UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 19, 2017
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
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DELAWARE |
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001-03761 |
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75-0289970 |
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(State or other jurisdiction of incorporation) |
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(Commission file number) |
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(I.R.S. employer identification no.) |
12500 TI BOULEVARD
DALLAS, TEXAS 75243
(Address of principal executive offices)
Registrant’s telephone number, including area code: (214) 479-3773
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 19, 2017, the Registrant’s Board of Directors elected Mr. Todd M. Bluedorn to the Board of Directors of the Registrant and to the Board’s Audit Committee effective March 1, 2017. Mr. Bluedorn will be compensated as described under the heading “Director Compensation” in the Registrant’s proxy statement for its 2016 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on March 9, 2016.
The Board determined that Mr. Bluedorn 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 the Registrant or any of its subsidiaries in which Mr. Bluedorn 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.
The Registrant’s news release announcing Mr. Bluedorn’s election is attached hereto as Exhibit 99.
ITEM 9.01. Exhibits
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Designation |
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Description of Exhibit |
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99 |
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Registrant’s News Release |
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Dated January 19, 2017 (furnished pursuant to Item 7.01) |
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.
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TEXAS INSTRUMENTS INCORPORATED
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Date: January 19, 2017 |
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By: |
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/s/ Cynthia Hoff Trochu |
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Cynthia Hoff Trochu |
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Senior Vice President, |
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Secretary and General Counsel |
Todd Bluedorn to join TI board of directors
DALLAS (Jan. 19, 2017) – Texas Instruments Incorporated (TI) (NASDAQ: TXN) today announced that Todd M. Bluedorn has been elected to TI's board of directors, effective March 1. Mr. Bluedorn is chairman of the board and chief executive officer of Lennox International Inc., a global provider of climate control technology for the heating, air conditioning and refrigeration markets.
"We are extremely pleased to welcome Todd to our board," said Rich Templeton, TI's chairman, president and CEO. "His experience in leading complex, multi-billion-dollar organizations with operations around the world will add important insight to our board. Equally important, his commitment to innovation and integrity at Lennox aligns well with our own corporate values at TI."
Before joining Lennox, Mr. Bluedorn, 53, held a number of senior management positions at United Technologies Corporation, including president of three different businesses. Mr. Bluedorn earned a master’s in business administration from Harvard University and a bachelor’s of science in electrical engineering from The U.S. Military Academy at West Point, after which he served in the United States Army as a combat engineer officer and Army Ranger.
Mr. Bluedorn also is a director on the boards of Lennox and Eaton Corporation, and is a trustee of Washington University in St. Louis.
"Todd brings strong leadership credentials to the TI board, along with operational expertise in businesses that depend on constant innovation. His insights will be valuable both to the board and management, and we look forward to Todd joining us," said Wayne Sanders, chairman of the board's governance and stockholder relations committee.
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About Texas Instruments
Texas Instruments Incorporated (TI) is a global semiconductor design and manufacturing company that develops analog ICs and embedded processors. By employing the world’s brightest minds, TI creates innovations that shape the future of technology. TI is helping more than 100,000 customers transform the future, today. Learn more at www.ti.com.
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