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 23, 2020 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 23, 2020, the stockholders elected the Board of Directors of Texas Instruments Incorporated and voted upon two Board proposals contained within our Proxy Statement dated March 10, 2020. The Board nominees were elected with the following vote: Nominee For Against Abstentions Broker  Non-Votes Mark A. Blinn 744,207,344 8,075,818 1,115,244 77,074,480 Todd M. Bluedorn 745,049,549 7,233,865 1,114,992 77,074,480 Janet F. Clark 749,597,901 2,738,529 1,061,976 77,074,480 Carrie S. Cox 730,865,235 21,456,076 1,077,095 77,074,480 Martin S. Craighead 748,943,759 3,344,303 1,110,344 77,074,480 Jean M. Hobby 745,177,886 7,127,171 1,093,349 77,074,480 Michael Hsu 700,638,473 51,624,674 1,135,259 77,074,480 Ronald Kirk 740,801,424 6,446,933 6,150,049 77,074,480 Pamela H. Patsley 697,791,906 54,532,305 1,074,195 77,074,480 Robert E. Sanchez 749,392,583 2,899,798 1,106,025 77,074,480 Richard K. Templeton 708,551,272 41,155,206 3,691,928 77,074,480 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 681,952,354 69,442,298 2,003,754 77,074,480 Proposal For Against Abstentions Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2020 797,909,169 31,121,768 1,441,949 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 28, 2020   By:   /s/ Cynthia Hoff Trochu         Cynthia Hoff Trochu         Senior Vice President, Secretary and         General Counsel