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 27, 2023 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 27, 2023, the stockholders elected the Board of Directors of Texas Instruments Incorporated and voted upon the proposals contained within our Proxy Statement dated March 14, 2023. The Board nominees were elected with the following vote: Nominee For Against Abstentions Broker Non-Votes Mark A. Blinn 725,092,458 17,500,046 1,232,412 69,565,209 Todd M. Bluedorn 731,729,546 10,942,575 1,152,795 69,565,209 Janet F. Clark 729,897,682 12,928,030 999,204 69,565,209 Carrie S. Cox 618,514,766 124,208,081 1,102,069 69,565,209 Martin S. Craighead 730,978,977 11,694,875 1,151,064 69,565,209 Curtis C. Farmer 736,754,518 5,907,694 1,162,704 69,565,209 Jean M. Hobby 708,721,943 34,004,484 1,098,489 69,565,209 Haviv Ilan 736,035,904 6,704,080 1,084,932 69,565,209 Ronald Kirk 720,742,274 21,996,557 1,086,085 69,565,209 Pamela H. Patsley 634,202,881 108,173,980 1,448,055 69,565,209 Robert E. Sanchez 722,701,325 19,988,682 1,134,909 69,565,209 Richard K. Templeton 710,786,262 30,144,993 2,893,661 69,565,209 The stockholders voted on the following proposals and cast their votes as described below: Proposal For Against Abstentions Broker Non-Votes Board proposal to approve amendment and restatement of the TI Employees 2014 Stock Purchase Plan to extend the termination date 739,923,117 2,841,975 1,059,824 69,565,209 Proposal 1 Year 2 Years 3 Years Abstentions Broker Non-Votes Board proposal regarding advisory vote on the frequency of future advisory votes on executive compensation 730,702,041 1,501,389 10,499,654 1,121,832 69,565,209 The results being consistent with the Board’s recommendation, the company will continue to hold an advisory vote on executive compensation every year. Proposal For Against Abstentions Broker Non-Votes Board proposal regarding advisory approval of the company’s executive compensation 627,636,290 114,025,836 2,162,790 69,565,209 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 2023 763,040,083 45,188,373 5,161,669 — Proposal For Against Abstentions Broker Non-Votes Stockholder proposal to permit a combined 10% of stockholders to call a special meeting 335,626,155 405,885,578 2,313,183 69,565,209 Proposal For Against Abstentions Broker Non-Votes Stockholder proposal to report on due diligence efforts to trace end-user misuse of company products 169,488,999 565,911,868 8,424,049 69,565,209 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: May 3, 2023   By:   /s/ Cynthia Hoff Trochu         Cynthia Hoff Trochu         Senior Vice President, Secretary and         General Counsel