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TEXAS INSTRUMENTS68 • 2014 PROXY STATEMENT
PROXY
STATEMENT
The table below shows the aggregate number of shares underlying outstanding stock options held by the named individuals as of
December 31, 2013.
Name Options
(in Shares)
R. W. Babb, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,907
M. A. Blinn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
D. A. Carp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,907
C. S. Cox . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,907
R. Kirk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
P. H. Patsley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,907
R. E. Sanchez . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,905
W. R. Sanders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,657
R. J. Simmons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,907
C. T. Whitman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,907
The terms of these options are as set forth on page 66 except that for options granted before November 2006, the exercise price
is the average of the high and low price of TI common stock on the date of grant, and for options granted before 2010, the grant
becomes fully exercisable upon a change in control of TI.
(5) SEC rules require the disclosure of earnings on deferred compensation to the extent that the interest rate exceeds a specified
rate (Federal Rate), which is 120 percent of the applicable federal long-term interest rate with compounding. Under the terms of
the Director Plan, deferred compensation cash amounts earn interest at a rate based on Moody’s Seasoned Aaa corporate bonds.
For 2013, this interest rate exceeded the Federal Rate by 0.83 percentage points. Shown is the amount of interest earned on the
directors’ deferred compensation accounts that was in excess of the Federal Rate.
(6) Consists of (a) the annual cost ($20 per director) of premiums for travel and accident insurance policies, (b) contributions under
the TI Foundation matching gift program of $10,000 for Messrs. Sanchez and Blinn, $5,000 for Ms. Simmons and $1,000 for Ms.
Whitman and (c) for Messrs. Carp and Sanders, third-party administration fees for the Director Award Program. Each director whose
service commenced prior to June 20, 2002, is eligible to participate in the Director Award Program, a charitable donation program
under which we will contribute a total of $500,000 per eligible director to as many as three educational institutions recommended
by the director and approved by us. The contributions are made following the director’s death. Directors receive no financial benefit
from the program, and all charitable deductions belong to the company. In accordance with SEC rules, we have included the
company’s annual costs under the program in All Other Compensation of the directors who participate. The cost attributable to each
of Messrs. Carp and Sanders for their participation in this program was $683.
EXECUTIVE COMPENSATION
We are providing the following advisory vote on named executive officer compensation as required by Section 14A of the Securities
Exchange Act. The company holds this vote annually.
Proposal regarding advisory approval of the company’s executive compensation
The board asks the shareholders to cast an advisory vote on the compensation of our named executive officers. The “named executive
officers” are the chief executive officer, chief financial officer and three other most highly compensated executive officers, as named in
the compensation tables on pages 81-93.
Specifically, we ask the shareholders to approve the following resolution:
RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed in this proxy statement pursuant
to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion on pages 69-93 of this proxy statement, is hereby approved.
We encourage shareholders to review the Compensation Discussion and Analysis section of the proxy statement, which follows. It
discusses our executive compensation policies and programs and explains the compensation decisions relating to the named executive
officers for 2013. We believe that the policies and programs serve the interests of our shareholders and that the compensation received
by the named executive officers is commensurate with the performance and strategic position of the company.
Although the outcome of this vote is not binding on the company or the board, the Compensation Committee of the board will
consider it when setting future compensation for the executive officers.
The board of directors recommends a vote FOR the resolution approving the named executive officer compensation for
2013, as disclosed in this proxy statement.