TEXAS INSTRUMENTS INC — Proxy Solicitation & Information Statement 2016

Mar 9, 2016

DEFA14A 1 d117862ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Texas Instruments Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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 21, 2016.

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 22, 2016 |
| Date: April 21, 2016 Time: 9:00 a.m. |
| Location: Texas Instruments Incorporated |
| 12500 TI
Boulevard Dallas, Texas 75243 |
| See page 53 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. 2016 Notice and Proxy
Statement 2. 2015 Annual Report
	How to View Online:
	Have the information that is printed in the box marked by
the arrow (located on the following page) and visit: www.proxyvote.com.
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Copy:
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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
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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 7, 2016 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 (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 20, 2016. For shares allocable to a benefit plan account,
voting instructions must be received no later than 11:59 p.m. Eastern time on April 18, 2016.
	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 4.

1. Election of Directors

Nominees:

1a. R. W. Babb, Jr.

1b. M. A. Blinn

1c. D. A. Carp

1d. J. F. Clark

1e. C. S. Cox

1f. R. Kirk

1g. P. H. Patsley

1h. R. E. Sanchez

1i. W. R. Sanders

1j. R. K. Templeton

1k. C. T. Whitman

1. Board proposal regarding advisory approval of the Company’s executive compensation.

2. Board proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016.

3. Board proposal to approve amendments to the Texas Instruments 2009 Long-Term Incentive Plan.

NOTE : Such other business as may properly come before the meeting or any adjournment thereof.