Texas Instruments Inc. Files Definitive Proxy Statement

TL;DR

<b>Texas Instruments Inc. has filed its Definitive Proxy Statement for the 2023 fiscal year, detailing executive compensation and corporate governance matters.</b>

AI Summary

TEXAS INSTRUMENTS INC (TXN) filed a Proxy Statement (DEF 14A) with the SEC on March 12, 2024. Texas Instruments Inc. filed a Definitive Proxy Statement (DEF 14A) on March 12, 2024. The filing covers the period from January 1, 2023, to December 31, 2023. It also references data from the fiscal years 2020, 2021, and 2022. The company's principal executive offices are located in Dallas, TX. The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934.

Why It Matters

For investors and stakeholders tracking TEXAS INSTRUMENTS INC, this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions on corporate governance proposals. The detailed financial data and compensation breakdowns provided in the proxy statement offer insights into the company's performance and management incentives.

Risk Assessment

Risk Level: low — TEXAS INSTRUMENTS INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material adverse information.

Analyst Insight

Shareholders should review the executive compensation details and any proposed governance changes to make informed voting decisions.

Key Numbers

• 2024-03-12 — Filing Date (DEF 14A filing date)
• 2024-04-25 — Period of Report (Conformed period of report)
• 2023-12-31 — Fiscal Year End (Fiscal year end for reporting)
• 2023-01-01 — Reporting Period Start (Start of the reporting period)
• 2022-12-31 — Previous Fiscal Year End (Previous fiscal year end referenced)
• 2021-12-31 — Prior Fiscal Year End (Prior fiscal year end referenced)
• 2020-12-31 — Earlier Fiscal Year End (Earlier fiscal year end referenced)

Key Players & Entities

• TEXAS INSTRUMENTS INC (company) — Filer
• 0000097476 (company) — Central Index Key
• 3674 (company) — Standard Industrial Classification
• DE (company) — State of Incorporation
• DALLAS (company) — City
• TX (company) — State
• 75266 (company) — ZIP Code
• 9729953773 (company) — Business Phone

FAQ

Industry Context

Texas Instruments operates in the Semiconductors & Related Devices industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs proxy solicitations.

What Investors Should Do

1. Review the detailed executive compensation packages for named executive officers.
2. Analyze proposals related to corporate governance and shareholder rights.
3. Vote on director nominations and other matters presented in the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual proxy statement, and does not represent a change from previous filings in terms of format or purpose.

Filing Documents

• txn-20240312.htm (DEF 14A) — 1612KB
• txn-20240312_g1.jpg (GRAPHIC) — 111KB
• txn-20240312_g10.jpg (GRAPHIC) — 32KB
• txn-20240312_g11.jpg (GRAPHIC) — 29KB
• txn-20240312_g12.jpg (GRAPHIC) — 29KB
• txn-20240312_g13.jpg (GRAPHIC) — 26KB
• txn-20240312_g14.jpg (GRAPHIC) — 21KB
• txn-20240312_g15.jpg (GRAPHIC) — 24KB
• txn-20240312_g16.jpg (GRAPHIC) — 142KB
• txn-20240312_g17.jpg (GRAPHIC) — 104KB
• txn-20240312_g18.jpg (GRAPHIC) — 58KB
• txn-20240312_g19.jpg (GRAPHIC) — 4KB
• txn-20240312_g2.jpg (GRAPHIC) — 72KB
• txn-20240312_g20.jpg (GRAPHIC) — 21KB
• txn-20240312_g3.jpg (GRAPHIC) — 25KB
• txn-20240312_g4.jpg (GRAPHIC) — 29KB
• txn-20240312_g5.jpg (GRAPHIC) — 52KB
• txn-20240312_g6.jpg (GRAPHIC) — 24KB
• txn-20240312_g7.jpg (GRAPHIC) — 25KB
• txn-20240312_g8.jpg (GRAPHIC) — 62KB
• txn-20240312_g9.jpg (GRAPHIC) — 24KB
• 0000097476-24-000012.txt (&nbsp;) — 4473KB
• txn-20240312.xsd (EX-101.SCH) — 6KB
• txn-20240312_def.xml (EX-101.DEF) — 6KB
• txn-20240312_lab.xml (EX-101.LAB) — 15KB
• txn-20240312_pre.xml (EX-101.PRE) — 10KB
• txn-20240312_htm.xml (XML) — 73KB

Executive compensation

Executive compensation 28 Proposal regarding advisory approval of the company's executive compensation 29 Compensation discussion and analysis 29 Executive summary 29 Compensation philosophy and elements 30 Analysis of compensation determinations 34 Recoupment policy 42 Stock ownership guidelines and policy against hedging 44 Compensation c ommittee report 44 2023 compensation tab les 45 2023 summary compensation table 45 Grants of plan-based awards in 2023 47 Outstanding equity awards at fiscal year-end 2023 48 2023 o ption exercises and stock vested 50 2023 p ension benefi ts 51 2023 n on-qualified deferred compensation 53 Potential payments upon termination or change in control 54 Pay ratio 58 Pay versus performance 59 Audit committee matters 61 Audit c ommittee report 61 Proposal to ratify appointment of independent registered public accounting firm 61 Stockholder proposal s 63 Additional information 68

Security ownership of certain beneficial owners

Security ownership of certain beneficial owners 68

Security ownership of directors and

Security ownership of directors and management 69 Stockholder proposals and nominations for 2025 73 Benefit plan voting 73 Delinquent Section 16(a) reports 73 Telephone and internet voting 74 Stockholders sharing the same address 74 Internet availability of proxy materials 74 Notice regarding forward-looking statements 75 Appendix A (Texas Instruments 2024 Long-Term Incentive Plan) 76 2024 PROXY STATEMENT PAGE 2 PROXY STATEMENT – MARCH 12, 2024 EXECUTIVE OFFICES 12500 TI BOULEVARD, DALLAS, TX 75243 MAILING ADDRESS: P.O. BOX 660199, MS 8658, DALLAS, TX 75266-0199 Voting procedures, quorum and attendance requirements TI's board of directors requests your proxy for the annual meeting of stockholders on April 25, 2024. If you sign and return the enclosed proxy or vote by telephone or on the internet, you authorize the persons named in the proxy to represent you and vote your shares for the purposes mentioned in the notice of annual meeting. This proxy statement and related proxy are being distributed on or about March 12, 2024. If you come to the meeting, you can vote in person. If you do not come to the meeting, your shares can be voted only if you have returned a properly signed proxy or followed the telephone or internet voting instructions, which can be found on the enclosed proxy. If you sign and return your proxy but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the board of directors. You can revoke your authorization at any time before the shares are voted at the meeting. A quorum of stockholders is necessary to hold a valid meeting. If at least a majority of the shares of TI common stock issued and outstanding and entitled to vote are present in person or by proxy, a quorum will exist. Abstentions and broker non-votes are counted as present for purposes of establishing a quorum. Broker non-votes occur when a beneficial owner who holds company stock through a broker doe

View Full Filing

View this DEF 14A filing on SEC EDGAR