Texas Instruments Incorporated (TXN) Earnings Call Transcript & Summary

Okay. Good morning, everyone. The 2025 Annual Meeting of Stockholders of Texas Instruments Inc. is hereby called order. I'm Rich Templeton, Chairman of the Board of Directors. Our meeting today will focus on business items outlined in the proxy statement. Holders of about 89% of outstanding common stock are represented at the meeting in person or by proxy. This constitutes a quorum. The polls are now open for voting. The right to vote is limited to stockholders of record and proxy holders. Please raise your hand if you need a ballot. Today's vote is on 3 company proposals, including director nominees and 1 stockholder proposal if it is properly presented. The full text of these proposals and the company's position on each matter is available in our proxy statement. The first company proposal on the ballot is a vote to elect director nominees. All nominees for election to the TI Board are with us this morning. All were elected at last year's annual meeting and their qualifications are listed in the proxy statement. Two other proposals are on the ballot, 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 2025. Also on the ballot for today's meeting is 1 stockholder proposal. The stockholder proposal on the ballot for today's meeting was submitted by John Chevedden, which will be represented by his representative, Ms. [indiscernible]. We'll have 3 minutes for remarks regarding the proposal. Please step to the microphone to begin your remarks.

Good morning. My name is [indiscernible], and I will be presenting Proposal 4, support special shareholder meeting improvement. Shareholders as the Texas Instrument Board of Directors to take steps necessary to amend the governing documents to give the owners of a combined 10% of Texas Instruments' outstanding common stock the power to call for a special shareholder meeting. To make up for the complete lack of right to act by written consent, Texas Instrument, shareholders need the right of 10% of shareholders to call for a special shareholder meeting. Hundreds of major companies provide shareholders with the right to act by written consent. Certain companies do not provide for the shareholder right to act by written consent, have more reasonable stock ownership's threshold to call for a special shareholder meeting. Southwest Airline is an example of the company that does not provide shareholder in consent and yet provides 10% of shares to call for special shareholder meetings. Calling for a special shareholder meeting is hardly ever used by shareholders, but the main point of the right to call for a special shareholder meeting is that it gives shareholders a Plan B option if the Board of Directors is not interested in good faith by shareholder engagement. With the widespread of use of online shareholder meeting, it is also much easier for the Board of Directors to conduct a special shareholder meeting and consent Texas Instruments by law. This need to be updated accordingly. Thank you.

Thank you, Ms. [indiscernible]. I will now open the floor to questions about ballot items. The polls are now closed. Votes submitted prior to the start of this meeting have already been counted. We have the preliminary results of the voting. And according to our independent inspector, all company proposals have passed, and the stockholder proposal did not pass. With that, the annual meeting is adjourned. Thank you for coming today.