8-K

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): December 2, 2021

TEXAS INSTRUMENTS INCORPORATED

(Exact name of registrant as specified in charter)

DELAWARE	001-03761	75-0289970
(State or other jurisdiction of incorporation)	(Commission file number)	(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00	TXN	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 2, 2021, the Company’s Board of Directors elected Haviv Ilan to the Board of Directors of the Company, effective immediately. Mr. Ilan will continue to serve as the Company’s chief operating officer.

There have been no transactions involving the Company or any of its subsidiaries in which Mr. Ilan has or will have a direct or indirect material interest that is required to be disclosed by Item 404(a) of Regulation S-K.

ITEM 7.01. Regulation FD Disclosure.

The Company’s news release announcing Mr. Ilan’s election is attached hereto as Exhibit 99.

ITEM 9.01. Exhibits.

Designation of Exhibit in this Report	Description of Exhibit
99	Registrant’s News Release Dated December 6, 2021 (furnished pursuant to Item 7.01)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 7, 2021	By:	/s/ Cynthia Hoff Trochu
		Cynthia Hoff Trochu
		Senior Vice President, Secretary and General Counsel

EX-99

Exhibit 99

Haviv Ilan joins TI board of directors

DALLAS, Dec. 6, 2021 /PRNewswire/ — Texas Instruments Incorporated (TI) (Nasdaq: TXN) today announced that Haviv Ilan has been named to its board of directors. Mr. Ilan is executive vice president and chief operating officer (COO) of TI.

“Haviv will be a valuable addition to our board,” said Rich Templeton, TI’s chairman, president and CEO. “He brings strong business and financial acumen, a strategic mindset and sound judgement.”

Ilan, 53, joined TI in 1999 and as COO is responsible for leading TI’s businesses, sales, manufacturing and information technology organizations. Ilan was named executive vice president and COO in 2020. He earned a master’s degree in electrical engineering from Tel Aviv University and a master’s degree in business administration from the Kellogg-Recanati International Executive MBA Program.

“Having led large global organizations at TI, Haviv’s experience combines business, technical and market expertise. I look forward to having his leadership and perspective on our board,” said Ron Kirk, chairman of the board’s governance and stockholder relations committee.

About Texas Instruments

Texas Instruments Incorporated (Nasdaq: TXN) is a global semiconductor company that designs, manufactures, tests and sells analog and embedded processing chips for markets such as industrial, automotive, personal electronics, communications equipment and enterprise systems. Our passion to create a better world by making electronics more affordable through semiconductors is alive today, as each generation of innovation builds upon the last to make our technology smaller, more efficient, more reliable and more affordable – making it possible for semiconductors to go into electronics everywhere. We think of this as Engineering Progress. It’s what we do and have been doing for decades. Learn more at TI.com.

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Document and Entity Information	Dec. 02, 2021
Cover [Abstract]
Entity Registrant Name	TEXAS INSTRUMENTS INC
Entity Incorporation State Country Code	DE
Entity Address, State or Province	TX
Amendment Flag	false
Entity Central Index Key	0000097476
Document Type	8-K
Document Period End Date	Dec. 02, 2021
Entity File Number	001-03761
Entity Tax Identification Number	75-0289970
Entity Address, Address Line One	12500 TI BOULEVARD
Entity Address, City or Town	DALLAS
Entity Address, Postal Zip Code	75243
City Area Code	(214)
Local Phone Number	479-3773
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.00
Trading Symbol	TXN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false