Proxy Blog

Texas Instruments Incorporated 

March 27, 2020

The annual proxy for this semiconductor company had the following proposals: 

  • Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 

Magni for proforma proposals: 

  • Directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity, though there appears to be no long-term holding or ownership requirements. Magni will vote for the directors this year, despite the lack of ownership requirements, though not in future years.  
  • Auditors  There appear to be no controversies with the financial statements of the company. 
  • “Say-on-pay” Advisory Vote – The company commits to a strong shareholder engagement program yet does not disclose engagement activities. The clear benchmarking of the company against the peer group justified Magni voting for this proposal.