8-K

TEXAS INSTRUMENTS INCORPORATED

Date: April 28, 2021

/s/ Cynthia Hoff Trochu

Cynthia Hoff Trochu

Senior Vice President, Secretary and General Counsel

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 22, 2021

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 22, 2021, the stockholders elected the Board of Directors of Texas Instruments Incorporated and voted upon the proposals contained within our Proxy Statement dated March 9, 2021.

The Board nominees were elected with the following vote:


Nominee	For		Against		Abstentions		Broker Non-Votes
Mark A. Blinn		675,101,105		73,674,071		2,040,323		70,174,112
Todd M. Bluedorn		741,856,453		6,903,466		2,055,580		70,174,112
Janet F. Clark		746,306,722		2,424,817		2,083,960		70,174,112
Carrie S. Cox		713,835,885		34,328,520		2,651,094		70,174,112
Martin S. Craighead		739,140,836		9,492,852		2,181,811		70,174,112
Jean M. Hobby		746,184,404		2,506,038		2,125,057		70,174,112
Michael Hsu		698,233,976		50,501,665		2,079,858		70,174,112
Ronald Kirk		733,897,515		8,570,243		8,347,741		70,174,112
Pamela H. Patsley		695,240,208		53,423,870		2,151,421		70,174,112
Robert E. Sanchez		742,196,246		6,512,864		2,106,389		70,174,112
Richard K. Templeton		706,611,968		39,429,623		4,773,908		70,174,112

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		658,865,942		90,110,360		1,839,197		70,174,112

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 2021		777,010,341		42,440,309		1,538,961		-0-

Proposal	For		Against		Abstentions		Broker Non-Votes
Stockholder proposal to permit shareholder action by written consent		582,669,072		164,741,415		3,405,012		70,174,112