FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed Apr 29, 2022 · 4y ago · Accession 0000097476-22-000034

Plain English

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

Read the source below for the full document.

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
Filing details
Ticker
TXN
CIK
97476
Form type
8-K
Filing date
Apr 29, 2022
Report date
Apr 28, 2022
Document
txn-20220428.htm
Size
201 KB