Texas Instruments (TXN) Proxy Filing summary

Voting matters and shareholder proposals

• Election of 12 directors is proposed, with all nominees recommended by the board for approval.

• Advisory approval of executive compensation is up for a shareholder vote, with board support.

• Ratification of Ernst & Young LLP as independent auditor for 2026 is recommended by the board.

• A shareholder proposal to permit action by written consent is presented, with the board recommending a vote against.

Board of directors and corporate governance

• The slate includes 12 director nominees, reflecting a mix of backgrounds and expertise.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included, allowing shareholders to express approval or disapproval.