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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:

NomineeForAgainstAbstentionsBroker Non-Votes
Mark A. Blinn725,092,45817,500,0461,232,41269,565,209
Todd M. Bluedorn731,729,54610,942,5751,152,79569,565,209
Janet F. Clark729,897,68212,928,030999,20469,565,209
Carrie S. Cox618,514,766124,208,0811,102,06969,565,209
Martin S. Craighead730,978,97711,694,8751,151,06469,565,209
Curtis C. Farmer736,754,5185,907,6941,162,70469,565,209
Jean M. Hobby708,721,94334,004,4841,098,48969,565,209
Haviv Ilan736,035,9046,704,0801,084,93269,565,209
Ronald Kirk720,742,27421,996,5571,086,08569,565,209
Pamela H. Patsley634,202,881108,173,9801,448,05569,565,209
Robert E. Sanchez722,701,32519,988,6821,134,90969,565,209
Richard K. Templeton710,786,26230,144,9932,893,66169,565,209

The stockholders voted on the following proposals and cast their votes as described below:

ProposalForAgainstAbstentionsBroker Non-Votes
Board proposal to approve amendment and restatement of the TI Employees 2014 Stock Purchase Plan to extend the termination date739,923,1172,841,9751,059,82469,565,209
Proposal1 Year2 Years3 YearsAbstentionsBroker Non-Votes
Board proposal regarding advisory vote on the frequency of future advisory votes on executive compensation730,702,0411,501,38910,499,6541,121,83269,565,209
The results being consistent with the Board’s recommendation, the company will continue to hold an advisory vote on executive compensation every year.
ProposalForAgainstAbstentionsBroker Non-Votes
Board proposal regarding advisory approval of the company’s executive compensation627,636,290114,025,8362,162,79069,565,209


ProposalForAgainstAbstentionsBroker Non-Votes
Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2023763,040,08345,188,3735,161,669—
ProposalForAgainstAbstentionsBroker Non-Votes
Stockholder proposal to permit a combined 10% of stockholders to call a special meeting 335,626,155405,885,5782,313,18369,565,209
ProposalForAgainstAbstentionsBroker Non-Votes
Stockholder proposal to report on due diligence efforts to trace end-user misuse of company products169,488,999565,911,8688,424,04969,565,209




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


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