Texas Instruments Files 8-K on Director Changes and Shareholder Votes

TL;DR

TI filed an 8-K: director shuffle and shareholder votes on tap.

AI Summary

Texas Instruments Incorporated filed an 8-K on April 26, 2024, reporting on the departure of a director, election of a new director, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders, with the earliest event reported on April 25, 2024.

Why It Matters

This filing provides transparency into corporate governance changes and important shareholder decisions at Texas Instruments, which can influence investor confidence and stock performance.

Risk Assessment

Risk Level: low — The filing is routine corporate governance and procedural, with no immediate financial or operational risks indicated.

Key Numbers

• 001-03761 — SEC File Number (Identifies the company's filings with the SEC.)
• 75-0289970 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Texas Instruments Incorporated (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Dallas, Texas (location) — Principal executive offices

FAQ

From the Filing

0000097476-24-000024.txt : 20240426 0000097476-24-000024.hdr.sgml : 20240426 20240426161821 ACCESSION NUMBER: 0000097476-24-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20240425 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20240426 DATE AS OF CHANGE: 20240426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS INSTRUMENTS INC CENTRAL INDEX KEY: 0000097476 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 750289970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03761 FILM NUMBER: 24884049 BUSINESS ADDRESS: STREET 1: P.O. BOX 660199 CITY: DALLAS STATE: TX ZIP: 75266 BUSINESS PHONE: 9729953773 MAIL ADDRESS: STREET 1: 12500 TI BLVD STREET 2: PO BOX 660199 CITY: DALLAS STATE: TX ZIP: 75266 8-K 1 txn-20240425.htm 8-K txn-20240425 FALSE 0000097476 0000097476 2024-04-25 2024-04-25 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, 2024 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 25, 2024, at the annual meeting of stockholders of Texas Instruments Incorporated (the “Company”), stockholders of the Company approved the Texas Instruments 2024 Long-Term Incentive Plan (the “2024 Plan”), which had previously been approved by the Board of Directors of the Company, subject to stockholder approval. A description of the 2024 Plan contained under the caption “Proposal to approve the Texas Instruments 2024 Long-Term Incentive Plan” in the Company’s Proxy Statement dated March 12, 2024, is incorporated herein by ref