TEXAS INSTRUMENTS INC DE TX false 0000097476 0000097476 2024-02-15 2024-02-15

 

 

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): February 15, 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 February 15, 2024, the Board of Directors of Texas Instruments Incorporated (“TI”) elected Reginald DesRoches to the Board of Directors of TI and to the Board’s Audit Committee effective March 1, 2024.

In connection with his service as a director, Dr. DesRoches will receive TI’s standard non-employee director cash and equity compensation as described in the Texas Instruments 2018 Director Compensation Plan, as amended. As a new director, Dr. DesRoches will receive (i) a one-time initial equity award of restricted stock units with a grant-date value of approximately $230,000, and (ii) a pro rata portion of the $110,000 annual retainer for his service through the remaining portion of the year.

The Board determined that Dr. DesRoches has no relationship that, in the opinion of the Board, would interfere with his exercise of independent judgment in carrying out his responsibilities as director. There have been no transactions involving TI or any of its subsidiaries in which Dr. DesRoches has or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.

 

ITEM 7.01.

Regulation FD Disclosure.

TI’s news release announcing Dr. DesRoches’s election is attached hereto as Exhibit 99.

 

ITEM 9.01.

Exhibits.

 

Designation
of Exhibit
in this
Report

   

Description of Exhibit

99    Registrant’s News Release
   Dated February 20, 2024 (furnished pursuant to Item 7.01)

 

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: February 20, 2024     By:  

/s/ Cynthia Hoff Trochu

      Cynthia Hoff Trochu
      Senior Vice President, Secretary and General Counsel

Exhibit 99

 

News release    LOGO

Rice University President Reginald DesRoches to join TI board of directors

DALLAS (Feb. 20, 2024) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today announced that Reginald DesRoches, president of Rice University, has been elected to TI’s board of directors, effective March 1.

“We’re pleased to welcome Reggie to our board,” said Rich Templeton, TI’s chairman of the board. “With his decades of experience in academia and background in engineering, Reggie understands the impact that technology can have in our lives and the world. We’re confident he’ll be a valuable contributor to our strategic discussions.”

Dr. DesRoches, 56, has had a distinguished career in higher education, including positions of increasing responsibility at two major universities with highly ranked engineering programs. He has been the president of Rice University in Houston, Texas, since 2022 and a professor of engineering since 2017. Prior to his role as president, he was Rice’s Howard Hughes Provost and the William and Stephanie Sick Dean of Engineering. Before his appointment at Rice, Dr. DesRoches was the chair of the School of Civil and Environmental Engineering at the Georgia Institute of Technology (Georgia Tech).

Dr. DesRoches has a Bachelor of Science in Mechanical Engineering, a Master of Science in Civil Engineering and a Doctorate in Structural Engineering from the University of California, Berkeley.

“Reggie has a competitive spirit and a track record of leading organizations to new levels of achievement – which are valued at TI,” said Todd Bluedorn, chair of the board’s governance and stockholder relations committee. “We look forward to working with him.”

About Texas Instruments

Texas Instruments Incorporated (Nasdaq: TXN) is a global semiconductor company that designs, manufactures, tests and sells analog and embedded processing chips for markets such as industrial, automotive, personal electronics, communications equipment and enterprise systems. Our passion to create a better world by making electronics more affordable through semiconductors is alive today, as each generation of innovation builds upon the last to make our technology smaller, more efficient, more reliable and more affordable – making it possible for semiconductors to go into electronics everywhere. We think of this as Engineering Progress. It’s what we do and have been doing for decades. Learn more at TI.com.

TXN-G

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