Texas Instruments Incorporated ($TXN)

Good morning. The 2026 Annual Meeting of Stockholders of Texas Instruments Inc. is hereby call to order. I'm Haviv Ilan, Chairman of the Board of Directors. Our meeting today will focus on business items outlined in our proxy statement. Holders of greater than 85% of the outstanding common stock are represented at the meeting in person or by proxy. We have 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 the vote to elect Director nominees. All nominees for election to the TI Board are with us today this morning. All were elected at last year's annual meeting and their qualifications are listed in the proxy statement. 2 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 2026. Also on the ballot for today's meeting is 1 stockholder proposal. The stockholder proposal is on the ballot for today's meeting was submitted by John Chevedden and will be presented by his representative. Mr. Chevedden's representative will have 3 minutes for remarks regarding the proposal. Please step up to the microphone to begin your remarks.

Good morning. Proposal 4, shareholder right to act by written consent sponsored by John Chevedden. Shareholders request that the Board of Directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting without any discrimination or restriction based on length of stock ownership. This includes shareholders' ability to initiate any appropriate topic for written consent. This proposal topic won an outstanding 78% Texas Instruments shareholder support at the 2021 Texas Instruments Annual Meeting without any special effort by the proponent. According to State Law, Texas Instruments shareholders can have the right to act by written consent and the right to call for a special shareholder meeting. Both rights allow shareholders to take action between annual meetings. [indiscernible] on Texas Instruments were suggesting that its shareholders limit themselves to 1 shareholder right when Texas Instruments shareholders are entitled to 2 shareholder rights under State Law. It is especially important for Texas Instruments shareholders to have the right to act by written consent because Texas Instruments' shareholders have only an unattainable right to call for a special shareholder meeting. Texas Instruments requires the backing of 25% of all shares outstanding to call for a special shareholder meeting. The reason that the 25% figure is too high is that more than 100 companies have had an opportunity to give 1 example of a special shareholder meeting ever taking place at any company whatsoever that required 25% of shares to call for a special shareholder meeting. Not 1 of these 100 companies has ever cited even 1 example of the special shareholder meeting actually taking place where the requirement was 25% of shares. Companies such as Texas Instruments, like the 25% figure because they know the 25% figure is a safe figure and a special shareholder meeting will never take place. Please vote for a shareholder right to act by written consent, Proposal 4 because Texas Instruments shareholders do not have an attainable right to call for a special shareholder meeting. Thank you.

Thank you. I will now open the floor to questions about the ballot items. The polls are now closed. Votes submitted prior to the start of the 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.