TEXAS INSTRUMENT INC (TXN)
Sector: Information Technology
2026 Annual Meeting Analysis
TEXAS INSTRUMENT INC · Meeting: April 16, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Independent director with relevant manufacturing and financial expertise; no overboarding, attendance, or TSR trigger issues — TXN's 3-year return trails the peer median by only 2.9 percentage points, well below the 35-point threshold required to trigger a negative vote.
Independent director with strong manufacturing and operations background; no overboarding, attendance, or TSR trigger issues.
Independent director serving as lead director and audit committee chair; former CFO with strong financial expertise; no policy flags triggered.
Independent director with senior executive experience in regulated industries; no overboarding, attendance, or TSR trigger issues.
Independent director and compensation committee chair with large-scale industrial and capital-intensive company experience; no policy flags triggered.
Director joined in 2024, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger under our policy; relevant technology and research university leadership experience.
Director joined in 2023; tenure is more than 24 months but covers less than half of the 3-year evaluation period, and the 3-year TSR gap versus peers (-2.9pp) does not come close to the 35pp trigger threshold; no other flags.
Independent director with extensive audit and technology expertise as a former PricewaterhouseCoopers partner; no overboarding, attendance, or TSR trigger issues.
CEO and executive director; the 3-year TSR gap versus the peer group median is only -2.9 percentage points, far below the 35-point threshold required to trigger a negative vote, so no TSR flag applies; the Say on Pay recommendation is evaluated separately.
Independent director with international trade and public policy expertise relevant to TXN's global semiconductor business; no overboarding, attendance, or TSR trigger issues.
Independent director with audit, financial control, and technology expertise and long tenure providing institutional knowledge; no overboarding, attendance, or TSR trigger issues.
Independent director with supply chain and technology operations experience from leading a large logistics company; no overboarding, attendance, or TSR trigger issues.
All 12 nominees pass our policy screens. TXN's 3-year total return of +18% trails its disclosed peer group median of +20.9% by only 2.9 percentage points, well below the 35-point threshold required under the low-positive-TSR tier of our director TSR policy. No director is overboarded, attendance was strong (~98% overall), no familial relationships are disclosed, and audit committee members have appropriate financial expertise. Two newer directors (DesRoches, joined 2024) are exempt from the TSR trigger entirely. FOR is recommended for the full slate.
Say on Pay
✓ FORCEO
Haviv Ilan
Total Comp
$22,669,509
Prior Support
87%%
CEO Haviv Ilan received total compensation of approximately $22.7 million for 2025, consisting of a $1.3 million base salary, a $2.6 million cash bonus, and $18 million in equity awards (split equally between stock options and restricted stock units with a four-year vesting schedule). The pay mix is heavily weighted toward variable, long-term compensation — base salary represents less than 6% of total pay, well within our policy requirement that fixed pay not exceed 40% of total compensation. On pay-for-performance alignment, TXN's 1-year TSR of -4.5% underperformed the semiconductor peer group median, but this is a single-year result; over three years TXN's TSR of approximately +18% is modestly below the peer median (+20.9%) by only 2.9 percentage points, which does not constitute meaningful underperformance. The prior Say on Pay vote received 87% support, no remediation concern is triggered, and equity dilution from all employee grants was a modest 0.5% of shares outstanding. A meaningful clawback policy compliant with Dodd-Frank is disclosed. Overall, the program is structured appropriately and does not trigger any threshold for a negative vote.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
74 yrs
Audit Fees
$11,646,000
Non-Audit Fees
$1,984,000
Ernst & Young has served as TXN's auditor since 1952 — a relationship spanning approximately 74 years — which far exceeds our 25-year tenure threshold that triggers a negative vote due to independence concerns. While the non-audit fee ratio is acceptable at roughly 17% of audit fees (well below the 50% threshold), and no material restatements are disclosed, the extraordinary length of this auditing relationship raises legitimate concerns about whether the auditor can challenge management with full independence. The proxy does disclose lead partner rotation (no more than five consecutive years per SEC rules), but this does not substitute for firm-level rotation, and no specific or compelling rationale is provided in the proxy for maintaining a 74-year engagement.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Proposal Regarding Shareholder Right to Act by Written Consent
The filer, John Chevedden, is a well-known individual governance activist with a long track record of submitting legitimate shareholder-rights proposals — not an ideological filer — so this proposal receives full consideration on its merits. The same proposal won an extraordinary 78% of votes cast at TXN's 2021 annual meeting, a result that under our policy is treated as near-binding and creates a strong presumption in favor of continued support unless the company has fully remediated the concern. TXN's response was to add a special meeting right (at a 25% ownership threshold) rather than adopt written consent, arguing shareholders preferred this; however, this is a partial rather than complete response to what shareholders actually voted for, and a 25% special meeting threshold still imposes a meaningful barrier to shareholder action between annual meetings. Written consent is a mainstream governance right that gives shareholders an additional avenue to act quickly when they believe it is necessary, and denying it while setting a relatively high special meeting threshold leaves shareholders with fewer tools to engage management — the core concern the 2021 vote expressed.
Overall Assessment
The 2026 TXN annual meeting presents a largely straightforward ballot, with FOR recommendations on director elections and Say on Pay, but an AGAINST on auditor ratification due to Ernst & Young's extraordinary 74-year tenure that far exceeds our 25-year independence threshold. The most contested item is the Chevedden written consent proposal, which earns a FOR recommendation based on its near-binding 78% prior-year support in 2021 and the company's failure to fully implement what shareholders requested.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing