Business Context and Reporting Period
This Form 8-K reports on the results of the annual meeting of stockholders for Texas Instruments Incorporated held on April 16, 2026. The filing details the election of the Board of Directors and the voting outcomes on three specific proposals.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a current report regarding corporate governance events and does not contain financial performance data.
Material Changes and Voting Results
Board of Directors Election
All 12 nominees were elected to the Board of Directors. The voting results were as follows:
- Reginald DesRoches: 749,358,308 For (Highest support)
- Curtis Farmer: 749,524,714 For
- Janet Clark: 739,381,088 For
- Robert Sanchez: 738,859,254 For
- Jean Hobby: 735,479,576 For
- Ronald Kirk: 734,441,545 For
- Haviv Ilan: 726,394,700 For
- Martin Craighead: 721,398,800 For
- Mark Blinn: 719,055,390 For
- Pamela Patsley: 716,022,896 For
- Todd Bluedorn: 667,034,068 For (Highest "Against" votes: 90,641,062)
- Carrie Cox: 661,982,801 For (Highest "Against" votes: 96,008,493)
All nominees received 63,949,850 Broker Non-Votes.
Proposal Outcomes
- Executive Compensation (Say-on-Pay): Approved. 629,949,018 For vs. 127,448,980 Against.
- Ratification of Auditor (Ernst & Young LLP): Approved. 757,840,159 For vs. 55,300,273 Against.
- Stockholder Proposal (Written Consent): Defeated. 338,654,128 For vs. 417,882,720 Against.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to reporting the vote tallies from the annual meeting.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to calculate the percentage of votes cast for each director and proposal.
- Review the proxy statement dated March 4, 2026, for the rationale behind the defeated stockholder proposal regarding written consent.
- Confirm the specific reasons for the higher "Against" votes for directors Todd Bluedorn and Carrie Cox compared to other nominees.
- Check subsequent filings for any financial updates, as this 8-K contains no financial metrics.