Texas Instruments 2014 Annual Report Download - page 78

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PROXY STATEMENT
TABLE OF CONTENTS
Voting procedures and quorum ........................ 72
Election of directors ................................ 73
Nominees for directorship .......................... 74
Director nomination process ........................ 75
Board diversity and nominee qualifications ............. 75
Communications with the board ..................... 77
Corporate governance ............................ 77
Annual meeting attendance ........................ 78
Director independence ............................ 78
Board organization ................................. 79
Board and committee meetings ..................... 79
Committees of the board .......................... 79
Board leadership structure ......................... 81
Risk oversight by the board ........................ 82
Director compensation .............................. 82
2014 director compensation ........................ 84
Executive compensation ............................. 85
Proposal regarding advisory approval of
the company’s executive compensation ............ 85
Compensation Discussion and Analysis ................ 86
Compensation Committee report .................... 97
2014 summary compensation table .................. 98
Grants of plan-based awards in 2014 ................ 100
Outstanding equity awards at fiscal year-end 2014 ...... 101
2014 option exercises and stock vested .............. 103
2014 pension benefits ........................... 104
2014 non-qualified deferred compensation ........... 106
Potential payments upon termination or
change in control ............................ 107
Audit Committee report ............................. 110
Proposal to ratify appointment of independent
registered public accounting firm ................... 111
Additional information .............................. 112
Voting securities ................................ 112
Security ownership of certain beneficial owners ........ 112
Security ownership of directors and management ...... 113
Related person transactions ....................... 114
Compensation committee interlocks and
insider participation ........................... 115
Cost of solicitation .............................. 115
Stockholder proposals for 2016 .................... 116
Benefit plan voting .............................. 116
Section 16(a) beneficial ownership reporting
compliance ................................. 116
Telephone and Internet voting ...................... 116
Stockholders sharing the same address . . . . . . . . . . . . . . 117
Electronic delivery of proxy materials and copies of our
Form 10-K ..................................117
Notice regarding forward-looking statements ............ 117
Directions and other annual meeting information.......... 118
Appendix (Non-GAAP reconciliations) ................... 119
PROXY STATEMENT – MARCH 4, 2015
EXECUTIVE OFFICES
12500 TI BOULEVARD, DALLAS, TEXAS 75243
MAILING ADDRESS: P.O. BOX 660199, DALLAS, TEXAS 75266-0199
Voting procedures and quorum
TI’s board of directors requests your proxy for the annual meeting of stockholders on April 16, 2015. If you sign and return the enclosed
proxy, or vote by telephone or on the Internet, you authorize the persons named in the proxy to represent you and vote your shares
for the purposes mentioned in the notice of annual meeting. This proxy statement and related proxy are being distributed on or about
March 4, 2015. If you come to the meeting, you can vote in person. If you do not come to the meeting, your shares can be voted only if
you have returned a properly signed proxy or followed the telephone or Internet voting instructions, which can be found on the enclosed
proxy. If you sign and return your proxy but do not give voting instructions, the shares represented by that proxy will be voted as
recommended by the board of directors. You can revoke your authorization at any time before the shares are voted at the meeting.
A quorum of stockholders is necessary to hold a valid meeting. If at least a majority of the shares of TI common stock issued and
outstanding and entitled to vote are present in person or by proxy, a quorum will exist. Abstentions and broker non-votes are counted
as present for purposes of establishing a quorum. Broker non-votes occur when a beneficial owner who holds company stock through
a broker does not provide the broker with voting instructions as to any matter on which the broker is not permitted to exercise its
discretion and vote without specific instruction.