TEXAS INSTRUMENTS INC
For the period ended Apr 25, 2024. Filed Mar 12, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2024 · Filed Mar 12, 2024
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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. )
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | 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)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 25, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 annual meeting of stockholders on Thursday, April 25, 2024, in the auditorium on our property at 12500 TI Boulevard, Dallas, Texas, at 8:30 a.m. (Central time). If you plan to attend the annual meeting, please see “Attendance and instructions for the annual meeting.” At the meeting we will consider and act upon the following matters:
the election of directors for the next year,
approval of the Texas Instruments 2024 Long-Term Incentive Plan,
advisory approval of the company’s executive compensation,
ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2024,
two stockholder proposals, if properly presented, and
such other matters as may properly come before the meeting.
Stockholders of record at the close of business on February 28, 2024, are entitled to vote at the annual meeting.
We urge you to vote your shares as promptly as possible by (i) accessing the voting website, (ii) calling the toll-free number or (iii) signing, dating and mailing the enclosed proxy.
Sincerely,
Cynthia Hoff TrochuSenior Vice President, Secretary and General Counsel
Dallas, TexasMarch 12, 2024
2024 PROXY STATEMENT • PAGE 1
TABLE OF CONTENTS
| Notice of 2024 annual meeting of stockholders | 1 |
|---|---|
| Voting procedures, quorum and attendance requirements | 3 |
| Corporate governance and board of directors | 5 |
| Election of directors | 5 |
| Director nominees, qualifications and experience | 5 |
| Director nomination process | 12 |
| Communications with the board | 12 |
| Corporate governance | 12 |
| Annual meeting attendance | 13 |
| Director independence | 13 |
| Board organization | 15 |
| Board and committee meetings | 15 |
| Committees of the board | 15 |
| Board evaluation process | 18 |
| Board leadership structure | 18 |
| Risk oversight by the board | 19 |
| Board oversight of environmental, social and governance (ESG) matters | 19 |
| Proposal to approve the Texas Instruments 2024 Long-Term Incentive Plan | 20 |
| Director compensation | 25 |
| Executive compensation | 28 |
| Proposal regarding advisory approval of the company’s executive compensation | 29 |
| Compensation discussion and analysis | 29 |
| Executive summary | 29 |
| Compensation philosophy and elements | 30 |
| Analysis of compensation determinations | 34 |
| Recoupment policy | 42 |
| Stock ownership guidelines and policy against hedging | 44 |
| Compensation committee report | 44 |
|---|---|
| 2023 compensation tables | 45 |
| 2023 summary compensation table | 45 |
| Grants of plan-based awards in 2023 | 47 |
| Outstanding equity awards at fiscal year-end 2023 | 48 |
| 2023 option exercises and stock vested | 50 |
| 2023 pension benefits | 51 |
| 2023 non-qualified deferred compensation | 53 |
| Potential payments upon termination or change in control | 54 |
| Pay ratio | 58 |
| Pay versus performance | 59 |
| Audit committee matters | 61 |
| Audit committee report | 61 |
| Proposal to ratify appointment of independent registered public accounting firm | 61 |
| Stockholder proposals | 63 |
| Additional information | 68 |
| Security ownership of certain beneficial owners | 68 |
| Security ownership of directors andmanagement | 69 |
| Stockholder proposals and nominationsfor 2025 | 73 |
| Benefit plan voting | 73 |
| Delinquent Section 16(a) reports | 73 |
| Telephone and internet voting | 74 |
| Stockholders sharing the same address | 74 |
| Internet availability of proxy materials | 74 |
| Notice regarding forward-looking statements | 75 |
| Appendix A (Texas Instruments 2024 Long-Term Incentive Plan) | 76 |
2024 PROXY STATEMENT • PAGE 2
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.