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DEFA14A Filing
Texas Instruments (TXN) DEFA14AAdditional proxy soliciting materials
Filed: 9 Mar 21, 11:33am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☐ | Definitive Proxy Statement | |
☒ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to § 240.14a-12 |
Texas Instruments Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which the transaction applies:
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(2) | Aggregate number of securities to which the transaction applies:
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(3) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) | Proposed maximum aggregate value of the transaction:
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(5) | Total fee paid: | |||
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☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid:
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(2) | Form, Schedule or Registration Statement No.:
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(3) | Filing Party:
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(4) | Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 22, 2021.
TEXAS INSTRUMENTS INCORPORATED | ||
ATTN: RICK LOGSDON
P.O. Box 655474
MS 3999
DALLAS, TX 75265-5474
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Meeting Information
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Meeting Type: Annual Meeting | ||||||
For holders as of: February 22, 2021 | ||||||
Date: April 22, 2021 Time: 8:30 a.m. | ||||||
Location: www.virtualshareholdermeeting.com/TXN2021 | ||||||
See page 4 of the Proxy Statement (available at www.proxyvote.com) for instructions on how to attend the meeting.
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You are receiving this communication because you hold shares in the company named above. | ||||||
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). | ||||||
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: | ||||||||
1. 2021 Notice and Proxy Statement 2. 2020 annual report | ||||||||
How to View Online: | ||||||||
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
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How to Request and Receive a PAPER or EMAIL Copy: | ||||||||
If you want to receive a paper or email copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
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1) BY INTERNET: www.proxyvote.com
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2) BY TELEPHONE: 1-800-579-1639
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3) BY EMAIL*: sendmaterial@proxyvote.com | ||||||||
* If requesting materials by email, please send a blank email with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. | ||||||||
Requests, instructions and other inquiries sent to this email address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 8, 2021 to facilitate timely delivery.
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— How To Vote — Please Choose One of the Following Voting Methods | ||||||||
Vote By Internet:
Before the meeting:
To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) and follow the instructions. For registered shares, you may vote by Internet up until 11:59 p.m. Eastern time on April 21, 2021. For shares allocable to a benefit plan account, voting instructions must be received no later than 11:59 p.m. Eastern time on April 19, 2021. | ||||||||
During the meeting:
Go to www.virtualshareholdermeeting.com/TXN2021. Have the information that is printed in the box marked by the arrow (located on the following page) and follow the instructions. | ||||||||
Vote By Mail: You can vote by mail by requesting a paper copy of the materials (as indicated above), which will include a proxy card.
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Voting Items
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The board of directors recommends you vote FOR each of the nominees for director and FOR Proposals 2 and 3.
1. | Election of Directors |
Nominees:
1a. | Mark A. Blinn |
1b. | Todd M. Bluedorn |
1c. | Janet F. Clark |
1d. | Carrie S. Cox |
1e. | Martin S. Craighead |
1f. | Jean M. Hobby |
1g. | Michael D. Hsu |
1h. | Ronald Kirk |
1i. | Pamela H. Patsley |
1j. | Robert E. Sanchez |
1k. | Richard K. Templeton |
2. | Board proposal regarding advisory approval of the Company’s executive compensation. |
3. | Board proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020. |
The board of directors recommends you vote AGAINST Proposal 4.
4. | Stockholder proposal to permit shareholder action by written consent. |
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.