Texas Instruments (TXN) Proxy Filing summary

Executive summary

• The annual meeting will be held on April 16, 2026, to elect directors, approve executive compensation, ratify the auditor, and consider a shareholder proposal.

• Shareholders of record as of February 23, 2026, are eligible to vote in person or by proxy.

• The board consists of 12 directors, 11 of whom are independent, with diverse backgrounds and expertise.

• The company emphasizes long-term strategic growth, strong governance, and alignment of executive compensation with performance.

Voting matters and shareholder proposals

• Shareholders will vote on director elections, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, and a shareholder proposal to permit action by written consent.

• The board recommends voting for all director nominees, for executive compensation and auditor ratification, and against the written consent proposal.

• The shareholder proposal argues for easier shareholder action, citing governance and performance concerns; the board opposes, citing robust existing rights and engagement.

Board of directors and corporate governance

• Director nominees are evaluated for leadership, financial acumen, diversity, and relevant industry experience.

• The board uses a governance and stockholder relations committee (GSR) for nominations and governance oversight.

• Directors are subject to a mandatory retirement policy at age 75 and encouraged to attend annual meetings.

• The board combines the roles of chairman and CEO, with a lead director to ensure independent oversight.