be complete and is qualified in its entirety by reference to the text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

ITEM 5.07.    Submission of Matters to a Vote of Security Holders.
 
At the annual meeting of stockholders held on April 25, 2024, the stockholders elected the Board of Directors of Texas Instruments Incorporated and voted upon the proposals contained within our Proxy Statement dated March 12, 2024.

The Board nominees were elected with the following vote:

NomineeForAgainstAbstentionsBroker Non-Votes
Mark A. Blinn725,626,50125,571,0321,346,09168,974,451
Todd M. Bluedorn713,690,88736,450,3122,402,42568,974,451
Janet F. Clark740,550,65310,739,4991,253,47268,974,451
Carrie S. Cox689,240,58161,989,5431,313,50068,974,451
Martin S. Craighead719,805,26031,418,0361,320,32868,974,451
Reginald DesRoches747,551,2693,684,0651,308,29068,974,451
Curtis C. Farmer746,840,2264,348,1911,355,20768,974,451
Jean M. Hobby718,707,85532,572,7921,262,97768,974,451
Haviv Ilan740,781,16310,540,3151,222,14668,974,451
Ronald Kirk734,848,71216,451,6711,243,24168,974,451
Pamela H. Patsley678,619,74872,672,4041,251,47268,974,451
Robert E. Sanchez721,022,26830,202,2231,319,13368,974,451
Richard K. Templeton710,310,01541,186,5931,047,01668,974,451

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

ProposalForAgainstAbstentionsBroker Non-Votes
Board proposal to approve the Texas Instruments 2024 Long-Term Incentive Plan721,436,11729,637,2381,470,26968,974,451
ProposalForAgainstAbstentionsBroker Non-Votes
Board proposal regarding advisory approval of the company’s executive compensation641,237,914109,230,0952,075,61568,974,451
ProposalForAgainstAbstentionsBroker Non-Votes
Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2024759,853,79254,031,3017,632,982—


ProposalForAgainstAbstentionsBroker Non-Votes
Stockholder proposal to permit a combined 15% of stockholders to call a special meeting 349,650,991401,295,7881,596,84568,974,451
ProposalForAgainstAbstentionsBroker Non-Votes
Stockholder proposal to report on due diligence efforts to identify risks associated with product misuse142,820,568602,323,6727,399,38468,974,451

ITEM 9.01.    Exhibits.

Designation
of Exhibit
in this
Report		Description of Exhibit
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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, 2024 By: /s/ Cynthia Hoff Trochu
    Cynthia Hoff Trochu
    Senior Vice President, Secretary and
    General Counsel