TEXAS INSTRUMENTS INC 8-K

What Happened
Texas Instruments Incorporated (TXN) filed an 8‑K reporting the results of its annual meeting held on April 16, 2026. All board nominees listed in the company’s March 4, 2026 proxy statement were elected. Shareholders also voted on advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor for 2026, and a stockholder proposal to permit written consent.

Key Details

• Annual meeting date: April 16, 2026; proxy statement dated March 4, 2026. Broker non‑votes reported: 63,949,850 on certain proposals.
• Board elections: All nominees were elected. Examples of vote totals: Curtis Farmer — 749,524,714 For / 8,422,778 Against; Reginald DesRoches — 749,358,308 For / 8,582,809 Against; Todd Bluedorn — 667,034,068 For / 90,641,062 Against.
• Advisory vote on executive compensation (say‑on‑pay): 629,949,018 For, 127,448,980 Against, 1,295,111 Abstentions (proposal approved on an advisory basis).
• Auditor ratification: Ernst & Young LLP ratified as independent auditor for 2026 — 757,840,159 For, 55,300,273 Against, 9,502,527 Abstentions.
• Stockholder proposal to permit written consent was not approved: 338,654,128 For, 417,882,720 Against, 2,156,261 Abstentions.

Why It Matters
These results confirm board continuity and management’s governance agenda for 2026. The advisory approval of executive compensation and ratification of EY as auditor remove near‑term uncertainty on pay policy oversight and the external audit relationship. The rejection of the written‑consent proposal means the company’s current shareholder action process remains unchanged, which is relevant to investors focused on shareholder rights and corporate governance.