ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 20, 2020, the Board of Directors of Texas Instruments Incorporated
("TI") elected Mr. Michael D. Hsu to the Board of Directors of TI and to the
Board's Audit Committee effective April 1, 2020.
In connection with his service as a director, Mr. Hsu will receive TI's standard
non-employee director cash and equity compensation as described in the Texas
Instruments 2018 Director Compensation Plan, as amended. As a new director,
Mr. Hsu will receive (i) a one-time initial equity award of restricted stock
units with a grant-date value of approximately $200,000, and (ii) a pro rata
portion of the $110,000 annual retainer for his service through the remaining
portion of the year.
The Board determined that Mr. Hsu 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
TI or any of its subsidiaries in which Mr. Hsu 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.
TI's news release announcing Mr. Hsu's election is attached hereto as Exhibit
99.
ITEM 9.01. Exhibits
Designation
of Exhibit
in this
Report Description of Exhibit
99 TI's News Release
Dated February 20, 2020 (furnished pursuant to Item 7.01)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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