BURR-BROWN CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 21, 1995 9:00 a.m.
You are hereby notified that the Annual Meeting of Stockholders of Burr-Brown
Corporation will be held on the 21st day of April 1995 at 9:00 a.m. at the
principal executive offices of the Company, 6730 South Tucson Boulevard,
Tucson, Arizona 85706, to consider and act upon the following matters:
1. To elect a Board of Directors consisting of the number so fixed for
the ensuing year;
2. To ratify the selection of Ernst & Young to serve as independent
auditors for the Company for the year ending December 31, 1995; and
3. To transact such other business as may properly come before the
meeting.
If you are unable to attend the meeting personally, please be sure to date,
sign and return the enclosed proxy in the stamped envelope provided.
Only stockholders of record on the books of the Company at the close of
business on February 22, 1995 will be entitled to vote at the meeting.
By Order of the Board of Directors,
Jill H. Rice
Corporate Secretary
March 22, 1995
IMPORTANT
A Proxy Statement and proxy are submitted herewith. All stockholders are urged
to complete and mail the proxy promptly whether or not you plan to attend the
meeting in person. The enclosed envelope for return of the proxy requires no
postage if mailed in the U.S.A. or Canada. Stockholders attending the meeting
may personally vote on all matters which are considered, in which event the
signed proxy may be revoked. It is important that your shares be voted.
<PAGE>
BURR-BROWN CORPORATION
6730 South Tucson Boulevard
Tucson, Arizona 85706
PROXY STATEMENT
GENERAL
This Proxy Statement and accompanying Proxy Card are furnished in connec-
tion with the solicitation by the Board of Directors of Burr-Brown Corporation,
a Delaware corporation (the "Company" or "Burr-Brown"), of proxies to be voted
at the Annual Meeting of Stockholders to be held on April 21, 1995, or at any
adjournment or postponement thereof, for the purposes set forth in the accom-
panying Notice of Annual Meeting of Stockholders. The Annual Meeting will be
held at 9:00 a.m. at the principal executive offices of the Company located at
6730 South Tucson Boulevard, Tucson, Arizona 85706. It is anticipated that this
Proxy Statement and the enclosed Proxy Card will be first mailed to stock-
holders on or about March 22, 1995.
VOTING RIGHTS
The close of business on February 22, 1995 was the record date for stock-
holders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. As of February 22, 1995, the Company had 9,555,710 shares
of its common stock outstanding and entitled to vote at the Annual Meeting.
Holders of common stock are entitled to one vote for each share of common stock
so held. The certificate of incorporation of the Company does not provide for
cumulative voting.
REVOCABILITY AND VOTING OF PROXIES
Any person giving a proxy has the power to revoke it at any time before
its exercise. A proxy may be revoked by filing with the Secretary of the
Company an instrument of revocation or a duly executed proxy bearing a later
date, or may be revoked by attending the Annual Meeting and voting in person.
When a proxy is returned properly signed, the shares represented thereby will
be voted as directed by the persons named in the proxies. If a proxy is
returned without specifying choices, the shares will be voted "FOR" proposals
1 and 2 and in the proxy holder's discretion for all other matters properly
under consideration at the Annual Meeting. Abstentions and broker non-votes
are each included in the determination of the number of shares present for
quorum purposes. Abstentions are counted in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved.
SOLICITATION OF PROXIES
The Company will bear the cost of solicitation of proxies. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
to forward to such beneficial owners. The Company may reimburse such persons
for their costs of forwarding the solicitation material to such beneficial
owners. The original solicitation of proxies by mail may be supplemented by
solicitation by telephone, telegram, or other means by directors, officers,
employees or agents of the Company. No additional compensation will be paid to
these individuals for any such services.
<PAGE>
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth certain information as of February 22,
1995, with the exception of information regarding Dimensional Fund Advisors and
The TCW Group, Inc., formerly, TCW Management Company which is stated as of
December 31, 1994, regarding the ownership of the Company's common stock by
(i) all persons known by the Company to be beneficial owners of five percent
(5%) or more of its outstanding common stock, (ii) each director of the Company
and each nominee for director, (iii) each of the executive officers named in
the Summary Compensation Table below, and (iv) all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership(1)
______________________________
Number of Percent of
Name of Beneficial Owner Shares Class
________________________ _________ __________
<S> <C> <C>
Thomas R. Brown, Jr. 3,841,860(2) 40.20
Director and Chairman
Burr-Brown Corporation
6730 South Tucson Blvd.
Tucson, Arizona 85706
Thomas J. Troup 63,847(3) .67
Director and Vice Chairman
Francis J. Aguilar 11,000(4) .12
Director
John S. Anderegg, Jr. 45,437(4) .48
Director
Bob J. Jenkins 10,000(4) .10
Director
James A. Riggs 10,000(4) .10
Director
Marcelo A. Gumucio ---
Nominee for Director
Syrus P. Madavi 120,000(5) 1.26
Director, President & CEO
John L. Carter 28,975(6) .30
Executive Vice President & CFO
All Current Directors and 4,131,119(7) 43.23
Current Executive Officers
as a Group (9 persons)
- 2 -
<PAGE>
Dimensional Fund Advisors 489,600(8) 5.12
1299 Ocean Avenue
Santa Monica, CA 90401
TCW Management Company 549,200 5.75
865 S. Figueroa Street
Los Angeles, CA 90017
_________________________
<FN>
(1) Unless otherwise indicated, each of the beneficial owners named in the
table has sole voting and investment power with respect to all shares
shown as owned by them, subject to applicable community property laws.
(2) Represents 3,841,860 shares held by Brown Investment Management Limited
Partnership, of which Mr. Brown is a General Partner and pursuant to which
he shares dispositive power over these shares. Of these shares, Mr. Brown
has sole voting power with respect to 3,424,002 shares, and has no voting
power with respect to the remaining shares. Does not include the 329,729
shares held in the Burr-Brown Corporation Stock Bonus Plan and Trust of
which Mr. Brown and Mr. Carter have voting power.
(3) Includes 53,847 shares held in a trust of which Mr. Troup holds voting and
investment power and 10,000 shares subject to options granted to non-
employee Director pursuant to the Company's Stock Incentive Plan.
(4) Includes 10,000 shares subject to options granted to each non-employee
Director pursuant to the Company's Stock Incentive Plan.
(5) Includes 120,000 shares subject to options granted to Mr. Madavi pursuant
to the Company's Stock Incentive Plan which are exercisable within 60 days
following the Record Date.
(6) Includes 22,000 shares subject to options granted to Mr. Carter pursuant
to the Company's Stock Incentive Plan, which are exercisable within 60
days following the Record Date.
(7) Includes 142,000 shares subject to options granted to officers pursuant to
the Company's Stock Incentive Plan, which are exercisable within 60 days
following the Record Date. Also includes 3,841,860 shares held by Brown
Investment Management Limited Partnership, of which Mr. Brown is a General
Partner, as described in Note 1 above.
(8) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 489,600 shares of
Burr-Brown Corporation stock as of December 31, 1994, all of which shares
are held in portfolios of DFA Investment Dimensions Group, Inc. a
registered open-end investment company, or a series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership of all
such shares.
</FN>
</TABLE>
- 3 -
<PAGE>
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Each director to be elected at the Annual Meeting will hold office until
the next annual meeting of stockholders and until a successor for such director
is elected and has qualified, or until the death, resignation, or removal of
such director. At the Annual Meeting there are eight (8) directors to be
elected. There are eight (8) nominees, each of whom, with the exception of
Marcelo A. Gumucio is currently a director of the Company. Each person nomin-
ated for election has agreed to serve if elected, and the Board of Directors
has no reason to believe that any nominee will be unavailable or will decline
to serve. In the event, however, that any nominee is unable or declines to
serve as a director at the time of the Annual Meeting, the proxies will be
voted for any nominee who shall be designated by the current Board of Directors
to fill the vacancy. Unless authority is withheld, the proxyholders will vote
the proxies received by them for the nominees named below. In the event that
additional persons are nominated for election as directors, the proxyholders
intend to vote all proxies received by them for the nominees listed below, to
the extent authority is not withheld. The eight (8) candidates receiving the
highest number of the affirmative votes of the shares entitled to vote at the
Annual Meeting will be elected directors of the Company. The proxies solicited
by this Proxy Statement may not be voted for more than eight (8) nominees.
NOMINEES
Set forth below is information regarding the nominees to the Board of
Directors.
<TABLE>
<CAPTION>
Present Principal Employment
Name Age and Prior Business Experience
________ ___ _____________________________
<S> <C> <C>
Thomas R. Brown, Jr. 68 Director since 1956. Founder of the Company and
has served as its Chairman since 1956. Mr. Brown
served as Corporate Secretary from February 1986
to November 1987. Mr. Brown served as the Chief
Executive Officer until February 1983 and
President until 1976. Most recently, he served
as President and CEO from April 1993 to March
1994. Former member of the Board of Directors of
the Los Angeles Regional Office of the Federal
Reserve Board.
Syrus P. Madavi 45 Director, President and Chief Executive Officer
of the Company since March 1994. Formerly Mr.
Madavi was President of Raytheon Semiconductor
Division from 1992 to March 1994. He was
Director of Product Development and Marketing of
Raytheon from 1990 to 1992, and prior to that
served as the Vice President and General Manager
of Honeywell Signal Processing Technologies from
1984 to 1989. He also held management positions
with Analog Devices Inc. from 1979 to 1983.
Thomas J. Troup 71 Director since 1967. Vice Chairman since 1982
and Chief Financial Officer from February 1983 to
July 1988. Mr. Troup served as Treasurer from
November 1986 to March 1987. From 1971 to 1982,
Mr. Troup served as Vice President, Treasurer and
a Director of Akzona, Inc. He has served as a
Director of Dynamics Research Corporation since
1962 and served as a Director of BRIntec Corpora-
tion from 1985-1989, Baird Corporation 1982-1987;
Holmberg Electronic Corporation 1982-1987; and
the Research Triangle Institute 1981-1992.
- 4 -
<PAGE>
John S. Anderegg, Jr. 71 Director since 1958. Chairman of the Board of
Dynamics Research Corporation since 1955 and
served as its President from 1955 to 1986.
Serves as a Director of the Ivy Fund, Metritape,
Inc. and MacKenzie Funds.
Bob J. Jenkins 60 Director since 1991. Corporate Vice President &
Director of Technology, Motorola Incorporated
from 1985 until retirement in 1991. From 1980
until 1985, Vice President and Director of
Technology, Semiconductor Sector, Motorola
Incorporated.
James A. Riggs 58 Director since 1991. Currently Senior Vice
President and Chief Financial Officer, Olin
Corporation. Mr. Riggs has been employed at Olin
Corporation since 1965.
Francis J. Aguilar 62 Director since 1993. Currently a Professor of
Business Administration at the Harvard Business
School, and has served as Faculty Chairman,
Harvard International Senior Manager's Program,
1972-1974; Chairman, International Teachers
Program, 1968-1972. Mr. Aguilar is also a
consultant and author. Serves as a Director of
Bowater, Inc. and Dynamics Research Corporation.
Marcelo A. Gumucio 57 Currently Chairman of the Management Board and
the Chief Executive Officer of Memorex Telex N.V.
since November 1992. He is also the President
and Chairman of the Board of Memorex Telex
Corporation. In 1990, Mr. Gumucio founded the
private investment firm Gumucio, Burke and
Associates, of which he has been a partner since
its formation. Prior to his affiliation with
that firm, Mr. Gumucio was an executive at Cray
Research, Inc., and served as an Executive Vice
President from 1983 to 1988 and as President and
Chief Operating Officer from 1988 to 1990.
</TABLE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors held five (5) meetings during 1994.
The Audit Committee of the Board of Directors held two (2) meetings during
1994. The Audit Committee, which is currently comprised of Directors John S.
Anderegg, Jr., Chairman, Thomas J. Troup, and Bob J. Jenkins, recommends
engagement of the Company's independent accountants, approves services per-
formed by such accountants, and reviews and evaluates the Company's accounting
system and its system of internal controls.
The Compensation Committee held five (5) meetings during 1994. The
Compensation Committee, which is currently comprised of Directors James A.
Riggs, Chairman and Francis J. Aguilar, has overall responsibility for the
Company's compensation policies and determines the compensation payable to the
Company's executive officers, including their participation in certain of the
Company's employee benefit plans. The Compensation Committee also administers
the Company's Stock Incentive Plan.
The Nominating Committee established by the Board of Directors in October
1994 held two (2) meetings. The committee consists of two (2) members, Thomas
J. Troup, Chairman and John S. Anderegg, Jr. The Nominating Committee will
consider nominees recommended by stockholders. Any nominee recommendations
- 5 -
<PAGE>
should be addressed to the attention of the Corporate Secretary at the Com-
pany's principal executive offices.
The Governance Committee established by the Board of Directors in October
1994 held two (2) meetings. The committee consists of five members: Francis
J. Aguilar, Chairman, Thomas J. Troup, John S. Anderegg, Jr., Bob J. Jenkins,
and James A. Riggs.
DIRECTOR COMPENSATION
Prior to April 1994, each non-employee Director received a quarterly
retainer fee of $1,500 and an additional $1,000 for each meeting of the Board
of Directors attended. In April 1994 the Directors' fees were modified, and
each non-employee Director currently receives a quarterly retainer fee of
$2,500 and an additional $1,500 for each meeting. In addition, each such
director was reimbursed for travel expenses incurred in connection with his
attendance at meetings of the Board of Directors and the committees thereof.
Under the Automatic Option Grant Program in effect under the Company's
1993 Stock Incentive Plan, each individual who was re-elected as a non-employee
Board member at the 1994 Annual Meeting received an option grant for 10,000
shares of the Company's common stock at an exercise price of $8.00 per share,
the fair market value per share of the Company's common stock on the grant
date. Each individual who first becomes a non-employee Board member after the
1994 Annual Meeting will automatically receive an option grant for 10,000
shares of the Company's common stock upon commencement of Board service. Each
option granted under the Automatic Option Grant Program has a term of ten (10)
years and is immediately exercisable for all of the option shares, but any
purchased shares will be subject to repurchase by the Company at the exercise
price paid per share should the optionee cease Board service prior to vesting
in such shares. The option shares will vest in a series of five (5) equal
annual installments over the optionee's period of Board service, beginning one
(1) year after the grant date. However, each outstanding automatic option
grant will vest in full should the Company be acquired by merger or asset sale
or should there occur a hostile take-over of the Company's outstanding common
stock or a change in the majority of the Board as a result of one or more con-
tested elections for Board membership. Upon the successful completion of a
hostile tender offer for more than fifty percent (50%) of the Company's out-
standing common stock, each automatic option grant may be surrendered to the
Company for a cash payment in an amount per surrendered option share equal to
the greater of (i) the highest tender offer price per share paid for the
Company's common stock or (ii) the fair market value per share on the option
surrender date, less the option exercise price payable per share.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than ten percent (10%) stock-
holders are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely upon review of copies of such
reports furnished to the Company and written representations that no other
reports were required during the year ended December 31, 1994, there was com-
pliance with all Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than ten percent (10%) stockholders. Pursuant
to SEC regulations, a form 5 was filed to report all Executive Officer holdings
of Burr-Brown Stock which were acquired through participation in the Company's
401(K) Plan.
- 6 -
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and each of the
Company's other Executive Officers whose compensation was in excess of $100,000
for the last year for services rendered in all capacities to the Company and
its subsidiaries for the fiscal years ended December 31, 1994, 1993, and 1992.
The individuals included in the table will be hereafter referred to as the
Named Executive Officers.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards (3)
___________________ __________
Other
Annual Options All Other
Name and Compensa- (No. of Compen-
Principal Salary tion Underlying sation
Position Year ($) (1) Bonus($) ($) (2) Shares) ($) (4)
________________ ____ __________ ________ _________ __________ __________
<S> <C> <C> <C> <C> <C> <C>
Thomas R. Brown, 1994 195,000 - - - 2,310
Jr., Chairman of 1993 195,000 - - - 2,249
the Board 1992 169,000 - - - 53,111(5)
Syrus P. Madavi, 1994 190,385(7) 99,000 81,374 300,000 1,288
President and 1993 - - - - -
Chief Executive 1992 - - - - -
Officer(6)
John L. Carter, 1994 160,000 20,000 - 56,000 2,310
Executive Vice 1993 113,731(8) 16,700 - 6,000 1,077
President and 1992 - - - - -
Chief Financial
Officer
<FN>
(1) Includes amounts deferred under the Company's Future Investment Trust Plan
("401(k) Plan").
(2) Represents amounts paid as reimbursement for relocation expenses.
(3) None of the Named Executive Officers were awarded restricted stock in 1994
nor held restricted stock at the end of 1994.
(4) All other compensation includes the contributions made by the Company to
the 401(k) Plan on behalf of each of the Named Executive Officers to match
their salary deferrals under such plan.
(5) Includes the contribution by the Company to the 401(k) Plan in the amount
of $1,224, a contribution of $33,296 to a supplemental retirement plan for
Mr. Brown, and the payment of $18,951 to Mr. Brown to cover his tax
liability with respect to such supplemental retirement contribution.
(6) Mr. Madavi began employment with the Company effective March 1994 at an
annual compensation of $250,000.
(7) Includes payments made to Mr. Madavi in the amount of $6,800 for consult-
ing services performed prior to his employment with the Company.
(8) Includes payments made to Mr. Carter in the amount of $56,500 for consult-
ing services performed prior to his employment with the Company. Mr.
Carter began employment with the Company effective August 1993 at an
annual compensation of $160,000.
</FN>
</TABLE>
- 7 -
<PAGE>
Stock Options
The following table sets forth information concerning the stock options
granted under the Company's Stock Incentive Plan during 1994 to the Named
Executive Officers. The table also sets forth hypothetical gains or potential
"option spreads" for those options at the end of their respective ten-year
terms. These potential realizable values are based on the assumption that the
market price of the Company's common stock will appreciate at the rate of five
percent (5%) and ten percent (10%), compounded annually, from the date the
option was granted to the last day of the full option term. The actual value
realized upon the exercise of these options, if any, will be dependent upon the
future performance of the Company's common stock and overall market conditions.
During 1994 no stock appreciation rights were granted to the Named Executive
Officers.
<TABLE>
Option Grants in 1994
<CAPTION>
Individual Grants Potential
_____________________________________ Realizable
Options Value at Assumed
Granted % of Annual Rates
(No. of Total Exercise of Stock Price
Underly- Options Price Appreciation
ing Granted to Per Expira- Option Term (3)
Shares) Employees Share tion ____________________
Name (1) In 1994 ($) (2) Date 5% ($) 10% ($)
___________________ _______ _________ _______ _______ _________ _________
<S> <C> <C> <C> <C> <C> <C>
Thomas R. Brown, Jr. - - - - - -
Syrus P. Madavi 220,000 42.8 6.75 2/24/04 1,292,343 3,275,032
80,000 15.6 7.19 3/22/04
John L. Carter 56,000 10.9 6.75 2/24/04 237,762 602,532
</TABLE>
(1) The grant dates for the options listed in the above table are as follows:
<TABLE>
<CAPTION>
Options
Name Granted Grant Date
_______________ _______ __________
<S> <C> <C>
Syrus P. Madavi 220,000 2/25/94
80,000 3/23/94
John L. Carter 56,000 2/25/94
</TABLE>
Mr. Madavi's options became exercisable for twenty percent (20%) of the
option shares on April 15, 1994 and the balance of the option shares shall
become exerciseable in four (4) equal and successive annual installments
over the optionee's continued service from April 15, 1994.
In accordance with the terms of his employment, Mr. Carter's option was
exerciseable for one thousand (1,000) shares on March 22, 1994, and became
exerciseable for five thousand (5,000) shares in a series of four equal
monthly installments measured from the grant date. The balance of 50,000
option shares will become exercisable in a series of five equal and
succesive annual installments over the optionee's continued service with
the Company measured from the grant date.
- 8 -
<PAGE>
The shares subject to Mr. Carter's option will become immediately exer-
cisable in the event the Company is acquired by a merger or asset sale,
unless the options are assumed by the acquiring entity. The Plan Adminis-
trator also has the discretionary authority to provide for accelerated
exercisability of Messrs. Madavi's and Carter's option shares upon the
termination of the optionee's employment following a hostile change in
control of the Company, whether by tender offer for more than fifty
percent (50%) of the Company's outstanding voting stock or change in the
majority of the Board effected through one or more proxy contests.
(2) The exercise price may be paid in cash, in shares of the Company's common
stock valued at fair market value on the exercise date or through a cash-
less exercise procedure involving a same-day sale of the purchased shares.
The Company may also finance the option exercise by loaning the optionee
sufficient funds to pay the exercise price for the purchased shares and
the federal and state income or employment tax liability incurred by the
optionee in connection with such exercise. The optionee may be permitted,
subject to the approval of the Plan Administrator, to apply a portion of
the shares purchased under the option (or to deliver existing shares of
common stock) in satisfaction of such tax liability. The Plan Adminis-
trator also has the discretionary authority to reprice outstanding options
through the cancellation of those options and the grant of replacement
options with an exercise price equal to the lower fair market value of the
option shares on the regrant date.
(3) The company has elected to assess the potential realizable value of stock
appreciation using five percent (5%) and ten percent (10%) assumed annual
rates of compounded stock price appreciation as set forth in the Securi-
ties and Exchange Commission guidelines. There is no assurance that the
actual stock price appreciation over the ten-year option term will be at
those assumed rates or at any other level. Unless the market price of the
Company's common stock does in fact appreciate over the option term, no
value will be realized from the option grants.
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information with respect to the
Named Executive Officers concerning the number of shares subject to exercisable
and unexercisable stock options which they held at the end of the 1994 . None
of the Named Executive Officers exercised any options or stock appreciation
rights during 1994 or held any stock appreciation rights at the end of that
year.
<TABLE>
Aggregated Option Values at 1994 Year-End
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Name Options at 1994 Year-End at 1994 Year-End (1)(2)
____________________ __________________________ __________________________
Exercisable Unexercisable Exercisable Unexercisable
___________ _____________ ___________ _____________
<S> <C> <C> <C> <C>
Thomas R. Brown, Jr. 0 0 0 0
Syrus P. Madavi 60,000 240,000 398,000 1,592,000
John L. Carter 12,000 50,000 78,750 337,500
- 9 -
<PAGE>
___________________
<FN>
(1) "In-the-money" options are options whose exercise price was less than the
market price of the Company's common stock on December 31, 1994.
(2) Based upon the market price of $13.50, which was the closing price per
share of the Company's common stock on the Nasdaq National Market on
December 31, 1994, less the option exercise price payable per share.
</FN>
</TABLE>
The table below provides a schedule of estimated annual benefits payable
upon retirement to individuals who participate in the Company's defined benefit
pension plan.
<TABLE>
Annual Retirement Benefits
<CAPTION>
Years of Service
________________________________________
Compensation 5 10 15 20 or More
______________ ________ ________ ________ __________
<S> <C> <C> <C> <C>
$100,000 $ 4,392 $ 8,785 $ 13,177 $ 17,569
125,000 5,642 11,285 16,927 22,569
150,000 6,892 13,785 20,677 27,569
200,000 9,392 18,785 28,177 37,569
</TABLE>
A participant's compensation covered by the Company's retirement plan is
his or her average salary for the five calendar plan years during the last ten
(10) years of the participant's career for which such average is the highest.
Under the retirement plan, contributions are not specifically allocated to
individual participants. The table above shows estimated annual retirement
benefits payable at age sixty-five (65) to participants, based upon the plan
formula equal to 0.5% of final average annual salary plus 0.5% of excess final
average salary over the individual's Social Security covered compensation,
multiplied by years of service, up to a maximum of twenty (20) years. The
estimates do not include Social Security benefits payable from the federal
government and assume that benefits begin at age sixty-five (65) under a
straight life annuity form. The Social Security covered compensation used in
the calculation is that applicable to an individual attaining age sixty-five
(65) in 1994. Compensation covered under the plan for named executives as of
the end of 1994: Brown: $189,150; Madavi: $150,000; Carter: $108,616. The
estimated years of service for each named executive are as follows: Brown:
38.0; Madavi: 0.8; Carter: 1.5.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of Burr-Brown Corporation, it is our duty
to set the base salary of the Company's executive officers and to administer
the Company's Stock Incentive Plan under which grants may be made to them and
other key employees. In addition, we approve the individual bonus programs to
be in effect for the executive officers each year.
- 10 -
<PAGE>
GENERAL COMPENSATION POLICY
The Compensation Committee's fundamental policy is to offer the Company's
executive officers competitive compensation opportunities based substantially
upon their contribution to the financial success of the Company and their
personal performance. Accordingly, each executive officer's compensation
package is comprised of three elements: (i) base salary, which reflects indivi-
dual performance and is designed primarily to be competitive with relevant
salary levels in the industry, (ii) annual variable performance awards payable
in cash and tied to the achievement of performance goals established by the
Committee, and (iii) long-term stock-based incentive awards that strengthen the
mutuality of interests between the executive officers and the Company's stock-
holders. As an officer's level of responsibility increases, a greater portion
of his or her total compensation is to be dependent upon Company performance
and stock price appreciation rather than base salary.
FACTORS. The most important factors considered in establishing the
components of each executive officer's compensation package for 1994 are sum-
marized below. Additional factors were also taken into account. The Committee
may in its discretion apply entirely different factors, particularly different
measures of financial performance, in setting executive compensation for future
years.
* BASE SALARY. The base salary for each officer is set on the basis of
personal performance, the salary levels in effect for comparable positions with
the Company's principal competitors, and internal comparability considerations.
The weight given to each of these factors may vary from individual to
individual.
* ANNUAL INCENTIVE COMPENSATION. The Compensation Committee established
an executive incentive plan for 1994 designed to reward executive officers
based both on the Company's performance for the year and on each executive
officer's individual contributions. The plan established a bonus pool based
upon a percentage of the Company's pre-tax net income after giving effect to
certain deductions, such as contributions to the Company's 401(k) Plan, subject
to achieving a minimum level of pre-tax net income and to a maximum amount
payable under the plan. This bonus pool is then allocated among the Company's
executive officers based upon its determination of their relative contributions
to the Company's profitability. The Committee has not yet determined the basis
on which annual incentive compensation, if any, will be paid to executive
officers for services rendered in 1995.
* LONG-TERM INCENTIVE COMPENSATION. Stock options are designed to align
the interests of the executive officers with those of the stockholders and to
provide each with an equity stake in the business. The Committee has estab-
lished general guidelines for awarding options to executive officers which
takes into account an individual's current position with the Company, compara-
bility with grants made to other Company executives, the number of unvested
shares held by an individual, and an individual's potential for growth within
the Company, i.e., future responsibilities and possible promotions over the
option term. The Committee does not always strictly adhere to these guidelines
and will occasionally vary the size of the option award as circumstances
warrant.
In 1994, the Committee approved the grants of stock options to Syrus P.
Madavi and John L. Carter under the Company's Stock Incentive Plan. The number
of shares subject to each option grant was based on the officer's level of
responsibilities and relative position in the Company. Mr. Madavi joined the
Company in 1994. Each grant allows the officer to acquire shares of the
- 11 -
<PAGE>
Company's common stock at a fixed price per share (the market price on the
grant date) over a specified period of time (up to ten (10) years). Mr.
Carter's option, which was negotiated in connection with his employment, became
exercisable in monthly installments over a six (6) month time period. Each
other option will become exercisable in five (5) equal and successive annual
installments only as the officer continues in the Company's employ. Accord-
ingly, the option will provide a return to the executive officer only if he
remains with the Company and the market price of the shares appreciates over
the option term.
CEO COMPENSATION. Mr. Syrus P. Madavi was appointed Chief Executive
Officer of the Company effective mid-March 1994. The initial compensation
payable to Mr. Madavi was negotiated by the Board of Directors and agreed upon
through arms length discussions with Mr. Madavi. Mr. Madavi's base annual
salary for 1994 was set at an annual rate of $250,000, and his bonus for his
first year of employment was guaranteed at fifty percent (50%) of base salary.
In addition, Mr. Madavi was granted options to purchase a total of 300,000
shares of the Company's Common Stock at the fair market value of the shares on
the grant date.
From January 1, 1994 through mid-March 1994, Mr. Thomas R. Brown, Jr.,
Chairman of the Board, served as the Company's President and Chief Executive
Officer. There was no change in Mr. Brown's base salary in connection with his
performance of these additional duties and he did not receive a bonus or a
stock option grant for his services in 1994.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to publicly held companies for compensation paid to
certain of the corporation's executive officers, to the extent that compensa-
tion exceeds $1 million per officer in any one year. However, compensation
that qualifies as performance-based compensation will not have to be taken into
account for purposes of this limitation. At the 1994 Annual Meeting of Stock-
holders, the Company obtained stockholder approval for the implementation of
the Stock Incentive Plan. As a result, any compensation deemed paid in
connection with the exercise of stock options granted under that plan with an
exercise price equal to the fair market value of the option shares on the grant
date will qualify as performance-based compensation.
Until final Treasury regulations are issued with respect to the new $1
million limitation, the Compensation Committee will defer any decision on
whether or not to restructure other components of the compensation paid to the
executive officers so as to qualify one or more of those components as perfor-
mance-based compensation that will not be subject to the $1 million limitation.
No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries.
Submitted by the Compensation Committee
Burr-Brown Corporation Board of Directors
James A. Riggs
Francis J. Aguilar
- 12 -
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
common stock of the Company with that of the Russell 2000 Index, a broad market
index of companies with comparable market capitalization, and Value Line's
Semiconductors Index, a published line-of-business index. The comparison for
each of the periods assumes that $100 was invested on December 31, 1989 in the
Company's common stock, the stocks included in the Russell 2000 Index and the
stocks included in the Value Line's Semiconductors Index. These indices, which
reflect formulas for dividend reinvestment and weighing of individual stocks,
do not necessarily reflect returns that could be achieved by individual
investors.
(A chart with the following information goes here)
<TABLE>
PERFORMANCE GRAPH FOR BURR-BROWN CORPORATION
Indexed Comparison of 5-Year Cumulative Total Return
Burr-Brown, Russell 2000 Index and Value Line's Semiconductors Index
<CAPTIOM>
1989 1990 1991 1992 1993 1994
________ ________ ________ ________ ________ ________
<S> <C> <C> <C> <C> <C> <C>
Russell 2000 100.00 80.49 117.56 139.20 165.52 162.51
Value Line 100.00 97.79 124.28 198.99 312.28 375.16
Burr-Brown 100.00 69.70 81.82 87.88 78.79 163.64
<FN>
Note: Assumes $100 invested on 12/31/89 in Burr-Brown, Russell 2000 Index and
Value Line's Semiconductors Index. Assumes reinvestment of dividends on
a daily basis.
</FN>
</TABLE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Exchange Act that
might incorporate future filings made by the Company under those statutes,
including this Proxy Statement, the preceding Compensation and Stock Option
Committee Report on Executive Compensation and the preceding Company Stock
Price Performance Graph are not to be incorporated by reference into any such
prior filings; nor will such report or graph be incorporated by reference into
any future filings made by the Company under those statutes.
- 13 -
<PAGE>
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
None of the Named Executive Officers have employment agreements with the
Company, and their employment may be terminated at any time at the discretion
of the Board of Directors. However, the Compensation Committee of the Board of
Directors has the authority as administrator of the Company's Stock Incentive
Plan to provide for the accelerated vesting of the shares of common stock sub-
ject to outstanding options held by the Chief Executive Officer and the other
Named Executive Officers or any unvested shares actually held by those indivi-
duals under the Plan, in the event their employment were to be terminated
(whether involuntarily or through a forced resignation) following a hostile
take-over of the Company effected through a successful tender for more than 50%
of the Company's outstanding common stock or through a change in the majority
of the Board as a result of one or more contested elections for Board member-
ship.
Pursuant to his offer letter, Mr. Madavi is entitled to certain severance
benefits upon termination of his employment, at any time within five (5) years
of the date that he commenced employment, by the Company other than for cause.
Upon such termination of employment, Mr. Madavi would receive severance pay
equal to his then current base salary, until the earlier of (i) his attainment
of new employment or (ii) twelve (12) months from the date his employment was
terminated.
PROPOSAL NO. 2:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young, independent auditors,
to audit the books, records, and accounts of the Company and its subsidiaries
for the year ending December 31, 1995.
The firm of Ernst & Young audits the Company's books annually, has offices
in or convenient to the localities in the United States and foreign countries
where the Company or its subsidiaries operate and is considered to be well
qualified. The Board of Directors recommends that the stockholders approve the
proposal to ratify the selection of Ernst & Young to serve as independent audi-
tors for the current year.
Ernst & Young has no direct or indirect material financial interest in
the Company or any of its subsidiaries. A representative of Ernst & Young is
expected to be present at the Annual Meeting and will be given the opportunity
to make a statement on behalf of Ernst & Young, if they so desire. The repre-
sentative also will be available to respond to questions raised by those in
attendance at the meeting.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. If other matters are properly brought
- 14 -
<PAGE>
before the Annual Meeting, however, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters
in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the Com-
pany's annual meeting of stockholders to be held in 1996 must be received by no
later than November 23, 1995 in order to be included in the proxy statement and
proxy relating to that meeting.
By order of the Board of Directors
Jill H. Rice
Corporate Secretary
March 22, 1995
- 15 -
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BURR-BROWN CORPORATION
Thomas R. Brown, Jr. and Syrus P. Madavi, or either of them, are hereby
appointed as the lawful agents and proxies of the undersigned (with all powers
the undersigned would possess if personally present, including full power of
substitution) to represent and to vote all shares of capital stock of Burr-
Brown Corporation (the "Company") which the undersigned is entitled to vote at
the Company's Annual Meeting of Stockholders on April 21, 1995, and at any
adjournments or postponements thereof as follows:
1. The election of all nominees listed below for the Board of Directors,
as described in the Proxy Statement:
Thomas R. Brown, Jr., Syrus P. Madavi, Thomas J. Troup, John S.
Anderegg, Jr., Bob J. Jenkins, James A. Riggs, Francis J. Aguilar and Marcelo
A. Gumucio.
FOR _____ AUTHORIZATION WITHHELD _____
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
such name or names in the space provided below.)
2. Proposal to ratify the appointment of Ernst & Young as independent
auditors of the Company for the year ending December 31, 1995:
FOR _____ AGAINST _____ ABSTAIN _____
3. Transaction of any other business which may properly come before the
meeting and any adjournment or postponement thereof.
- P-1 -
<PAGE>
The Board of Directors recommends a vote FOR each of the above proposals.
This Proxy will be voted as directed, or, if no direction is indicated, will be
voted FOR each of the above proposals and, at the discretion of the persons
named as proxies, upon such other matters as may properly come before the meet-
ing. This proxy may be revoked at any time before it is voted.
DATE: _______________________, 1995
___________________________________
(Signature)
___________________________________
(Signature if held jointly)
(Please sign exactly as shown on your stock certificate and on the
envelope in which this proxy was mailed. When signing as partner,
corporate officer, attorney, executor, administrator, trustee, guar-
dian or in any other representative capacity, give full title as such
and sign your own name as well. If stock is held jointly, each joint
owner should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
- P-2 -
