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 18, 2013
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
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(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))
|
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders held on April 18, 2013, the stockholders elected TI’s Board of Directors and voted upon two Board proposals contained within our Proxy Statement dated March 5, 2012.
The Board nominees were elected with the following vote:
|
Nominee
|
For
|
Against
|
Abstentions
|
Broker
Non-Votes
|
|
Ralph W. Babb, Jr.
|
874,071,967
|
11,995,787
|
5,352,476
|
95,086,912
|
|
Mark A. Blinn
|
882,932,441
|
3,070,824
|
5,416,965
|
95,086,912
|
|
Daniel A. Carp
|
878,329,318
|
7,806,606
|
5,284,306
|
95,086,912
|
|
Carrie S. Cox
|
861,581,426
|
24,470,378
|
5,368,426
|
95,086,912
|
|
Pamela H. Patsley
|
866,071,955
|
20,006,896
|
5,341,379
|
95,086,912
|
|
Robert E. Sanchez
|
873,891,072
|
12,108,616
|
5,421,042
|
95,086,912
|
|
Wayne R. Sanders
|
858,073,265
|
28,005,275
|
5,341,690
|
95,086,912
|
|
Ruth J. Simmons
|
857,819,310
|
28,269,228
|
5,331,692
|
95,086,912
|
|
Richard K. Templeton
|
863,298,353
|
19,466,305
|
8,655,572
|
95,086,912
|
|
Christine Todd Whitman
|
877,861,934
|
8,326,766
|
5,231,530
|
95,086,912
|
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
|
843,730,241
|
39,933,782
|
7,756,207
|
95,086,912
|
|
Proposal
|
For
|
Against
|
Abstentions
|
|
Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2013
|
954,767,834
|
26,197,364
|
5,541,944
|
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 22, 2013
|
|
By:
|
|
/s/ JOSEPH F. HUBACH
|
|
|
|
Joseph F. Hubach
|
||
|
|
|
Senior Vice President, Secretary and General Counsel
|
||