TEXAS INSTRUMENTS INC — Proxy Solicitation & Information Statement 2020

Mar 10, 2020

DEFA14A 1 d840106ddefa14a.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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☐	Preliminary Proxy Statement
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☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

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

Stockholder Meeting to Be Held on April 23, 2020.

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 24, 2020 |
| Date: April 23, 2020 Time: 8:30 a.m. |
| Location: Texas Instruments Incorporated |
| 12500 TI
Boulevard Dallas, Texas 75243 |
| See page 52 of the Proxy Statement (available at
www.proxyvote.com) for directions to the meeting location. To attend the annual meeting you must request an advance registration form at www.proxyvote.com |
| 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. 2020 Notice and Proxy Statement
2. 2019 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.
	How to Request and Receive a PAPER or EMAIL 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 EMAIL* :
sendmaterial@proxyvote.com
	*  If
requesting materials by e-mail, please send a blank email with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
	Requests,
instructions and other inquiries sent to this email address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 9, 2020 to facilitate timely delivery.
●	— How To
Vote — Please Choose One of the Following Voting Methods
	Vote In
Person: If you plan to attend the annual meeting you must print your advance registration form by 11:59 p.m. Eastern time on April 22, 2020 at the Stockholder Meeting Registration site: www.proxyvote.com . If you are unable to print
your advance registration form call (Toll Free) 1-844-318-0137 or (International Toll Call) 1-925-331-6070. At the meeting you will also be required to show a government-issued photo ID and 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 22, 2020. For shares allocable to a benefit plan account,
voting instructions must be received no later than 11:59 p.m. Eastern time on April 20, 2020.
	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 and 3.

1. Election of Directors

Nominees:

1a. Mark A. Blinn

1b. Todd M. Bluedorn

1c. Janet F. Clark

1d. Carrie S. Cox

1e. Martin S. Craighead

1f. Jean M. Hobby

1g. Michael D. Hsu

1h. Ronald Kirk

1i. Pamela H. Patsley

1j. Robert E. Sanchez

1k. Richard K. Templeton

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 2020.

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