TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ITEM 5.03.Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On December 12, 2016, the Registrants Board of Directors approved
amendments to the By-Laws of the Registrant primarily to
implement proxy access.Article II, Section 9(c) has been added to
the By-Laws to permit a stockholder, or a group of up to 20
stockholders, owning at least 3% of the Registrants outstanding
common stock continuously for at least three years to nominate
and include in the Registrants proxy materials director nominees
constituting up to the greater of two individuals or 20% of the
Board of Directors, provided that the stockholders and the
nominees satisfy the requirements specified in the By-Laws.

The By-Laws were also amended to make certain refinements and
conforming changes to the advance notice provisions for
stockholder nominations, contained in Article II, Section
9(a)-(b), and the requirements for stockholder business at an
annual meeting, contained in Article II, Section 10. Other
technical and administrative changes were also approved by the
Board of Directors.

The foregoing description of the Registrants By-Laws is qualified
in all respects by reference to the text of the By-Laws, which
are attached hereto as Exhibit 3 and incorporated herein by
reference.

ITEM 9.01. Exhibits

Designation of Exhibit in this Report

Description of Exhibit

Texas Instruments Incorporated By-laws, as amended on
December 12, 2016


About TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN)

Texas Instruments Incorporated designs, makes and sells semiconductors to electronics designers and manufacturers across the world. The Company operates through two segments: Analog and Embedded Processing. Its Analog segment’s product line includes High Volume Analog & Logic (HVAL), Power Management (Power), High Performance Analog (HPA) and Silicon Valley Analog (SVA). Its Embedded Processing segment’s product line includes Processor, Microcontrollers and Connectivity. It is also engaged in smaller product lines, such as DLP products (primarily used in projectors to create high-definition images), certain custom semiconductors known as application-specific integrated circuits (ASICs) and calculators. The Company has design, manufacturing or sales operations in over 30 countries. It also offers baseband products, and OMAP applications processors and connectivity products, which are sold into smartphones and consumer tablets.

TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN) Recent Trading Information

TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN) closed its last trading session down -0.26 at 71.73 with 3,340,561 shares trading hands.