Research Reports

Summary

At its April 16, 2026 annual meeting, Texas Instruments Incorporated stockholders elected all 12 director nominees and voted on five proposals, including advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, and a stockholder proposal to permit action by written consent.

Key takeaways

All 12 director nominees were elected; Reginald DesRoches and Curtis Farmer received the highest 'For' votes (749.36M and 749.52M shares, respectively), indicating strong board support.

Advisory vote on executive compensation passed with 629.95M 'For' votes but faced notable opposition (127.45M 'Against'), reflecting meaningful shareholder concern about pay practices.

Ratification of Ernst & Young LLP as independent auditor passed decisively (757.84M 'For'), with no broker non-votes reported for this proposal.

Stockholder proposal to permit action by written consent failed, receiving 338.65M 'For' votes versus 417.88M 'Against', preserving current governance restrictions on shareholder initiative.

Full analysis

The annual meeting results reflect broad shareholder support for the incumbent board, with all 12 nominees elected and the top two vote-getters—DesRoches and Farmer—receiving over 749 million 'For' votes each. The advisory vote on executive compensation passed but drew significant opposition (16.8% against), suggesting continued scrutiny of pay alignment and performance metrics. Ratification of Ernst & Young LLP proceeded without broker non-vote complications, reinforcing auditor continuity. In contrast, the stockholder proposal on written consent failed decisively, with 'Against' votes exceeding 'For' by nearly 79 million shares—indicating that a majority of voting shareholders oppose lowering the threshold for shareholder-led actions. While governance proposals often face headwinds at technology firms with classified boards and strong management influence, the outcome preserves Texas Instruments’ current procedural constraints on shareholder initiatives.