8-KThe WireRoutine
Shareholder Vote
Filed Apr 18, 2025 · 1y ago · Accession 0000097476-25-000022
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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 17, 2025
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 17, 2025, the stockholders elected the Board of Directors of Texas Instruments Incorporated and voted upon the proposals contained within the company’s proxy statement dated March 5, 2025.
The Board nominees were elected with the following vote:
Nominee For Against Abstentions Broker Non-Votes
Mark Blinn 721,514,575 22,997,791 874,915 65,641,693
Todd Bluedorn 702,584,071 41,836,102 967,108 65,641,693
Janet Clark 729,415,355 15,134,135 837,791 65,641,693
Carrie Cox 653,589,748 90,960,895 836,638 65,641,693
Martin Craighead 715,644,236 28,877,235 865,810 65,641,693
Reginald DesRoches 713,623,170 30,850,639 913,472 65,641,693
Curtis Farmer 734,380,183 10,085,471 921,627 65,641,693
Jean Hobby 731,581,238 12,574,243 1,231,800 65,641,693
Haviv Ilan 733,127,818 11,199,040 1,060,423 65,641,693
Ronald Kirk 723,658,684 20,864,239 864,358 65,641,693
Pamela Patsley 709,220,484 34,932,709 1,234,088 65,641,693
Robert Sanchez 721,467,517 23,024,733 895,031 65,641,693
Richard Templeton 710,953,701 33,417,115 1,016,465 65,641,693
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 648,369,929 95,514,709 1,502,643 65,641,693
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 2025 751,675,710 52,072,520 7,280,744 —
Proposal For Against Abstentions Broker Non-Votes
Stockholder proposal to permit a combined 10% of stockholders to call a special meeting 318,057,232 425,922,191 1,407,858 65,641,693
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 18, 2025 By: /s/ Katie Kane
Katie Kane
Senior Vice President, Secretary and
General Counsel
Filing details
- Company
- TEXAS INSTRUMENTS INC
- Ticker
- TXN
- CIK
- 97476
- Form type
- 8-K
- Filing date
- Apr 18, 2025
- Report date
- Apr 17, 2025
- Document
- txn-20250417.htm
- Size
- 181 KB