TSM Taiwan Semiconductor Manufacturing Co Ltd

1934 Act Registration No. 1-14700

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2023

(Commission File Number: 001-14700)

Taiwan Semiconductor Manufacturing Company Ltd.

(Translation of Registrant’s Name Into English)

No. 8, Li-Hsin Rd. 6,
Hsinchu Science Park,
Taiwan, R.O.C.
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Taiwan Semiconductor Manufacturing Company Ltd.

Date:

February 14, 2023

By

/s/ Wendell Huang

Wendell Huang

Vice President & Chief Financial Officer

TSMC Board of Directors Meeting Resolutions

HSINCHU, Taiwan, R.O.C., Feb. 14, 2023 – TSMC (TWSE: 2330, NYSE: TSM) today held a meeting of the Board of Directors, which passed the following resolutions:

1. Approved the 2022 Business Report and Financial Statements. Consolidated revenue totaled NT$2,263.89 billion and net income was NT$1,016.53 billion, with diluted earnings per share of NT$39.20.

2. Approved the distribution of a NT$2.75 per share cash dividend for the fourth quarter of 2022, and set June 21, 2023 as the record date for common stock shareholders entitled to participate in this cash dividend distribution, and the ex-dividend date for the common shares shall be June 15, 2023. As required by Article 165 of Taiwan’s Company Law, the shareholders’ register shall be closed for five days prior to the record date (June 17 through June 21, 2023) for registration transfer, and the dividend will be paid on July 13, 2023. In addition, the ex-dividend date for TSMC American Depositary Shares (ADSs) will be June 15, 2023. The record date for TSMC ADSs entitled to participate in this cash dividend distribution will be June 16, 2023.

3. Approved distribution of employees’ business performance bonus and profit sharing totaling approximately NT$121,404.00 million for 2022. This includes business performance bonus of NT$60,702.00 million distributed following each quarter of 2022 and profit sharing of NT$60,702.00 million to be distributed in July 2023.

4. Approved capital appropriations of approximately US$6,959.5 million for purposes including: 1) Installation and upgrade of advanced technology capacity; 2) Installation of specialty technology capacity; 3) Fab construction, and installation of fab facility systems.

5. Approved the capital injection of not more than US$3.5 billion to TSMC Arizona, a wholly-owned subsidiary of TSMC.

6. Approved the issuance of unsecured corporate bonds in the domestic market for an amount not to exceed NT$60 billion to finance TSMC’s capacity expansion and/or pollution prevention related expenditures.

7. To attract and retain corporate executives and critical talents and to link their compensation with shareholders’ interests and ESG achievements, the board approved the issuance of 2,110,000 shares of 2022 employee restricted stock awards (RSAs). In addition, the board approved the issuance of no more than 6,249,000 common shares of RSAs for the year 2023, which will be submitted to the 2023 Annual Shareholders’ Meeting for approval.

8. Approved the renaming of “Audit Committee” to “Audit and Risk Committee”, and the renaming of “Compensation Committee” to “Compensation and People Development Committee”, and the establishment of a “Nominating, Corporate Governance and Sustainability Committee” of the Board of Directors.

9. Approved the convening of the 2023 AGM for 9:00 a.m. on June 6, 2023 at Ambassador Hotel Hsinchu (10F, No. 188, Section 2, Zhonghua Road, Hsinchu).

About TSMC

TSMC pioneered the pure-play foundry business model when it was founded in 1987, and has been the world’s leading dedicated semiconductor foundry ever since. The Company supports a thriving ecosystem of global customers and partners with the industry’s leading process technologies and portfolio of design enablement solutions to unleash innovation for the global semiconductor industry. With global operations spanning Asia, Europe, and North America, TSMC serves as a committed corporate citizen around the world.

TSMC deployed 288 distinct process technologies, and manufactured 12,698 products for 532 customers in 2022 by providing broadest range of advanced, specialty and advanced packaging technology services. The Company is headquartered in Hsinchu, Taiwan. For more information please visit https://www.tsmc.com.

TSMC Spokesperson:

Media Contacts:

Wendell Huang
Vice President and CFO
Tel: 886-3-505-5901

Nina Kao

Head of Public Relations

Tel: 886-3-5636688 ext.7125036

Mobile: 886-988-239-163

E-Mail: nina_kao@tsmc.com

Baker Li

Public Relations

Tel: 886-3-5636688 ext.7125037

Mobile: 886-988-932-757

E-Mail: baker_li@tsmc.com

Taiwan Semiconductor Manufacturing Company Limited

This is to report the major financials for the year ended December 31, 2022 approved in TSMC Board of Directors meeting. All figures were prepared in accordance with TIFRS on a consolidated basis.

(Audited; in NT$ thousands, except for EPS)

Comprehensive Income Statements Items

(for the year ended December 31, 2022)

Net sales

2,263,891,292

Gross profit

1,348,354,806

Income from operations

1,121,278,851

Income before tax

1,144,190,718

Net income

1,016,900,515

Net income attributable to shareholders of the parent

1,016,530,249

Basic EPS (NT$)

39.20

Balance Sheets Items

(as of December 31, 2022)

Total assets

4,964,778,878

Total liabilities

2,004,290,011

Equity attributable to shareholders of the parent

2,945,653,195