Texas Instruments 2014 Annual Report Download - page 79

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 73
PROXY STATEMENT
Scheduled to be considered at the meeting are the election of directors, an advisory vote regarding approval of the company’s executive
compensation and ratification of the appointment of our independent registered public accounting firm. Each of these matters is
discussed elsewhere in this proxy statement. On each of these matters you may vote “for,” “against” or “abstain.” The vote required for
the election of directors and approval of the other matters is shown in the table below.
Matter Required Vote Impact of Abstentions or Broker Non-Votes
Election of directors Majority of votes present in person or
by proxy at the meeting and entitled to
be cast in the election with respect to a
nominee must be cast for that nominee.
Abstentions have the same effect as votes
against. Broker non-votes are not counted
as votes for or against.
Advisory vote to approve named executive
officer compensation.
Majority of votes present in person or by
proxy at the meeting must be cast for
the proposal.
Abstentions and broker non-votes have
the same effect as a vote against.
Proposal to ratify appointment
of independent registered public
accounting firm.
Majority of votes present in person or by
proxy at the meeting must be cast for
the proposal.
Abstentions have the same effect as
votes against. (Brokers are permitted
to exercise their discretion and vote
without specific instruction on this
matter. Accordingly, there are no broker
non-votes.)
Any other matter that may properly be
submitted at the meeting.
Majority of votes present in person or by
proxy at the meeting must be cast for
the proposal.
Abstentions and broker non-votes have
the same effect as votes against.
Election of directors
Directors are elected at the annual meeting to hold office until the next annual meeting and until their successors are elected
and qualified. The board of directors has designated the following persons as nominees: RALPH W. BABB, JR., MARK A. BLINN,
DANIEL A. CARP, CARRIE S. COX, RONALD KIRK, PAMELA H. PATSLEY, ROBERT E. SANCHEZ, WAYNE R. SANDERS, RUTH J. SIMMONS,
RICHARD K. TEMPLETON and CHRISTINE TODD WHITMAN.
If you return a proxy that is not otherwise marked, your shares will be voted FOR each of the nominees.