FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed Apr 18, 2025 · 1y ago · Accession 0000097476-25-000022

Plain English

Material event — a significant development the company must disclose promptly.

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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 17, 2025 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 17, 2025, the stockholders elected the Board of Directors of Texas Instruments Incorporated and voted upon the proposals contained within the company’s proxy statement dated March 5, 2025. The Board nominees were elected with the following vote: Nominee For Against Abstentions Broker Non-Votes Mark Blinn 721,514,575 22,997,791 874,915 65,641,693 Todd Bluedorn 702,584,071 41,836,102 967,108 65,641,693 Janet Clark 729,415,355 15,134,135 837,791 65,641,693 Carrie Cox 653,589,748 90,960,895 836,638 65,641,693 Martin Craighead 715,644,236 28,877,235 865,810 65,641,693 Reginald DesRoches 713,623,170 30,850,639 913,472 65,641,693 Curtis Farmer 734,380,183 10,085,471 921,627 65,641,693 Jean Hobby 731,581,238 12,574,243 1,231,800 65,641,693 Haviv Ilan 733,127,818 11,199,040 1,060,423 65,641,693 Ronald Kirk 723,658,684 20,864,239 864,358 65,641,693 Pamela Patsley 709,220,484 34,932,709 1,234,088 65,641,693 Robert Sanchez 721,467,517 23,024,733 895,031 65,641,693 Richard Templeton 710,953,701 33,417,115 1,016,465 65,641,693 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 648,369,929 95,514,709 1,502,643 65,641,693 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 2025 751,675,710 52,072,520 7,280,744 — Proposal For Against Abstentions Broker Non-Votes Stockholder proposal to permit a combined 10% of stockholders to call a special meeting 318,057,232 425,922,191 1,407,858 65,641,693 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 18, 2025   By:   /s/ Katie Kane         Katie Kane         Senior Vice President, Secretary and         General Counsel
Filing details
Ticker
TXN
CIK
97476
Form type
8-K
Filing date
Apr 18, 2025
Report date
Apr 17, 2025
Document
txn-20250417.htm
Size
181 KB