TEXAS INSTRUMENTS INC

The proposal asks the board to allow shareholders to take corporate action by written consent when holders representing the minimum number of votes required to authorize the same action at a meeting sign the consent, and to permit shareholders to initiate topics for written consent. The proponent (John Chevedden, beneficial owner of 40 shares) argues the change is needed because the companys special meeting ownership threshold (25%) is higher than what the proponent considers customary under Delaware practice (10%), making it difficult for shareholders to act between annual meetings. The submission cites prior strong shareholder support for written-consent rights in 2021 and points to recent company performance, analyst commentary, litigation and geopolitical risks as reasons shareholders should have a more accessible mechanism to engage. The proposal requests that the board take the necessary steps to implement written-consent rights without discrimination based on length of ownership.