TEXAS INSTRUMENTS INC — Proxy Solicitation & Information Statement 2010

Mar 4, 2010

DEFA14A 1 texas_defa14a.htm DEFINITIVE PROXY STATEMENT texas_defa14a.htm Licensed to: DG3 I Docs, Inc. Document Created using EDGARizerAgent 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [x] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] Soliciting Material Under Rule [] Confidential, For Use of the 14a-12 Commission Only (as permitted by Rule 14a-6(e)(2)) [_] Definitive Proxy Statement [x] Definitive Additional Materials

Texas Instruments Incorporated ------------------------------------------------------------------------------------------------------------------------------------------------------

(Name of Registrant as Specified In Its Charter)

---

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box): [x] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies: ____________ 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: ____________ 5) Total fee paid: [] Fee paid previously with preliminary materials: [] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. ____________ 1) Amount previously paid: ____________ 2) Form, Schedule or Registration Statement No.: ____________ 3) Filing Party: ____________ 4) Date Filed:

*** Exercise Your Right to Vote *** IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held On April 15, 2010

TEXAS INSTRUMENTS INCORPORATED ATTN: JANE NAHRA 7839 CHURCHILL WAY MS 3999 DALLAS, TX 75251

| Meeting
Information | |
| --- | --- |
| Meeting
Type: Annual | |
| For holders as
of: February 16, 2010 | |
| Date: April 15,
2010 Time: 10:00
a.m. | |
| Location: | 12500 TI Boulevard |
| | Dallas, Texas 75243 |

| You are
receiving this communication because you hold shares in the above named
company. |
| --- |
| This is not a
ballot. You cannot use this notice to vote these shares. This communication presents
only an overview of the more complete proxy materials that are available
to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a
paper copy (see reverse side). |
| We encourage you to access and
review all of the important information contained in the proxy materials
before voting. |

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote — How to Access the Proxy Materials

| Proxy Materials Available to
VIEW or RECEIVE. | |
| --- | --- |
| 1. 2010
Notice and Proxy
Statement 2.
2009 Annual Report | |
| How to View
Online: | |
| Have the 12-Digit Control Number available (located on the
following page) and visit: www.proxyvote.com. | |
| How to Request and Receive a
PAPER or E-MAIL Copy: | |
| If you want to
receive a paper or e-mail copy of these documents, you must request one.
There is NO charge for requesting a copy. Please choose one of the
following methods to make your request: | |
| 1) BY INTERNET : | www.proxyvote.com |
| 2) BY TELEPHONE : | 1-800-579-1639 |
| 3) BY E-MAIL* : | sendmaterial@proxyvote.com |
| * | If requesting
materials by e-mail, please send a blank e-mail with the 12-Digit Control
Number (located on the following page) in the subject
line. |
| Requests,
instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. | |
| Please make the request as
instructed above on or before April 01, 2010 to facilitate timely
delivery. | |

— How To Vote — Please Choose One of the Following Voting Methods

| Vote In Person: Many stockholder meetings have
attendance requirements including, but not limited to, the possession of
an attendance ticket issued by the entity holding the meeting. Please
check the meeting materials for any special requirements for meeting
attendance. At the Meeting you will need to request a ballot to vote these
shares. |
| --- |
| Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have
the 12 Digit Control Number available and follow the instructions. You may
vote by Internet up until 11:59 p.m. Eastern Time on April 14,
2010. |
| Vote By Mail: You can vote by mail by requesting a
paper copy of the materials, which will include a proxy
card. |

| | Voting
items | | | |
| --- | --- | --- | --- | --- |
| | The Board of Directors
recommends you vote FOR each of the nominees for director and the
following proposal: | | | |
| ● | 1. | Election of
Directors Nominees: | 2. | Board proposal to ratify the appointment
of Ernst & Young LLP as the Company's independent registered public
accounting firm for 2010. |
| | 1a. | R. W. Babb,
Jr. | | |
| | 1b. | D. L.
Boren | NOTE: Such other
business as may properly come before the meeting or any adjournment
thereof. | |
| | 1c. | D. A.
Carp | | |
| | 1d. | C. S.
Cox | | |
| | 1e. | D. R.
Goode | | |
| | 1f. | S. P.
MacMillan | | |
| | 1g. | P. H.
Patsley | | |
| | 1h. | W. R.
Sanders | | |
| | 1i. | R. J.
Simmons | | |
| | 1j. | R. K.
Templeton | | |
| | 1k. | C. T.
Whitman | | |