Mr. John Chevedden, 2215 Nelson Avenue #205, Redondo Beach, CA 90278-2453, the beneficial owner of more than $2,000 of the company’s common stock, has given notice that he or his designee intends to present the following nonbinding, advisory proposal at the annual meeting.
The 10% figure, that gives each share an equal right to formally participate in calling for a special shareholder meeting, is reasonable because the laws of some states mandate that 10% of shares be able to call a special shareholder meeting. Another sign that a 10% of shares is reasonable is that a number of companies that have a 25% figure then allow the 10% figure to apply to one shareholder who owns 10% of shares.
Texas Instruments shareholders gave a whopping 78% vote to a shareholder proposal to give shareholders the right to act by written consent. This 78% vote represented an overwhelming majority support from shareholders. In response to this overwhelming majority support management gave us a useless right to act by written consent.
This was under the so-called leadership of Mr. Ronald Kirk, who chaired the Governance Committee. In response to this overwhelming majority vote, under Mr. Kirk we got a form of written consent that is so difficult to use that a group of shareholders, who see an urgent need to have a shareholder voice on an important item between annual meetings, would automatically choose to call for a special shareholder meeting because it is less difficult than attempting to act by written consent. Thus the so-called right to act by written consent would be left in the dust.
Mr. Kirk has been senior of counsel at Gibson, Dunn & Crutcher since 2013. Gibson, Dunn is a law firm with $2 Billion in annual revenue. Over the last decade Gibson, Dunn may have made more money in resisting shareholder proposals than any other law firm in history. A 10-foot pole should separate any Gibson Dunn attorney, like Mr. Kirk, and the Governess Committee of a company like Texas Instruments.
Since Texas Instruments management will not give its shareholders a genuine right to act by written consent we need the right for 10% of shares to be able to call a special shareholder meeting.
A more reasonable stock ownership threshold to call for a special shareholder meeting to elect a new director could give our directors a greater incentive to improve their performance.
For instance Ms. Carrie Cox and Ms. Pamela Patsley each received 108 million against votes in 2022.