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TXN Texas Instruments



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:
NomineeForAgainstAbstentions
Broker
 Non-Votes
Mark A. Blinn744,207,3448,075,8181,115,24477,074,480
Todd M. Bluedorn745,049,5497,233,8651,114,99277,074,480
Janet F. Clark749,597,9012,738,5291,061,97677,074,480
Carrie S. Cox730,865,23521,456,0761,077,09577,074,480
Martin S. Craighead748,943,7593,344,3031,110,34477,074,480
Jean M. Hobby745,177,8867,127,1711,093,34977,074,480
Michael Hsu700,638,47351,624,6741,135,25977,074,480
Ronald Kirk740,801,4246,446,9336,150,04977,074,480
Pamela H. Patsley697,791,90654,532,3051,074,19577,074,480
Robert E. Sanchez749,392,5832,899,7981,106,02577,074,480
Richard K. Templeton708,551,27241,155,2063,691,92877,074,480

The stockholders voted on the following proposals and cast their votes as described below:
ProposalForAgainstAbstentions
Broker
Non-Votes
Board proposal regarding advisory approval of the company’s executive compensation681,952,35469,442,2982,003,75477,074,480


ProposalForAgainstAbstentions
Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2020797,909,16931,121,7681,441,949




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