DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 28, 2022
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 5.07. Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders held on April 28, 2022, the stockholders elected the Board of Directors of Texas Instruments Incorporated and voted upon the proposals contained within our Proxy Statement dated March 15, 2022.
The Board nominees were elected with the following vote:
Nominee
For
Against
Abstentions
Broker Non-Votes
Mark A. Blinn
733,411,007
11,597,137
1,621,600
66,809,688
Todd M. Bluedorn
737,107,310
7,887,090
1,635,344
66,809,688
Janet F. Clark
737,011,536
8,019,620
1,598,588
66,809,688
Carrie S. Cox
636,298,867
108,723,702
1,607,175
66,809,688
Martin S. Craighead
735,398,001
9,557,130
1,674,613
66,809,688
Jean M. Hobby
740,699,338
4,327,512
1,602,894
66,809,688
Michael D. Hsu
703,632,094
34,103,172
8,894,478
66,809,688
Haviv Ilan
735,092,465
9,887,144
1,650,135
66,809,688
Ronald Kirk
723,184,475
14,470,860
8,974,409
66,809,688
Pamela H. Patsley
636,492,855
108,522,645
1,614,244
66,809,688
Robert E. Sanchez
729,412,422
15,597,125
1,620,197
66,809,688
Richard K. Templeton
697,833,154
45,408,096
3,388,494
66,809,688
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
621,672,336
123,392,323
1,565,085
66,809,688
Proposal
For
Against
Abstentions
Broker Non-Votes
Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2022
759,222,315
47,002,559
7,214,558
0
Proposal
For
Against
Abstentions
Broker Non-Votes
Stockholder proposal to permit a combined 10% of stockholders to call a special meeting
352,917,545
391,448,191
2,264,008
66,809,688
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.