What happened to the Texas Instruments (TXN) proposal on stockholder action by written consent?

The stockholder proposal to permit Texas Instruments stockholders to act by written consent was not approved. It received 338,654,128 votes for, 417,882,720 votes against, 2,156,261 abstentions, and 63,949,850 broker non-votes.

Texas Instruments (NASDAQ: TXN) investors approve board, auditor but reject written-consent plan

Q: Did Texas Instruments (TXN) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 757,840,159 votes for, 55,300,273 against, and 9,502,527 abstentions, and no broker non-votes recorded.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Texas Instruments Incorporated reported voting results from its April 16, 2026 annual stockholder meeting. Stockholders elected all board nominees, each receiving well over 600 million votes in favor, with sizable broker non-votes recorded.

Stockholders gave advisory approval to the company’s executive compensation, with 629,949,018 votes for and 127,448,980 against. They also ratified Ernst & Young LLP as independent registered public accounting firm for 2026, with 757,840,159 votes for. A stockholder proposal to permit action by written consent was not approved, receiving 338,654,128 votes for and 417,882,720 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 629,949,018 votes Say-on-pay votes against: 127,448,980 votes Auditor ratification votes for: 757,840,159 votes +5 more

8 metrics

Say-on-pay votes for 629,949,018 votes Advisory approval of executive compensation

Say-on-pay votes against 127,448,980 votes Advisory approval of executive compensation

Auditor ratification votes for 757,840,159 votes Ratification of Ernst & Young LLP for 2026

Auditor ratification votes against 55,300,273 votes Ratification of Ernst & Young LLP for 2026

Written consent proposal votes for 338,654,128 votes Stockholder proposal to permit action by written consent

Written consent proposal votes against 417,882,720 votes Stockholder proposal to permit action by written consent

Example director support 749,358,308 votes for Election of director Reginald DesRoches

Broker non-votes on elections 63,949,850 votes Director election items

Key Terms

broker non-votes, advisory approval, independent registered public accounting firm, stockholders to act by written consent, +1 more

5 terms

broker non-votes financial

"Abstentions | Broker Non-Votes Mark Blinn | 719,055,390 | 38,935,565 | 702,154 | 63,949,850"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory approval financial

"Board proposal regarding advisory approval of the company’s executive compensation"

independent registered public accounting firm financial

"to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company ITEM 5.07."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/17/2026 - 05:03 PM

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 16, 2026

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 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders held on April 16, 2026, the stockholders elected the Board of Directors of Texas Instruments Incorporated and voted upon the proposals contained within the company’s proxy statement dated March 4, 2026.

The Board nominees were elected with the following vote:


Nominee	For	Against	Abstentions	Broker Non-Votes
Mark Blinn	719,055,390	38,935,565	702,154	63,949,850
Todd Bluedorn	667,034,068	90,641,062	1,017,979	63,949,850
Janet Clark	739,381,088	18,621,946	690,075	63,949,850
Carrie Cox	661,982,801	96,008,493	701,815	63,949,850
Martin Craighead	721,398,800	36,115,334	1,178,975	63,949,850
Reginald DesRoches	749,358,308	8,582,809	750,031	63,949,850
Curtis Farmer	749,524,714	8,422,778	745,617	63,949,850
Jean Hobby	735,479,576	22,092,614	1,121,369	63,949,850
Haviv Ilan	726,394,700	31,335,409	963,000	63,949,850
Ronald Kirk	734,441,545	23,556,407	695,157	63,949,850
Pamela Patsley	716,022,896	41,948,430	721,783	63,949,850
Robert Sanchez	738,859,254	18,623,969	1,209,886	63,949,850

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	629,949,018	127,448,980	1,295,111	63,949,850

Proposal	For	Against	Abstentions	Broker Non-Votes
Board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026	757,840,159	55,300,273	9,502,527	—

Proposal	For	Against	Abstentions	Broker Non-Votes
Stockholder proposal to permit stockholders to act by written consent	338,654,128	417,882,720	2,156,261	63,949,850

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 17, 2026	By:	/s/ Katie Kane
		Katie Kane
		Senior Vice President, Secretary and
		General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Texas Instruments (TXN) shareholders decide at the 2026 annual meeting?

Shareholders elected all director nominees and approved the advisory vote on executive compensation. They also ratified Ernst & Young LLP as independent auditor for 2026 but voted against a stockholder proposal to allow action by written consent.

Was Texas Instruments (TXN) executive compensation approved by shareholders?

Yes. Shareholders gave advisory approval to Texas Instruments’ executive compensation, with 629,949,018 votes in favor and 127,448,980 against. There were 1,295,111 abstentions and 63,949,850 broker non-votes on this say-on-pay proposal.

Did Texas Instruments (TXN) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 757,840,159 votes for, 55,300,273 against, and 9,502,527 abstentions, and no broker non-votes recorded.

How strong was support for Texas Instruments (TXN) director nominees in 2026?

All director nominees received strong support, each with hundreds of millions of votes in favor. For example, Reginald DesRoches received 749,358,308 votes for and 8,582,809 against, alongside 750,031 abstentions and 63,949,850 broker non-votes.

Filing Exhibits & Attachments

3 documents