Form 8-K TEXAS INSTRUMENTS INC For: Apr 25

April 29, 2019 6:11 AM

 

 

 

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 25, 2019

 

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))

 

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 25, 2019, the stockholders elected the Board of Directors of Texas Instruments Incorporated (“TI”) and voted upon two Board proposals contained within our Proxy Statement dated March 12, 2019.

 

The Board nominees were elected with the following vote:

Nominee

 

For

 

Against

Abstentions

Broker

Non-Votes

 

 

 

 

 

Mark A. Blinn

762,454,094

6,846,044

1,384,200

86,163,798

Todd M. Bluedorn

470,046,935

299,249,938

1,387,465

86,163,798

Janet F. Clark

763,965,508

5,343,434

1,375,396

86,163,798

Carrie S. Cox

471,839,206

297,307,236

1,537,896

86,163,798

Martin S. Craighead

766,889,702

2,406,763

1,387,873

86,163,798

Jean M. Hobby

764,075,759

5,284,256

1,324,323

86,163,798

Ronald Kirk

755,636,008

9,222,074

5,826,256

86,163,798

Pamela H. Patsley

741,962,321

27,432,197

1,289,820

86,163,798

Robert E. Sanchez

761,738,169

7,584,260

1,361,909

86,163,798

Richard K. Templeton

733,605,564

31,910,405

5,168,369

86,163,798

 

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

713,250,963

55,193,597

2,239,778

86,163,798

 

Proposal

 

For

 

Against

Abstentions

 

 

 

 

Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2019

824,220,996

31,350,640

1,276,500

 



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 29, 2019

  

By:

  

/s/ Cynthia Hoff Trochu

 

  

 

  

Cynthia Hoff Trochu

 

  

 

  

Senior Vice President, Secretary and General Counsel

 

 

 

 

 

 

 

Categories

SEC Filings