Texas Instruments 2014 Annual Report Download - page 121

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PROXY STATEMENT
The required approvals are as follows:
Arrangement involving: Approval required by:
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 percent or greater ownership interest
G&SR Committee
Chair of the G&SR Committee, chief compliance officer, any of his or her
Immediate Family Members, or an entity in which any of the foregoing has
a 5 percent or greater ownership interest
G&SR Committee
Any other director or executive officer, an Immediate Family Member of
such person, or an entity in which any of the foregoing has a 5 percent or
greater ownership interest
Chief compliance officer in consultation with
the Chair of the G&SR Committee
A 5 percent holder G&SR Committee
No member of the G&SR 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.
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 (a) was the result of undue influence
from the related person or (b) 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.
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.
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.
Compensation committee interlocks and insider participation
During 2014, Mses. Cox, Patsley and Whitman and Mr. Sanchez 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). No executive officer of TI served as a director or
member of the compensation committee of another entity, one of whose directors or executive officers served as a member of our board
of directors or a member of the Compensation Committee.
Cost of solicitation
The solicitation is made on behalf of our board of directors. TI will pay the cost of soliciting these proxies. We will reimburse brokerage
houses and other custodians, nominees and fiduciaries for reasonable expenses they incur in sending these proxy materials to you if
you are a beneficial holder of our shares.
Without receiving additional compensation, officials and regular employees of TI may solicit proxies personally, by telephone, fax or
e-mail, from some stockholders if proxies are not promptly received. We have also hired Georgeson Inc. to assist in the solicitation of
proxies at a cost of $12,000 plus out-of-pocket expenses.