Texas Instruments Inc. | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Texas Instruments Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: 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 shareholder ability to initiate any appropriate topic for written consent.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>Texas Instruments shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for TXN shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting – yet TXN made the threshold 25% of shareholders based on all shares outstanding.</p>
<p dir=”ltr”>This proposal topic won outstanding 78% TXN shareholder support at the 2021 TXN annual meeting without any special effort by the proponent and against the headwind of opposition from TXN.</p>
<p dir=”ltr”>Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when TXN is underperforming. </p>
<p dir=”ltr”>Now could be a ripe time for this proposal since TXN stock was at $202 in 2021 and at only $160 in late 2025 despite a robust stock market. </p>
<p dir=”ltr”>There are challenging news reports regarding TXN that argue for a greater standing for TXN shareholders to engage with TXN.</p>
<p dir=”ltr”>Following its Q3 earnings report, TXN offered a fourth-quarter revenue and profit forecast that fell short of analysts’ estimates. TXN’s guidance indicated a slowing recovery in the analog chip market, as well as cautious spending from customers due to economic uncertainty and mounting trade tensions. In response, TXN’s stock experienced its largest drop in 3-months.<br><br>Reports in October 2025 indicated that TXN was planning layoffs while simultaneously hiring foreign workers on H-1B visas. <br><br>In September, China’s Ministry of Commerce launched an anti-dumping investigation targeting U.S. chipmakers, including Texas Instruments. The inquiry increased geopolitical risk for TXN and introduced new uncertainty for its business access and competitive position in the Chinese market.<br><br>Following the October financial results, some analysts raised concerns over the sustainability of TXN’s dividend. Analysts cited mounting capital expenses for new manufacturing plants and slower projected revenue growth as potential pressures on the company’s free cash flow. <br><br>In August 2025, a lawsuit was filed charging that Texas Instruments had infringed upon semiconductor technology patents. There were reports earlier in the year noting that unresolved tariff and regulatory issues were causing customer hesitancy and impacting TXN performance. </p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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Resolution Details

Company:

Texas Instruments Inc.

Year:

2024

Issue Area:

Climate Change

Focus Area:

GHG Reduction and Targets

Status:

Filed

Resolution Text

WHEREAS: The Intergovernmental Panel on Climate Change has advised that greenhouse gas (GHG) emissions must be halved by 2030 and reach net zero by 2050 in order to limit global warming to 1.5°C and every incremental increase in temperature above 1.5°C will entail increasingly severe physical, transition, and systemic risks for companies and investors alike. Up to 10% of global economic value could be lost by 2050.1

In its 10-K, Texas Instruments (“the Company”) acknowledges that climate-related physical and transition risks may disrupt its operations, thereby impacting its financial position. However, the Company lacks long-term targets in line with Science Based Targets initiative methodologies, comprehensive Scope 3 disclosure, and Scope 3 emissions reduction targets. To date, Texas Instruments only aims to reduce Scope 1 and 2 greenhouse gas emissions by 25% by 2025.

By contrast, industry peers Advanced Micro Devices, Analog Devices, Applied Materials, Lam Research, and QUALCOMM disclose their relevant Scope 3 emissions and have set or committed to set science- based targets through the Science Based Targets initiative.

Investors increasingly seek disclosure of how companies are addressing climate risks and opportunities to position their business for success in the transition to a low carbon economy. Emissions-reduction targets and climate transition plans provide investors with valuable insight. Such plans should detail the forward-looking, near-term, and quantitative actions the company will take to achieve its sustainability goals.

Investors believe Texas Instruments must take additional action to address its climate impact and mitigate risks, including adopting 1.5°C-aligned science-based targets for its full carbon footprint and developing a climate transition plan.

RESOLVED: Shareholders request that Texas Instruments issue near- and long-term science-based greenhouse gas reduction targets aligned with the Paris Agreement’s ambition of limiting global temperature rise to 1.5 ºC and summarize plans to achieve them. The targets and plan should cover the Company’s full range of operational and supply chain emissions.

SUPPORTING STATEMENT: In assessing targets, we recommend:

· Development of a transition plan that shows how the Company plans to meet its goals, taking into consideration criteria used by advisory groups such as the Science Based Targets initiative; and

· Consideration of target setting for renewable energy, supply chain engagement, and other measures deemed appropriate by management.

1 https://www.swissre.com/institute/research/topics-and-risk-dialogues/climate-and-natural-catastrophe-risk/expertise-publication-economics-of-climate-change.html

Resolution Details

Company:

Texas Instruments Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Conflict Zones, Ukraine

Status:

Challenged

Resolution Text

WHEREAS: The Royal United Services Institute (RUSI) reported that TI was one of two original manufacturers of approximately 25% of the dual-use items found in 27 Russian weapons systems used in the invasion of Ukraine, including missiles, precision munitions, and electronic warfare. RUSI noted that “US exporters of these products [had] a due-diligence obligation to make sure they were not destined for a prohibited end user, or to be used in prohibited end use.”[1]

Trade data indicates TI’s monthly average of products imported into Russia has increased by 142% since the invasion began,[2] often through intermediaries in China.[3]

The United States has imposed numerous sanctions and trade controls against Russia and state-owned businesses[4] focused on “choking off Russian imports of key technologies,” including by establishing a Disruptive Technologies Task Force[5] and sanctioning 130 entities in China, Turkey, and United Arab Emirates known to provide dual-use technologies to the Russian military.[6]

Multilateral organizations, states, and accounting bodies are passing legislation on mandatory human rights due diligence (HRDD)[7] and sustainable investment reporting in the EU[8] and calling on companies to report on human rights and conflict as material risks.[9] These advancing legal frameworks and normative standards could expose companies to legal liability for failing to address and report on Russia/Ukraine risks. Similarly, the UN Guiding Principles on Business and Human Rights (UNGPs) call on companies to conduct heightened HRDD in conflict-affected areas due to the acute nature of risks in these contexts.

The misuse of TI’s products during Russia’s ongoing war against Ukraine may result in heightened human rights and financially material risks through potential exposure to sanctioned parties in the company’s value chain, potential violations of emerging EU regulations and the UNGPs, and reputational damage associated with proximity to the commission of Russian war crimes.[10]

TI lags behind industry peers’ measures to mitigate these risks, including Qualcomm’s Human Rights Working Group, human rights impact assessments, and identification of “product misuse” as a salient risk[11] and Intel’s human rights steering committee and customer screening based on human rights risks.[12]

SUPPORTING STATEMENT

Shareholders seek information, at board and management discretion, through a report that describes TI’s:

Due diligence process to prevent access by prohibited users or for prohibited uses in conflict-affected and high-risk areas (CAHRA), including Russia;
Board’s role in overseeing the management of risks in CAHRA;
Assessment of material risks to shareholder value posed by product misuse; and
Assessment of additional policies, practices, and governance measures needed to mitigate identified risks.

[1]https://static.rusi.org/RUSI-Silicon-Lifeline-final-updated-web_1.pdf

[2] https://www.exportgenius.in

[3] https://carnegieendowment.org/2023/05/17/hong-kong-s-technology-lifeline-to-russia-pub-89775

[4]https://www.state.gov/holding-russia-and-belarus-to-account/

[5]https://subscriber.politicopro.com/article/2023/05/new-biden-task-force-unveils-crackdown-on-theft-of-restricted-tech-00097168

[6]https://home.treasury.gov/news/press-releases/jy1871

[7] https://commission.europa.eu/business-economy-euro/doing-business-eu/corporate-sustainability-due-diligence_en

[8] https://finance.ec.europa.eu/sustainable-finance/disclosures/sustainability-related-disclosure-financial-services-sector_en

[9] http://www.entegreraporlamatr.org/tr//mailing/25122020/images/Reporting-on-enterprise-value_climate-prototype_Dec20.pdf

[10] https://www.pbs.org/newshour/show/parts-made-by-u-s-companies-used-to-build-russian-cruise-missiles

[11]https://www.qualcomm.com/company/corporate-responsibility/acting-responsibly/human-rights#:~:text=We%20also%20conduct%20regular%20materiality,and%20pay%2C%20and%20product%20misuse

[12]https://www.intel.com/content/www/us/en/policy/policy-human-rights.html

Resolution Details

Company:

Texas Instruments Inc.

Year:

2023

Issue Area:

Inclusiveness

Focus Area:

Equal Employment Opportunity (EEO)

Status:

Withdrawn for Agreement

Resolution Text

BE IT RESOLVED: Shareholders request that Texas Instruments Inc (“Texas Instruments”) report to shareholders on the effectiveness of the Company’s diversity, equity, and inclusion efforts. The report should be done at reasonable expense, exclude proprietary information, and provide transparency on outcomes, using quantitative metrics, for hiring, retention, and promotion of employees, including data by gender, race, and ethnicity.

SUPPORTING STATEMENT: Quantitative data is sought so that investors can assess and compare the effectiveness of the Company’s diversity, equity, and inclusion programs.

WHEREAS: Texas Instruments has not shared sufficient quantitative hiring, retention, and promotion data to allow investors to determine the effectiveness of its human capital management programs.

Between September 2020 and September 2022, S&P 100 companies increased their release of hiring rate data by gender, race, and ethnicity by 298 percent; retention rate data by 481 percent; and promotion rate data by 300 percent.[1] Companies that release, or have committed to release, more inclusion data than Texas Instruments include Alphabet, Analog Devices, Autodesk, Cisco Systems, HP, Microsoft, NVIDIA, and Oracle.

Numerous studies have pointed to the benefits of a diverse workforce. Their findings include:

There is a positive association between diversity in management and cash flow, net profit, revenue, and return on equity.[2]
Companies in the top quartile for gender diversity are 21 percent more likely to outperform on profitability.[3]
The 20 most diverse companies had an average annual five year-stock return that was 5.8 percentage points higher than the 20 least diverse companies.[4]

Similar to how an income statement pairs with a balance sheet, hiring, promotion, and retention rate data show how well a company manages its workforce diversity. Without this data, investors are unable to assess a company’s human capital management program.

Companies should look to hire the best talent. However, Black and Latino applicants face hiring challenges. Results of a meta-analysis of 24 field experiments found that, with identical resumes, White applicants received an average of 36 percent more callbacks than Black applicants and 24 percent more callbacks than Latino applicants.[5]

Promotion rates show how well diverse talent is nurtured at a company. Unfortunately, women and employees of color experience “a broken rung” in their careers; for every 100 men who are promoted, only 86 women are. Women of color are particularly impacted, comprising 17 percent of the entry-level workforce and only four percent of executives.[6]

Retention rates show whether employees choose to remain at a company. Morgan Stanley has found that employee retention above industry average can indicate a competitive advantage and higher levels of future profitability.[7] Companies with high employee satisfaction have also been linked to annualized outperformance of over two percent.[8]

[1] https://www.asyousow.org/our-work/social-justice/workplace-equity

[2] https://www.asyousow.org/report-pages/workplace-diversity-and-financial-performance

[3] Ibid

[4] https://www.wsj.com/articles/the-business-case-for-more-diversity-11572091200

[5] https://hbr.org/2017/10/hiring-discrimination-against-black-americans-hasnt-declined-in-25-years

[6] https://wiw-report.s3.amazonaws.com/Women_in_the_Workplace_2021.pdf

[7] https://www.morganstanley.com/im/publication/insights/articles/article_culturequantframework_us.pdf

[8] https://www.institutionalinvestor.com/article/b1tx0zzdhhnf5x/Want-to-Pick-the-Best-Stocks-Pick-the-Happiest-Companies?utm_medium=email&utm_campaign=The%20Essential%20II%20100721&utm_content=The%20Essential%20II%20100721%20CID_eb103a9e15359075f72a85f7ff534c79&utm_source=CampaignMonitorEmail&utm_term=Want%20to%20Pick%20the%20Best%20Stocks%20Pick%20the%20Happiest%20Companies

Resolution Details

Company:

Texas Instruments Inc.

Year:

2023

Issue Area:

Human Rights & Worker Rights

Focus Area:

Conflict Zones, Ukraine

Status:

Vote

Vote Percentage:

23.05%

Texas Instruments Inc. Human Rights and Material Risks Related to the Russian Invasion of Ukraine – Proxy Exempt Solicitation

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Resolution Text

RESOLVED: Shareholders request that the Board of Directors commission an independent third-party report, at reasonable expense and excluding proprietary information, on Texas Instruments’ (TI) due diligence process to determine whether its customers’ use of its products or services contribute or are linked to violations of international law.

WHEREAS: The United States and EU have imposed extensive sanctions and export controls against the Russian state and its owned and affiliated businesses in response to the invasion of Ukraine.[1][2] On September 21, Vladimir Putin announced a “partial mobilization,” requiring all public and private organizations to assist in the conscription of eligible employees and provide material means to support the war effort[3];

The Royal United Services Institute (RUSI) reported that TI and Analog Devices were the original manufacturers of approximately 25% of the dual-use items found in 27 Russian weapons systems used in the invasion, including cruise and ballistic missiles, precision munitions, and electronic warfare. RUSI notes that “US exporters of these products [had] a due-diligence obligation to make sure they were not destined for a prohibited end user, or to be used in prohibited end use.”[4]

Iranian “kamikaze” drones, governed by export restrictions and used by Russia against Ukraine, contain circuit boards with TI processors.[5] Reports indicate these drones are being used against civilians and energy infrastructure, exacerbating the humanitarian crisis. [6]

The use of TI’s products during the Russian invasion of Ukraine may result in heightened human rights and financially material risks through potential violations of American and EU sanctions and export controls, the United Nations Guiding Principles (UNGP) on Business and Human Rights, and TI’s human rights policies, as well as complicity in Russia’s war crimes.[7]

Because human rights risks can be particularly acute in conflict-affected and high-risk areas (CAHRA), characterized by widespread human rights abuses and violations of national or international law, the UNGPs call for heightened due diligence. The International Finance Corporation states that companies in CAHRA “face business risks . . . much greater than those in other emerging markets,” including destruction of assets, deaths and injuries, weak state control, lack of security, and supply-chain disruptions.

To mitigate risks associated with customer conduct, companies undertake “Know Your Customer” (KYC) due diligence coupled with sanctions compliance programs.

SUPPORTING STATEMENT

Shareholders seek information, at board and management discretion, through a report describing TI’s:

Sanctions and export control compliance program to ensure dual-use items are not used by proscribed users or for proscribed uses;
Plans to address increased risks associated with Putin’s partial mobilization order;
Board of Directors’ role in overseeing the identification and management of risks associated with Russia’s invasion;
Determination if a KYC due diligence process is needed to address risks across CAHRA, or if a KYC exists, whether it is sufficient; and
Assessment of legal, regulatory, and reputational risks to shareholder value posed by the use of TI products across CAHRA.

[1] https://home.treasury.gov/news/press-releases/jy0608

[2] https://www.theguardian.com/world/2022/sep/23/russia-has-committed-war-crimes-in-ukraine-say-uninvestigators

[3] https://base.garant.ru/136945/

[4] https://static.rusi.org/RUSI-Silicon-Lifeline-final-updated-web_1.pdf

[5] https://euromaidanpress.com/2022/09/27/iranian-shahed-131-drones-have-us-made-components/

[6] https://www.nytimes.com/2022/10/18/world/europe/ukraine-russia-blackout-water.html

[7] https://www.ft.com/content/8537a252-2f2c-4058-9313-f5e7e28eb56d

Right To Act By Written Consent

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