UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 15, 2024, the Board of Directors of Texas Instruments Incorporated (“TI”) elected Reginald DesRoches to the Board of Directors of TI and to the Board’s Audit Committee effective March 1, 2024.
In connection with his service as a director, Dr. DesRoches will receive TI’s standard non-employee director cash and equity compensation as described in the Texas Instruments 2018 Director Compensation Plan, as amended. As a new director, Dr. DesRoches will receive (i) a one-time initial equity award of restricted stock units with a grant-date value of approximately $230,000, and (ii) a pro rata portion of the $110,000 annual retainer for his service through the remaining portion of the year.
The Board determined that Dr. DesRoches has no relationship that, in the opinion of the Board, would interfere with his exercise of independent judgment in carrying out his responsibilities as director. There have been no transactions involving TI or any of its subsidiaries in which Dr. DesRoches has or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.
| ITEM 7.01. | Regulation FD Disclosure. |
TI’s news release announcing Dr. DesRoches’s election is attached hereto as Exhibit 99.
| ITEM 9.01. | Exhibits. |
| Designation |
Description of Exhibit | |
| 99 | Registrant’s News Release | |
| Dated February 20, 2024 (furnished pursuant to Item 7.01) | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEXAS INSTRUMENTS INCORPORATED | ||||||
| Date: February 20, 2024 | By: | /s/ Cynthia Hoff Trochu | ||||
| Cynthia Hoff Trochu | ||||||
| Senior Vice President, Secretary and General Counsel | ||||||