TEXAS INSTRUMENTS INCORPORATED | Right to call a special meeting at TEXAS INSTRUMENTS INCORPORATED

Status
46.56% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
TXN
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders ask our board to take the steps necessary to give the owners of a combined 15% of our outstanding common stock the power to call a special shareholder meeting.
Supporting statement
SUPPORTING STATEMENT: Texas Instruments shareholders gave 47% support to this proposal topic in 2022 when it called for the lower 10% of shares to have the right to call for a special shareholder meeting. This 47% support likely represented 51% support from the TXN shares that have access to independent proxy voting advice and are not forced to rely on the biased view of the Board of Directors.
It is important to remember that it took much more TXN shareholder conviction to vote for the 2022 special shareholder meeting improvement proposal, and thereby reject the recommendation of the Board of Directors, than to simply follow the BOD recommendation.
The 47% support was all the more impressive because the TXN BOD made it difficult to locate the proposal in the TXN proxy. The proposal number was removed from the proposal in the table of contents and in the body of the proxy so it was difficult to match the body of the proposal with the number on the ballot.
An improved right to call a special shareholder meeting can result in better director qualifications and performance since a special shareholder meeting can be used to elect a more qualified director.
For instance with Ms. Carrie Cox the most recent employment is 9 years with a company that has $1.5 million in annual revenue and 164 employees. Ms. Cox received the most against votes of any TXN director and was on the TXN executive pay committee when executive pay was rejected by 15% of shares. A 5% rejection is often the norm at well performing companies.
Management likes to claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a post card to the CEO. A reasonable right to call a special shareholder meeting is an important step for effective shareholder engagement with management because shareholders have a plan B option of calling for a special shareholder meeting if management resists shareholder engagement.
With the widespread use of online shareholder meetings it is much easier for management to conduct a special shareholder meeting and our bylaws thus need to be updated accordingly.

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