TEXAS INSTRUMENTS INC — Proxy Solicitation & Information Statement 2014

Mar 4, 2014

DEFA14A 1 texas_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

United States Securities and Exchange Commission Washington, D.C. 20549

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
14a-12 |
| [ ] | Confidential, For Use of
the 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. | |
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table below per Exchange Act Rules 14a-6(i)(4) and
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securities to which transaction applies: |
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| | 3) | Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
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state how it was determined): |
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* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 17, 2014.

TEXAS INSTRUMENTS INCORPORATED TEXAS INSTRUMENTS INCORPORATED ATTN: JANE NAHRA P.O. BOX 655474 MS 3999 DALLAS, TX 75265-5474

| Meeting
Information | |
| --- | --- |
| Meeting
Type: Annual Meeting | |
| For holders as
of: February 18, 2014 | |
| Date: April 17,
2014 Time: 10:00 a.m. | |
| Location: | Texas Instruments
Incorporated |
| | 12500 TI Boulevard |
| | Dallas, Texas
75243 |
| See page 106 of
the Proxy Statement (available at www.proxyvote.com) for directions to the
meeting location. | |

| You are
receiving this communication because you hold shares in the company named
above. |
| --- |
| 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. 2014 Notice and Proxy
Statement 2. 2013
Annual Report | |
| How to View
Online: | |
| Have the information that is printed in the box marked by the
arrow è XXXX XXXX XXXX (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 information that is printed in the box
marked by the arrow è XXXX XXXX XXXX (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 3, 2014 to facilitate
timely delivery. | |

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

| Vote In Person: Many shareholder 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 information that is printed in the box
marked by the arrow è XXXX XXXX XXXX (located on the following page) and
follow the instructions. For registered shares, you may vote by Internet
up until 11:59 p.m. Eastern time on April 16, 2014. For shares allocable
to a benefit plan account, voting instructions must be received no later
than 11:59 p.m. Eastern time on April 14, 2014. |
| Vote By Mail: You can vote by mail by requesting a
paper copy of the materials (as indicated above), which will include a
proxy card. |

| Voting
Items | | |
| --- | --- | --- |
| The board of directors
recommends you vote FOR each of the nominees for director and FOR
Proposals 2 through 5. | | |
| 1. | Election of
Directors | |
| | Nominees: | |
| | 1a. | R. W. Babb,
Jr. |
| | 1b. | M. A.
Blinn |
| | 1c. | D. A.
Carp |
| | 1d. | C. S.
Cox |
| | 1e. | R.
Kirk |
| | 1f. | P. H. Patsley |
| | 1g. | R. E.
Sanchez |
| | 1h. | W. R.
Sanders |
| | 1i. | R. J.
Simmons |
| | 1j. | R. K.
Templeton |
| | 1k. | C. T.
Whitman |

| 2. | Board proposal
regarding advisory approval of the Company’s executive
compensation. |
| --- | --- |
| 3. | Board proposal
to ratify the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for
2014. |
| 4. | Board
proposal to approve the TI Employees 2014 Stock Purchase
Plan. |
| 5. | Board
proposal to reapprove the material terms of the performance goals under
the Texas Instruments 2009 Long-Term Incentive Plan. |
| NOTE : Such other business as may properly
come before the meeting or any adjournment
thereof. | |