TXNTexas Instruments
Deals between TXN and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-04 reports that the one filed 2025-03-05 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-05.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 1 paragraph of the proxy filed 2025-03-05 with nothing like them this year
Related person transactions“During 2024, the spouse of Mohammad Yunus (an executive officer of the company) was employed in our procurement organization. Mr. Yunus was not involved in any decisions regarding his spouse’s employment at TI, and the compensation of his spouse was consistent with that of similarly situated employees and was determined on a basis consistent with the company’s human resources policies.”
Read it in last year's proxy ↗
The whole section 20 paragraphs, proxy filed 2026-03-04
Related person transactions“Because we believe that company transactions with directors and executive officers of TI or with persons related to TI directors and executive officers present a heightened risk of creating or appearing to create a conflict of interest, we have a written related person transaction policy that has been approved by the board of directors. The policy states that TI directors and executive officers should obtain the approvals or ratifications specified below in connection with any related person transaction. The policy applies to transactions in which:”
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Related person transactions“2. The amount involved exceeds or is expected to exceed $120,000 in a fiscal year; and 3. Any of the following (a “related person”) has or will have a direct or indirect interest:”
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Related person transactions“(a) A TI director or executive officer or an Immediate Family Member of a director or executive officer;”
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Related person transactions“(b) A stockholder owning more than 5% of the common stock of TI or an Immediate Family Member of such stockholder, or, if the 5% stockholder is not a natural person, any person or entity designated in the Form 13G or 13D filed under the SEC rules and regulations by the 5% stockholder as having an ownership interest in TI stock (individually or collectively, a “5% holder”); or (c) An entity in which someone listed in (a) above has a 5% or greater ownership interest, by which someone listed in (a) is employed, or of which someone listed in (a) is a director, principal or partner.”
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Related person transactions“For purposes of the policy, an “Immediate Family Member” is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law or any person (other than a tenant or employee) sharing the household of a TI director, executive officer or 5% holder.”
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Related person transactions“The policy specifies that a related person transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions or arrangements.”
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Related person transactions“Executive officer who is also a member of the TI board, an Immediate Family Member of such person, or an entity in which any of the foregoing has a 5% or greater ownership interest GSR committee Chair of the GSR committee, chief compliance officer, any of his or her Immediate Family Members, or an entity in which any of the foregoing has a 5% or greater ownership interest GSR committee No member of the GSR committee will participate in the consideration of a related person arrangement in which such member or any of his or her Immediate Family Members is the related person.”
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Related person transactions“The approving body or persons will consider all of the relevant facts and circumstances available to them, including (if applicable) but not limited to the benefits to the company of the arrangement; the impact on a director’s independence; the availability of other sources for comparable products or services; the terms of the arrangement; and the terms available to unrelated third parties or to employees generally. The primary consideration is whether the transaction between TI and the related person (i) was the result of undue influence from the related person or (ii) could adversely influence or appear to adversely influence the judgment, decisions or actions of the director or executive officer in meeting TI responsibilities or create obligations to other organizations that may come in conflict with responsibilities to TI.”
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Related person transactions“No related person arrangement will be approved unless it is determined to be in, or not inconsistent with, the best interests of the company and its stockholders, as the approving body or persons shall determine in good faith.”
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Related person transactions“The chief compliance officer will provide periodic reports to the committee on related person transactions. Any related person transaction brought to the attention of the chief compliance officer or of which the chief compliance officer becomes aware that is not approved pursuant to the process set forth above shall be terminated as soon as practicable.”
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Related person transactions“The board has determined that the following types of transactions pose little risk of a conflict of interest and therefore has deemed them approved:”
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Related person transactions“Compensation paid to a TI director or executive officer for services as such, or where the sole interest in a related person transaction of a TI director, executive officer or 5% holder is their position as such;”
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Related person transactions“Transactions where the rates or charges involved are determined by competitive bids, involve the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority;”
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Related person transactions“Transactions involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture or similar services;”
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Related person transactions“◦ the direct or indirect ownership in another party to the transaction and that ownership, when combined with the ownership of all the other individuals specified in 3(a)-(c) above, is less than 5% of the outstanding equity of such party;”
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Related person transactions“◦ an interest as a limited partner in a partnership, and that ownership interest, when combined with all the other ownership interests of the other individuals specified in 3(a)-(c) above, is less than 5% of the total ownership interest of the limited partnership;”
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Related person transactions“◦ the ownership of TI stock and all holders of that class of stock receive the same benefit on a pro rata basis;”
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Related person transactions“Transactions in the ordinary course of business where the only relationship of a TI director or executive officer or their Immediate Family Member is as an employee (other than an executive officer) and/or less than a 10% beneficial owner of the other entity if (i) the TI director or executive officer is not involved in negotiating the terms of the transaction and (ii) amounts involved for the fiscal year do not exceed the greater of $200,000 or 2% of the entity’s consolidated gross revenues for that year;”
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Related person transactions“Charitable contributions, grants or endowments by TI or the TI Foundation to an entity where the only relationship of the TI director or executive officer or their Immediate Family Member is as a trustee or employee (other than as an executive officer) if the aggregate payments for the fiscal year do not exceed the greater of $200,000 or 2% of the recipient’s consolidated gross revenues for that year. “Payments” exclude payments arising solely from investments in TI stock, payments under the TI Director Award Program and payments under non-discretionary charitable contribution matching programs; and • Transactions involving the employment of an Immediate Family Member of a TI director or executive officer if such director or executive officer does not participate in the decisions regarding the hiring, performance evaluation or compensation of the Immediate Family Member and such hiring, performance evaluation or compensation is determined on a basis consistent with TI’s human resources policies.”
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Related person transactions“During 2025, Messrs. Blinn, Craighead and Kirk and Ms. Cox served on the compensation committee. No committee member (i) was an officer or employee of TI, (ii) was formerly an officer of TI or (iii) had any relationship requiring disclosure under the SEC’s rules governing disclosure of related person transactions (Item 404 of Regulation S-K). None of TI’s executive officers served on the board of directors or compensation committee of a company that had an executive officer that served on TI’s board or compensation committee.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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