TEXAS INSTRUMENTS INCORPORATED | Proposal regarding right to call a special meeting at TEXAS INSTRUMENTS INCORPORATED

Status
Filed
AGM date
Previous AGM date
Proposal number
4
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
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.
Supporting statement
To make up for our complete lack of a right to act by written consent we need the right of 10% of shares to call for a special shareholder
meeting. Hundreds of major companies provide shareholders with the right to act by written consent.
Certain companies, that do not provide for a shareholder right to act by written consent, have a more reasonable stock ownership threshold
to call for a special shareholder meeting. Southwest Airlines is an example of a company that does not provide for shareholder written
consent and yet provides for 10% of shares to call for a special shareholder meeting.
Calling a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call a special shareholder
meeting is that it gives shareholders a Plan B option if management is not interested in good faith 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.
Please vote yes: Support Special Shareholder Meeting Improvement

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