Executive Change · Shareholder Vote

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: 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 Texas Instruments 2024 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 dated April 26, 2024, filed with the SEC on April 26, 2024). 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