Texas Instruments Incorporated (TXN) Earnings Call Transcript & Summary

Good morning, everyone. If we can have your attention, I'll turn it over to our Chairman, Richard Templeton.

Good morning. The 2024 Annual Meeting of Stockholders of Texas Instruments Inc. is hereby called to order. I'm Rich Templeton, Chairman of the Board of Directors. Cynthia Trochu, Secretary of the company, will act as Secretary of this meeting. Our meeting today will focus solely on business items outlined in the proxy statement. The Board of Directors has appointed an independent inspector to conduct the vote at this meeting. Cynthia has advised me that holders of about 90% of the outstanding common stock are represented at the meeting in person or by proxy. This constitutes a quorum. Our purpose at this meeting today is to vote on 4 company proposals, including director nominees and 2 stockholder proposals, if they are properly presented. The full text of these proposals and the company's position on each matter is available in our proxy statement. All nominees for election to the TI Board are with us this morning. At this time, I'm pleased to introduce the nominees for election to the TI Board. As I introduce the director nominees, I ask that they please stand, face the audience, remain standing. In addition to myself, those nominees are Mark Blinn, Todd Bluedorn, Janet Clark, Carrie Cox, Martin Craighead, Reginald DesRoches, Curt Farmer, Jean Hobby, Haviv Ilan, Ron Kirk, Pam Patsley and Robert Sanchez. All except for Mr. DesRoches were elected at last year's annual meeting. Thank you, directors. You may be seated. Each of these nominees and their qualifications are listed in the proxy statement. TI's bylaws require advance notice of proposed director nominations. Since no notice of other nominations has been submitted in accordance with the bylaws, the nominations are closed. The polls are open for voting. The right to vote directly at this meeting is limited to stockholders of record and proxy holders. Stockholders of record and proxy holders who have not already submitted their votes or who wish to change a previously submitted vote may do so now. Please raise your hand if you need a ballot. Please remember that if you have already voted, it is not necessary to vote again. After voting, please return the ballots to the administrator in the aisle. We have a hand raised. The ballot for today's meeting are 4 company proposals: a vote to elect Director nominees, a vote to approve the Texas Instruments 2024 long-term incentive plan, an advisory vote on named executive officer compensation and a vote to ratify appointment of Ernst & Young as the company's independent registered public accounting firm for 2024. Also for today's meeting are 2 stockholder proposals. The first stockholder proposal on the ballot for today's meeting was submitted by John Chevedden. Mr. Chevedden is not with us today, so there will be no presentation of the stockholder proposal, and no vote will be taken on the proposal.

Mr. Chairman, we do have a representative for Mr. Chevedden.

Ms. Williams. Thank you. Sorry about that. You will have 3 minutes for remarks regarding the proposal. Please step up to the microphone and begin your remarks.

Good morning. This is Proposal 5, special shareholder meeting improvement sponsored by John Chevedden. Shareholders ask the Texas Instrument Board of Directors to take the necessary steps to give the owners of a combined 15% of the outstanding common stock the power to call a special shareholder meeting. Texas Instrument shareholders gave 47% support to this proposal topic in 2022 when it called for the lower 10% of shares to have the right to call for a special shareholder meeting. This 45% support likely represented 51% support from the Texas Instruments shares that have access to independent proxy voting advice and are not forced to rely on the negative view of the Board of Directors. It is important to remember that it took much more Texas Instrument shareholder conviction to vote for the 2022 special shareholder meeting improvement proposal and thereby reject the negative recommendation of the Board of Directors then to simply follow the negative Board of Directors' recommendation. A reasonable right to call a special shareholder meeting is an important step for effective shareholder engagement with management because shareholders have a Plan B option of calling for a special shareholder meeting if management resists shareholder engagement. With the widespread use of online shareholder meetings, it is much easier for management to conduct a special shareholder meeting and our bylaws thus need to be updated accordingly. Please vote yes for special shareholder meeting improvement Proposal 5. Thank you.

Thank you, Ms. Williams. Also on the ballot today for today's meeting is a stockholder proposal submitted by Friends Fiduciary Corporation, which will be presented by their representative. Richard Kent will have 3 minutes for remarks regarding the proposal. Richard, please step up to the microphone to begin your remarks.

Thank you. Good morning, fellow shareholders and members of the Board. My name is Richard Kent, I'm Chief Investment Officer of Friends Fiduciary Corporation, a Quaker faith-based socially responsible firm and a long-term shareholder of Texas Instrument common stock. I hereby move the shareholder proposal asking Texas Instruments Board of Directors to commission an independent third-party report on the company's due diligence process to determine whether customers misuse of products expose the company to human rights and other material risks. Russia's ongoing invasion and occupation of Ukraine has been characterized by war crimes carried out by the Russian military, including the targeting of civilians and civilian infrastructure. The United States government has deployed an unprecedented number of sanctions against the Russian state and its affiliated companies, released a business advisory on the severe risks posed to companies doing business in and with Russia and is tightening export controls related to microelectronics. Reporting has found that Texas Instruments products, including recently manufactured dual-use semiconductors have been some of the most widely discovered components in 27 Russian offensive weapon systems, including cruise and ballistic missiles, tanks, precision munitions and electronic warfare, and they continue to be found in Russian weapons uncovered in Ukraine. TI's products represent 13% of all foreign components recovered on the battlefield in Ukraine, second most of all, foreign manufacturers. Investors are increasingly alarmed by the human rights and financial material risks associated by the company's proximity to war crimes perpetrated by Russia's military. The company states it's complying with all current sanctions, but this is the bare minimum required and in the face of Russian aggression. If nonprofit organizations can trace the use of the company's products from point of manufacturer to point of prohibited end use, we expect Texas Instruments can do more to address this challenging issue. We understand the very real challenges facing the company in terms of volume of chips on the markets, counterfeiting and legacy chips, we are not requesting 100% traceability or diversion prevention. Yet peers in the semiconductor and broader tech field have agreed to take necessary steps to address the risks raised by this proposal. As long-term shareowners, we are asking the company to commission a third-party report to better assess the escalating legal, regulatory and reputational risk by conducting heightened human rights and know-your-customer due diligence processes in Russia and Ukraine and across conflict-affected and high-risk areas to assess if products are misused in violation of international law. We therefore urge the shareholders to vote for its passage. Thank you.

Thank you, Mr. Kent. I will now open the floor to questions about the ballot items. As a courtesy to all present or listening via the webcast, please limit your questions to a total of 3 minutes with one topic for question. Please raise your hand if you would like to ask a question. Please come to the microphone, state your name and briefly state your question. Upfront here to the -- to your left.

My name is Wilson Tatum. I had an interesting experience coming to this meeting. My question is, at the end of the meeting as a shareholder, will I know the preliminary results of what we voted. I really would like to know that. As a shareholder, I also would like to express concern about Golden Parachutes, private jets, I guess, owned by the company, extremely large amounts of executive compensation. In our company, we have over half of our employees living on less than $79,577. We have our CEO, getting from what's published in this paper, $59,250-something a day. So in 2 days, one person is making as much as half of our employees, it just seems that it's not fair and just. I have owned other companies, and I'm looking at Board members that I've been to shareholder meetings at your company, and I've expressed concerns about the concentration of wealth that's going on in our nation in the hands of a very few. And the shareholders are looking to the Board to address these issues and these concerns. So I appreciate that. And my question is, are we going to know the results? And are the concerns over and I appreciate the other 2 things as well. That's really a concern. So...

Let's go ahead and clarify.

Yes. You're good. Thank you, Mr. Tatum. We will provide preliminary results at the end of this meeting, and then the full and final results will be presented when we file our 8-K within the normal time.

[indiscernible] last year, so thank you for doing that this year.

Sure. With respect to your other comment and question, that is covered fully in our proxy statement. And so we encourage everybody to take a look at the full description of executive pay and all the factors that go into it and take a look at that within our proxy. Thank you.

Since it appears we have no additional questions related to the business of the meeting, and it appears that we have no more votes coming in, since everyone has had the opportunity to vote, the polls are now closed. I will note that the votes of our 401(k) participants and the votes submitted prior to the start of this meeting, either by mail, phone or Internet have already been counted. We have the preliminary results of the voting. And according to all independent inspector, all company proposals have passed and the stockholder proposal did not pass. We will report the final voting results in an 8-K filing with the SEC within the ordinary course. With that, the Annual Meeting is adjourned. Thank you very much for coming today.