Texas Instruments Incorporated filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Semiconductors
Technology
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
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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 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:
| Nominee | For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||
| Mark A. Blinn | 725,626,501 | 25,571,032 | 1,346,091 | 68,974,451 | |||||||||||||||||||
| Todd M. Bluedorn | 713,690,887 | 36,450,312 | 2,402,425 | 68,974,451 | |||||||||||||||||||
| Janet F. Clark | 740,550,653 | 10,739,499 | 1,253,472 | 68,974,451 | |||||||||||||||||||
| Carrie S. Cox | 689,240,581 | 61,989,543 | 1,313,500 | 68,974,451 | |||||||||||||||||||
| Martin S. Craighead | 719,805,260 | 31,418,036 | 1,320,328 | 68,974,451 | |||||||||||||||||||
| Reginald DesRoches | 747,551,269 | 3,684,065 | 1,308,290 | 68,974,451 | |||||||||||||||||||
| Curtis C. Farmer | 746,840,226 | 4,348,191 | 1,355,207 | 68,974,451 | |||||||||||||||||||
| Jean M. Hobby | 718,707,855 | 32,572,792 | 1,262,977 | 68,974,451 | |||||||||||||||||||
| Haviv Ilan | 740,781,163 | 10,540,315 | 1,222,146 | 68,974,451 | |||||||||||||||||||
| Ronald Kirk | 734,848,712 | 16,451,671 | 1,243,241 | 68,974,451 | |||||||||||||||||||
| Pamela H. Patsley | 678,619,748 | 72,672,404 | 1,251,472 | 68,974,451 | |||||||||||||||||||
| Robert E. Sanchez | 721,022,268 | 30,202,223 | 1,319,133 | 68,974,451 | |||||||||||||||||||
| Richard K. Templeton | 710,310,015 | 41,186,593 | 1,047,016 | 68,974,451 | |||||||||||||||||||
The stockholders voted on the following proposals and cast their votes as described below:
| Proposal | For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||
| Board proposal to approve the Texas Instruments 2024 Long-Term Incentive Plan | 721,436,117 | 29,637,238 | 1,470,269 | 68,974,451 | |||||||||||||||||||
| Proposal | For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||
| Board proposal regarding advisory approval of the company’s executive compensation | 641,237,914 | 109,230,095 | 2,075,615 | 68,974,451 | |||||||||||||||||||
| 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 2024 | 759,853,792 | 54,031,301 | 7,632,982 | — | |||||||||||||||||||
| Proposal | For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||
| Stockholder proposal to permit a combined 15% of stockholders to call a special meeting | 349,650,991 | 401,295,788 | 1,596,845 | 68,974,451 | |||||||||||||||||||
| Proposal | For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||
| Stockholder proposal to report on due diligence efforts to identify risks associated with product misuse | 142,820,568 | 602,323,672 | 7,399,384 | 68,974,451 | |||||||||||||||||||
ITEM 9.01. Exhibits.
| Designation of Exhibit in this Report | Description of Exhibit | |||||||
| 10.1 | ||||||||
| 104 | Cover 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 | ||||||||||||||