Texas Instruments 2014 Annual Report Download - page 122

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PROXY STATEMENT
Stockholder proposals for 2016
If you wish to submit a proposal for possible inclusion in TI’s 2016 proxy material, we must receive your notice, in accordance with
the rules of the SEC, on or before November 5, 2015. Proposals are to be sent to: Texas Instruments Incorporated, 12500 TI Boulevard,
MS 8658, Dallas, TX 75243, Attn: Secretary.
If you wish to submit a proposal at the 2016 annual meeting (but not seek inclusion of the proposal in the company’s proxy material), we
must receive your notice, in accordance with the company’s by-laws, on or before January 17, 2016.
All suggestions from stockholders concerning the company’s business are welcome and will be carefully considered by TI’s
management. To ensure that your suggestions receive appropriate review, the G&SR Committee reviews correspondence from
stockholders and management’s responses. Stockholders are thereby given access at the board level without having to resort to formal
stockholder proposals. Generally, the board prefers you present your views in this manner rather than through the process of formal
stockholder proposals. Please see page 77 for information on contacting the board.
Benefit plan voting
If you are a participant in the TI Contribution and 401(k) Savings Plan, or the TI 401(k) Savings Plan, you are a “named fiduciary” under
the plans and are entitled to direct the voting of shares allocable to your accounts under these plans. The trustee administering your
plan will vote your shares in accordance with your instructions. If you wish to instruct the trustee on the voting of shares held for your
accounts, you should do so by April 13, 2015, in the manner described in the notice of annual meeting.
Additionally, participants under the plans are designated as “named fiduciaries” for the purpose of voting TI stock held under the plans
for which no voting direction is received. TI shares held by the TI 401(k) savings plans for which no voting instructions are received by
April 13, 2015, will be voted in the same proportions as the shares in the plans for which voting instructions have been received by that
date unless otherwise required by law.
Section 16(a) beneficial ownership reporting compliance
Section 16(a) of the Securities Exchange Act requires certain persons, including the company’s directors and executive officers, to file
reports with the SEC regarding beneficial ownership of certain equity securities of the company. The company believes that all reports
during 2014 were timely filed by its directors and executive officers. In 2015, a report of a 2012 gift by Mr. Templeton was filed; the gift
was not previously reported due to administrative error.
Telephone and Internet voting
Registered stockholders and benefit plan participants. Stockholders with shares registered directly with Computershare (TI’s transfer
agent) and participants who beneficially own shares in a TI benefit plan may vote telephonically by calling [phone] (within the
U.S. and Canada only, toll-free) or via the Internet at www.proxyvote.com.
The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their
voting instructions and to confirm that stockholders’ instructions have been recorded properly. TI has been advised by counsel that the
telephone and Internet voting procedures, which have been made available through Broadridge Financial Solutions, Inc., are consistent
with the requirements of applicable law.
Stockholders with shares registered in the name of a brokerage firm or bank. A number of brokerage firms and banks offer telephone
and Internet voting options. These programs may differ from the program provided to registered stockholders and benefit plan
participants. Check the information forwarded by your bank, broker or other holder of record to see which options are available to you.
Stockholders voting via the Internet should understand that there may be costs associated with electronic access, such as usage
charges from telephone companies and Internet access providers, that must be borne by the stockholder.