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AGM 2021

Apr 22, 2021

Speaker 1

Good morning. Welcome to the Texas Instruments Incorporated Annual Meeting of Stockholders. I would now like to turn the meeting over to Rich Templeton.

Speaker 2

Been an inspector to conduct the vote at this meeting. Cynthia has advised me that holders of about 90% of the outstanding common stock are represented at the meeting in person or by proxy. This constitutes a quorum. All nominees for election to the TI Board are also with us this morning. In addition to myself, Those nominees are Mark Blinn, Todd Bluedorn, Janet Clark, Carrie Cox, Martin Craighead, Gene Hobby, Mike Hsu, Ron Kirk, Pam Patzley and Robert Sanchez.

All were elected at last year's annual meeting. Each of these nominees and their qualifications are listed in your proxy statement. TI's bylaws require advanced notice of proper of proposed director nominations. Since no notice of other nominations has been submitted in accordance with the Bylaws, denominations are closed. Our purpose at this meeting today is to vote on directors, 2 company proposals and 1 stockholder proposal.

The polls are open for voting. Stockholders of record who have not already submitted their votes or who wish to change a previously submitted vote may do so now on the website used to access the meeting. Please remember that if you have already voted, it is not necessary to vote again. This would be an appropriate time to submit questions on ballot items. On the ballot for today's meetings are Three company proposals, a vote to elect director nominees, an advisory vote on named executive officer compensation and a vote to ratify appointment of Ernst and Young as the company's independent registered public accounting firm for 2021.

The full text of these items are in your proxy statement. The Board of Directors asked for a vote in favor of each item. Also on the ballot for today's meeting is one stockholder proposal submitted by Mr. John Chevedden, which will be presented by his representative, Cam Franklin. Mr.

Franklin will have 3 minutes for remarks regarding the proposal. Operator, please open the line.

Speaker 3

Good morning. Shareholder right to act by written consent, Proposal Number 4, sponsored by John Chevedden. Shareholders request that our Board of Directors 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. 100 of major companies enable shareholder by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year.

This included 67% support at Allstate. This proposal topic also on 63% support at Signet Corp in 2019. This proposal topic would have received higher votes than 63 So 67% at these companies if more shareholders have access to objective proxy voting advice. It is important to adopt this proposal because Texas Instruments shareholders also do not have the right to call a special Shareholder Meeting to raise important matters between annual meetings. With this proposal, shareholders could use written consent to raise important matters outside the normal annual meeting cycle like the election of a new director.

A shareholder right to act by written consent might be a way to motivate some of the directors. For instance, Ms. Carrie Cox and Mr. Todd Bluedorn each received more than 297,000,000 votes against at the 2019 Annual Meeting. This compares unfavorably to the $2,000,000 against votes that Martin Craig had received.

The Bank of New York Mellon Corporation said it adopted written consent in 2019 after 45% support, clearly less than a majority vote for a written consent shareholder proposal. It is also important to adopt written Consent to make up for loss of the right of shareholders to an in person annual shareholder meeting. With the near universal use of online Annual Shareholder Meeting starting in 2020, shareholders no longer have the right to discuss concerns with other shareholders and with their directors at a shareholder meeting. Shareholders also are severely restricted in making their views known at online shareholder meetings because all critical questions Comments can be screened out at an online meeting. For instance, Goodyear management hit the mute button right in the middle of a formal shareholder proposal presentation at its 2020 shareholder meeting due to a well deserved critical statement that Goodyear Please vote yes.

Shareholder right to act by written consent. Proposal number 4. Thank you very much.

Speaker 2

Thank you, Ms. Franklin. For the reasons detailed in the proxy statement, the Board of Directors recommends against a vote against this proposal. I will now take a few minutes to address shareholder questions submitted today, if we have any, about the ballot items. Cynthia, are there any questions?

Speaker 3

Yes. Thank you. Yes, Mr. Chairman, we do have a couple of questions. The first question is, what is the amount of fees paid to in 2020 2019?

The and I will answer the first part of this. The fees for in 2019 are in the proxy. And Rich, if you can Provide the answer for 2020.

Speaker 2

The total fees in 2020 were 13.0

Speaker 3

Okay. Thank you. Our next question is how much did TI's CEO make in 2020? Rich, do you want to answer that?

Speaker 2

I can I just want to make sure I've got the precise number that's in front of me, Cynthia? If you've got that, go ahead.

Speaker 3

Yes. Okay. I'll go ahead and answer that one. In 2020, our CEO earned about 19 point 1,000,000 in total compensation that includes base salary, bonus, equity, profit sharing and health and retirement benefits. And that concludes the questions that we have submitted, Rich.

Speaker 2

Okay. Cynthia, thank you. It appears that we have no more votes coming in since everybody has had I will note that the votes of our 401 participants And the votes submitted prior to the start of this meeting either by mail, phone or Internet already have been counted. We have the preliminary results of the voting and according to our independent inspector, all proposals have passed. We will report the final voting results in an 8 ks filing with the SEC within the ordinary course.

With that, the annual meeting is adjourned. Thank you for joining today.

Speaker 1

Thank you. The annual meeting of stockholders for Texas Instruments has now come to an end. For any further details, please visit Texas Instruments' IR website, investor. Ti.com. Thank you for attending.

You may now disconnect.

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