TEXAS INSTRUMENTS INC — Remuneration Information 2012

Mar 6, 2012

DEFA14A 1 texasins_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

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. | |
| --- | --- | --- |
| [
] | 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 19, 2012.

TEXAS INSTRUMENTS INCORPORATED ATTN: JANE NAHRA 13588 N. CENTRAL EXPRESSWAY MS 3999 DALLAS, TX 75243

| Meeting
Information | |
| --- | --- |
| Meeting
Type: Annual Meeting | |
| For holders as
of: February 21, 2012 | |
| Date: April 19,
2012 Time: 10:00 a.m. | |
| Location: | Texas Instruments
Incorporated |
| | 12500 TI Boulevard |
| | Dallas, Texas
75243 |
| See
page 100 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 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. 2012 Notice and Proxy
Statement 2. 2011
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 5, 2012 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. You may vote by Internet up until 11:59 p.m.
Eastern Time on April 18, 2012. |
| 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 | | 2. | Board proposal
regarding advisory approval of the Company's executive
compensation. |
| | | Nominees: | | 3. | Board proposal
to ratify the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for 2012. |
| | | 1a. | R. W. Babb,
Jr. | NOTE: Such other business as may properly come
before the meeting or any adjournment thereof. | |
| | | 1b. | D. A.
Carp | | |
| | | 1c. | C. S.
Cox | | |
| | | 1d. | P. H.
Patsley | | |
| | | 1e. | R. E.
Sanchez | | |
| | | 1f. | W. R.
Sanders | | |
| | | 1g. | R. J.
Simmons | | |
| | | 1h. | R. K.
Templeton | | |
| | | 1i. | C. T.
Whitman | | |