FALSE0000097476DelawareTX00000974762022-04-282022-04-28

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 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.
 
    TEXAS INSTRUMENTS INCORPORATED
         
Date: April 29, 2022   By:   /s/ Cynthia Hoff Trochu
        Cynthia Hoff Trochu
        Senior Vice President, Secretary and
        General Counsel


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