Texas Instruments Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of twelve director nominees to hold office until the next annual meeting.

2. 2

   Advisory approval of the company’s executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the named executive officers, as disclosed in the proxy statement.

   More detail

   The management proposal asks shareholders to provide a non-binding advisory endorsement of the company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the detailed compensation tables and narrative. Management seeks shareholder approval to validate its compensation decisions for named executive officers for 2025, signaling that their pay practices align with shareholder interests. Context includes the company’s emphasis on pay-for-performance, a mix of variable cash and equity, and a Compensation Committee that uses market comparators and judgment rather than fixed formulas. Notable governance context: this is an annual advisory vote (say-on-pay) and is non-binding but considered by the Compensation Committee when setting future pay. The board recommends a FOR vote, justifying that the programs serve shareholder interests, citing results such as revenue growth, operating margin, strategic progress, and balanced executive incentives. Risks include TSR underperformance relative to peers in the one-year measure, but the committee weighed strategic progress and other metrics in its decision. The rationale is that continued shareholder approval supports management’s compensation approach and informs future adjustments; a negative vote would prompt engagement and potential changes.

3. 3

   Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.

4. 4

   Stockholder proposal to permit stockholders to act by written consent

   Shareholder — John CheveddenBoard: AGAINST

   A proponent requests that the board take steps to permit shareholder action by written consent by the minimum number of votes required to act at a meeting, without ownership-duration restrictions.

   More detail

   The shareholder proposal, submitted by John Chevedden, requests the board to enable shareholders to act by written consent with the minimum number of votes that would be required to authorize an action at a meeting with all shareholders present and voting. The proponent argues that this right would give shareholders a stronger mechanism to take action between meetings, especially given perceived barriers to calling special meetings (the company's 25% threshold versus 10% under Delaware law) and recent company performance and governance controversies. Chevedden cites prior strong support for this concept in 2021 and highlights operational and geopolitical challenges (e.g., guidance misses, layoffs, anti-dumping investigations, H-1B hiring reports, patent litigation) to argue urgency. Management and the board oppose the proposal, arguing meetings provide a more transparent and inclusive process, that substantial stockholder outreach showed preference for special meetings with a 25% threshold, and that other governance mechanisms (proxy access, annual elections, majority voting) provide appropriate channels. The board recommends voting against the proposal, emphasizing the benefits of formal meetings for disclosure, participation and deliberation.

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When is the Texas Instruments Inc 2026 annual meeting?

Texas Instruments Inc (TXN) holds its 2026 annual shareholder meeting on Thursday, April 16, 2026.

What is the record date for the Texas Instruments Inc 2026 meeting?

The record date for the Texas Instruments Inc 2026 meeting is Monday, February 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Texas Instruments Inc's 2026 meeting?

The board is presenting 12 director nominees at the Texas Instruments Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Texas Instruments Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Texas Instruments Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.