<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TEXAS INSTRUMENTS INCORPORATED
----------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
4) Proposed maximum aggregate value of transaction:
[ ] 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:<PAGE>
[Company Logo] TEXAS INSTRUMENTS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 21, 1994
We are pleased to invite you to attend the 1994 Annual Meeting of Stockholders
which will be held on Thursday, April 21, 1994 at the North Building Cafeteria
on the Company's property, 13500 North Central Expressway, Dallas, Texas, at
10:00 a.m. (Dallas time). The meeting will be held for the following purposes:
1. To elect directors for the ensuing year; and
2. To consider and act upon such other matters as may properly come
before the meeting.
Stockholders of record at the close of business on February 22, 1994 are
entitled to notice of and to vote at the annual meeting.
Stockholders are urged to sign, date and return the enclosed proxy as promptly
as possible. You may revoke your proxy at any time before the shares to which
the proxy relates are voted at the meeting.
By Order of the Board of Directors,
RICHARD J. AGNICH
Richard J. Agnich
Senior Vice President,
Secretary and General Counsel
Dallas, Texas
March 2, 1994
<PAGE>
[Company Logo] TEXAS INSTRUMENTS
EXECUTIVE OFFICES: NORTH BUILDING, 13500 NORTH CENTRAL EXPRESSWAY,
DALLAS, TEXAS
MAILING ADDRESS: POST OFFICE BOX 655474, DALLAS, TEXAS 75265-5474
PROXY STATEMENT
March 2, 1994
The board of directors of Texas Instruments Incorporated (the Company or TI)
is requesting your proxy for the Annual Meeting of Stockholders on April 21,
1994. By executing and returning the enclosed proxy card, you authorize the
persons named in the proxy to represent you and vote your shares in connection
with the purposes set forth in the Notice of Annual Meeting.
If you attend the meeting, you may of course vote in person. But if you are
not present, your shares can be voted only if you have returned a properly
executed proxy. If a proxy in the accompanying form is duly executed and
returned, the shares represented thereby will be voted as specified therein,
and if no specification is made, the shares will be voted in accordance with
the recommendations of the board of directors. You may revoke the proxy at any
time before it is exercised.
ELECTION OF DIRECTORS
Directors are to be elected at the Annual Meeting to hold office until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. Unless authority to vote for directors is withheld in the proxy,
the persons named in the proxy will vote for the election of the following
nominees, who have been designated by the board of directors: JAMES R. ADAMS,
JAMES B. BUSEY IV, GERALD W. FRONTERHOUSE, JERRY R. JUNKINS, WILLIAM S. LEE,
WILLIAM B. MITCHELL, DAVID M. RODERICK, GLORIA M. SHATTO, WILLIAM P. WEBER and
CLAYTON K. YEUTTER.
Nominees for Directorship
All of the nominees for directorship are now directors of the Company. While
it is not anticipated that any of the nominees will be unable to serve, if any
nominee is not a candidate for election as a director at the meeting, the
proxy will be voted for the election of a substitute nominee proposed by the
present board of directors or the number of directors will be reduced
accordingly.
<PAGE>
[Photo of J.R. Adams] JAMES R. ADAMS Director
Chair, Audit Committee; member, Board
Organization and Nominating and
Stockholder Relations and Public Policy
Committees.
Group president, Southwestern Bell
Corporation since July 1992; president and
chief executive officer of Southwestern
Bell Telephone Company, 1988-92. Director,
Telefonos de Mexico.
[Photo of J.B. Busey IV] JAMES B. BUSEY IV Director
Member, Board Organization and
Nominating, Finance, Stockholder
Relations and Public Policy and Trust
Review Committees.
President and chief executive officer of
Armed Forces Communications and
Electronics Association since October
1992. Deputy Secretary, Department of
Transportation, 1991-June 1992;
Administrator, Federal Aviation
Administration, 1989-91; retired from U.S.
Navy as Admiral in 1989. Director,
Association of Naval Aviation and S.T.
Research Corporation.
[Photo of G.W. Fronterhouse] GERALD W. FRONTERHOUSE Director
Chair, Trust Review Committee; member,
Audit, Compensation and Finance
Committees.
Consultant. Former chief executive
officer (1985-88) of First RepublicBank
Corporation. Treasurer and director,
Hoblitzelle Foundation; director, Zale
Lipshy University Medical, Inc.; trustee,
Southwestern Medical Foundation and
Children's Medical Foundation.
[Photo of J.R. Junkins] JERRY R. JUNKINS Chairman of the Board,
President and Chief Executive Officer
Chair, Benefit Plans and Finance
Committees; member, Board Organization and
Nominating Committee.
Chairman of the board since 1988;
president and chief executive officer of
the Company since 1985. Joined the
Company in 1959; elected vice president in
1977 and executive vice president
in 1982. Director, Caterpillar Inc. and
The Procter & Gamble Company; member, The
Business Council, The Business Roundtable
and National Academy of Engineering;
trustee, Southern Methodist University.
2
[Photo: W.S. Lee] WILLIAM S. LEE Director
Chair, Compensation Committee; member,
Board Organization and Nominating
Committee.
Chairman of the board and chief executive
officer of Duke Power Company since 1982;
president since 1989. Director, J. P.
Morgan & Co. Incorporated, Morgan Guaranty
Trust Company of New York, Knight-Ridder,
Inc. and The Liberty Corporation; member,
The Business Council and National Academy
of Engineering.
[Photo: W.B. Mitchell] WILLIAM B. MITCHELL Vice Chairman
Member, Benefit Plans and Finance
Committees.
Vice chairman of the Company since
December 1993. Joined the Company in 1961;
elected vice president in 1984 and
executive vice president in 1987.
Director, American Electronics
Association.
[Photo: D.M. Roderick] DAVID M. RODERICK Director
Chair, Board Organization and Nominating
Committee; member, Audit, Compensation and
Finance Committees.
Chairman of the board and chief executive
officer of USX Corporation from 1979 until
retirement in 1989. Director, USX
Corporation, Aetna Life and Casualty
Company, The Procter & Gamble Company and
Kelso & Company; trustee, Carnegie-Mellon
University; member, The Business Council.
[Photo: G.M. Shatto] GLORIA M. SHATTO Director
Chair, Stockholder Relations and Public
Policy Committee; member, Compensation
Committee.
President of Berry College since 1980.
Director, Becton Dickinson and Company,
Georgia Power Company, K mart Corporation
and The Southern Company.
3
[Photo: W.P. Weber] WILLIAM P. WEBER Vice Chairman
Member, Benefit Plans and Finance
Committees.
Vice chairman of the Company since
December 1993. Joined the Company in
1962; elected vice president in 1979 and
executive vice president in 1984.
Director, Semiconductor Industry
Association.
[Photo of C.K. Yeutter] CLAYTON K. YEUTTER Director
Member, Audit, Finance, Stockholder
Relations and Public Policy and Trust
Review Committees.
Of counsel, Hogan & Hartson. Counsellor to
President Bush for domestic policy during
1992; chairman, Republican National
Committee, 1991-February 1992; Secretary,
Department of Agriculture, 1989-91; U.S.
Trade Representative, 1985-89. Director,
B.A.T. Industries P.L.C., Caterpillar
Inc., ConAgra, Inc., FMC Corporation,
Lindsay Manufacturing Co. and Oppenheimer
Funds.
4<PAGE>
The ages and holdings of common stock of the nominees and the year in which
each became a director are as follows:
<TABLE>
<CAPTION>
Common Stock
Director Ownership at
Nominee Age Since December 31, 1993<F1>*
- ---------------------- --- -------- ----------------------
<S> <C> <C> <C>
James R. Adams 54 1989 500
James B. Busey IV 61 1992 600
Gerald W. Fronterhouse 57 1986 1,400
Jerry R. Junkins 56 1984 384,153
William S. Lee 64 1990 2,000
William B. Mitchell 58 1990 99,365
David M. Roderick 69 1986 300
Gloria M. Shatto 62 1992 500
William P. Weber 53 1984 143,890
Clayton K. Yeutter 63 1992 400
- -------------------
<FN>
<F1>*Includes shares subject to acquisition within 60 days by Messrs. Junkins,
Mitchell, and Weber for 337,440, 82,928 and 135,690 shares, respectively, and
shares credited to profit sharing stock accounts for Messrs. Junkins, Mitchell
and Weber in the amounts of 4,758, 2,378 and 2,575, respectively. Each nominee
owns less than 1% of the Company's common stock.
</TABLE>
Board and Committee Meetings
During 1993, the board held eleven meetings. In addition, the following
committees of the board held the number of meetings indicated: Audit, six;
Benefit Plans, three; Board Organization and Nominating, seven; Compensation,
nine; Finance, seven; Stockholder Relations and Public Policy, four; and Trust
Review, four. Overall attendance at board and committee meetings was
approximately 94%.
Committees of the Board
The Audit Committee has the responsibility to make recommendations to the
board with respect to the appointment of the independent public accountants
and other matters. This committee also has the responsibility to approve
certain non-audit services of the independent public accountants; to review
the scope of the annual audit, proposed changes in major accounting policies,
reports of compliance of management and operating personnel with the Company's
code of ethics and other matters; and to report to the board concerning the
adequacy of the Company's system of internal accounting controls, other
factors affecting the integrity of published financial reports and other
matters.
The Benefit Plans Committee has the responsibility to institute, revise or
terminate incentive plans of the Company other than plans approved by
stockholders, and institute, revise or terminate pension, profit sharing and
other benefit plans, other than any incentive or benefit plan or amendment
thereto that would benefit only officers of the Company or disproportionately
benefit officers more than other employees. This committee also has the
responsibility to report to the board concerning general levels of increases
in compensation for employees, compensation and benefits philosophies and
programs of the Company and other matters.
5
The Board Organization and Nominating Committee has the responsibility to make
recommendations to the board with respect to nominees to be designated by the
board for election as directors, the structure, size and composition of the
board, compensation of board members, the organization and responsibilities of
board committees and other matters. This committee also has the responsibility
to report to the board concerning the general responsibilities and functions
of the board, a desirable balance of expertise among board members, overall
Company organizational health, with particular reference to succession plans
for top management positions within TI, and other matters.
Any stockholder who wishes to recommend a prospective nominee for the board of
directors for the committee's consideration may write David M. Roderick,
Chair, Board Organization and Nominating Committee, c/o Texas Instruments
Incorporated, Post Office Box 655474, M.S. 407, Dallas, Texas 75265-5474.
The Compensation Committee has the responsibility to make changes in officers'
compensation and to take actions that are required to be taken by the
committee under the Company's incentive plans, stock option plans, stock
option purchase plans and other employee benefit plans. This committee also
has the responsibility to make recommendations to the board with respect to
revisions in and actions under such plans that are required to be approved by
the board, the institution of plans that benefit only officers of the Company
or disproportionately benefit officers of the Company more than other
employees, the institution of plans permitting the issuance of stock of the
Company and other matters.
The Finance Committee has the responsibility to make recommendations to the
board with respect to the annual capital authorization funding level,
issuance of equity and long-term debt and other matters. This committee also
has the responsibility to approve the annual financing plan and other
matters; and to report to the board concerning developments in financial
markets and other matters.
The Stockholder Relations and Public Policy Committee has responsibility to
make recommendations to the board with respect to matters bearing on the
relationship between management and stockholders, public issues and other
matters. This committee also has the responsibility to report to the board
concerning the contribution policies of the Company and of the TI Foundation,
revisions in TI's code of ethics and other matters.
The Trust Review Committee has the responsibility to make recommendations to
the board with respect to the selection of trustees of benefit plan trust
funds, assignment of funds to trustees and establishment and amendment of
funding policies and methods of benefit plans and other matters. This
committee also has the responsibility to select investment managers and assign
funds to investment managers of benefit plan trust funds; to approve the
compensation of trustees and investment managers and other matters; and to
report to the board concerning the performance and adequacy of trustees and
investment managers.
Directors Compensation
Directors who are not employees are annually paid a retainer of $40,000, a fee
of $7,500 for each committee on which they serve, $2,500 for service as a
committee chair, $2,500 for attendance at the Company's strategic planning
conference, and $2,500 for attendance at the Company's annual planning
conference. Compensation for other designated activities, such as visits to TI
facilities and attendance at certain company events, is provided at the rate
of $1,000 per day. In 1993, the Company made payments (an aggregate of
$26,669) relating to premiums for life, medical, dental, travel and accident
insurance policies covering directors.
Subject to certain limitations, directors may elect that all or part of their
fees be deferred until retirement from the board or other specified times.
Deferred fees earn interest from the Company at a rate (currently based on
interest rates on certain certificates of deposit) determined from time to
time by the board or the Compensation Committee.
6
The Company maintains a directors retirement plan under which directors who
have not at any time been entitled to receive benefits under a pension plan
maintained by the Company will, upon retirement from the board, death, or
disability, after at least five years of service as a director, be entitled to
receive benefits. The benefits will be payable for life, or if greater, the
number of years served as a director, and will be in an annual amount equal to
75% of the annual retainer payable to directors for the year in which the
director retires, dies, or becomes disabled. Individuals who were directors on
February 18, 1994 will receive a reduced benefit equal to 60% of the annual
retainer payable to directors for the year in which they retire unless they
elect to forego life, medical, dental and accident insurance currently
provided by the Company. Directors may elect to receive the retirement
benefit in the form of a lump sum payment in lieu of periodic payments.
Each director who has completed five years of service as a member of the board
of directors, and whose board membership terminates as a result of
ineligibility for reelection after the attainment of a specified age or, in
the case of non-employee directors, as a result of death or disability, will
be eligible to participate in a Director Award Program. The program was
established to promote the Company's interest in supporting educational
institutions. The Company may contribute a total of $500,000 with respect to
each eligible director to up to three eligible educational institutions (or
other charitable institutions approved by the Board Organization and
Nominating Committee) recommended by the director and approved by the Company.
The contributions will be made in five annual installments of $100,000 each,
commencing as soon as practicable following the director's death. Directors
derive no financial benefit from the program and all charitable deductions
will accrue solely to the Company.
EXECUTIVE COMPENSATION
Compensation Overview
The Company is committed to building shareholder value through improved
performance and growth. To achieve this objective, TI seeks to create an
environment in which employees recognize that they are valued as individuals
and treated with respect, dignity and fairness.
The Company uses a merit-based system of compensation to encourage individual
employees to achieve their productive and creative potential, and to link
individual financial goals to Company performance. The Company regularly
compares its compensation system with those of competitors and refines its
system as necessary to encourage a motivated and productive work force.
The following tables provide information regarding the compensation of the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers.
7<PAGE>
Summary Compensation Table
The following table sets forth information with respect to the compensation of
the Company's Chief Executive Officer and each of the four other most highly
compensated executive officers for services in all capacities to the Company
in 1991, 1992 and 1993.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------------- ------------------------------------
Awards Payouts
------------------- --------------
Other Restricted Stock
Name and Annual Stock Options Long-Term All Other
Principal Compensation Awards (in Incentive Plan Compensa-
Position Year Salary Bonus <F1>(1) <F2>(2) Shares) Payouts tion<F3>(3)
- --------------- ---- -------- -------- ------------ ---------- ------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.R. Junkins 1993 $691,850 $740,000 -- 0 50,000 0 $71,032
Chairman, 1992 $600,000 $300,000 -- $262,500 50,000 0 $12,678
President 1991 $600,000 0 -- 0 60,000 0 $11,600
& CEO
W.B. Mitchell 1993 $348,100 $320,000 -- 0 22,000 0 $37,248
Vice 1992 $333,500 $150,000 -- $102,900 25,000 0 $ 8,890
Chairman 1991 $306,000 0 -- 0 30,000 0 $ 7,945
W.P. Weber 1993 $382,800 $400,000 -- 0 22,000 0 $36,522
Vice 1992 $367,600 $150,000 -- $102,900 25,000 0 $ 6,955
Chairman 1991 $345,600 0 -- 0 30,000 0 $ 6,239
W.F. Hayes 1993 $277,700 $300,000 -- 0 15,000 0 $25,752
Executive 1992 $248,200 $130,000 -- $ 87,500 15,000 0 $ 5,207
Vice President 1991 $225,350 0 -- $ 37,563 13,000 0 $ 4,738
R.J. Agnich 1993 $298,200 $250,000 -- $ 75,208 18,000 0 $28,894
Senior 1992 $276,900 $110,000 -- $154,350 18,000 0 $ 5,340
Vice President, 1991 $260,400 0 -- 0 15,000 0 $ 4,933
Secretary &
General Counsel
- -----------------------
<FN>
<F1>(1)The dollar value of perquisites and other personal benefits for each of
the named executive officers was less than the established reporting
thresholds.
<F2>(2)(a) For purposes of the table, stock awarded under the Company's
former Incentive Compensation Plan is valued at market on the date of award.
(b) The vesting schedule for the stock awarded to Mr. Agnich in 1993 under
the Company's former Incentive Compensation Plan is 1,340 shares, payable
first quarter 1994 (450 shares), first quarter 1995 (445 shares) and first
quarter 1996 (445 shares).
(c) The vesting schedule for the stock awarded in 1992 under the Company's
former Incentive Compensation Plan is as follows: Mr. Junkins, 7,500 shares,
payable first quarter 1993 (3,750 shares) and first quarter 1994 (3,750
shares); Mr. Mitchell, 2,940 shares, payable first quarter 1993 (1,500 shares)
and first quarter 1994 (1,440 shares); Mr. Weber, 2,940 shares, payable first
quarter 1993 (1,500 shares) and first quarter 1994 (1,440 shares); Mr. Hayes,
2,500 shares, payable first quarter 1993 (1,500 shares) and first quarter 1994
(1,000 shares); and Mr. Agnich, 4,410 shares, payable first quarter 1993
(2,205 shares) and first quarter 1994 (2,205 shares).
(d) The vesting schedule for the stock awarded to Mr. Hayes in 1991 under the
Company's former Incentive Compensation Plan is 1,000 shares, payable first
quarter 1992.
(e) At December 31, 1993, the total number and value of unvested shares were
as follows: Mr. Junkins, 3,750 shares, valued at $238,125; Mr. Mitchell, 1,440
shares, valued at $91,440; Mr. Weber, 1,440 shares, valued at $91,440; Mr.
Hayes, 1,000 shares valued at $63,500; and Mr. Agnich, 3,545 shares, valued at
$225,108.
(f) Dividend equivalent payments are paid on stock incentive awards at the
same rate as dividends on the Company's common stock.
8
<F3>(3) During 1993, the Company made payments relating to premiums with
respect to life, travel and accident insurance policies in the following
amounts: Mr. Junkins, $11,349; Mr. Mitchell, $5,363; Mr. Weber, $3,201; Mr.
Hayes, $993; and Mr. Agnich, $1,333.
During 1993, the Company made matching contributions to the cash or deferred
compensation account (401(k)) under the U.S. profit sharing plan in the
following amounts: Mr. Junkins, $4,497; Mr. Mitchell, $4,496; Mr. Weber,
$4,497; Mr. Hayes, $4,497; and Mr. Agnich, $4,497.
For 1993, the profit sharing contributions (plus the ERISA reductions for
which the Company will provide an offsetting supplemental benefit) were as
follows: Mr. Junkins, $55,186; Mr. Mitchell, $27,389; Mr. Weber, $28,824; Mr.
Hayes, $20,262; and Mr. Agnich, $23,064.
</TABLE>
<PAGE>
Table of Option Grants in 1993
The following table sets forth details regarding stock options granted to the
named executive officers in 1993. In addition, there are shown the
hypothetical gains or "option spreads" that would exist for the respective
options. These gains are based on assumed rates of annual compound stock
appreciation of 5% and 10% from the date the options were granted over the
full option term.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock Price
Appreciation for Option Term (10 Years)
----------------------------------------------------------------
5% 10%
Options % Of Total ----------------------------- ---------------------------------
Granted Options Stock Stock
(in Granted to Exercise Expir- Price(per Price (per
shares) Employees Price (per ation share) share)
Name <F1>(1) in 1993 share) Date <F2>(2) Gain <F2>(2) Gain
- --------------- ------- ---------- ---------- ------- --------- ------------------- ---------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.R. Junkins 50,000 5.8 $54.75 4/15/03 $89.18 $1,721,599 $142.01 $4,362,870
W.B. Mitchell 22,000 2.6 $54.75 4/15/03 $89.18 $ 757,504 $142.01 $1,919,663
W.P. Weber 22,000 2.6 $54.75 4/15/03 $89.18 $ 757,504 $142.01 $1,919,663
W.F. Hayes 15,000 1.7 $54.75 4/15/03 $89.18 $ 516,480 $142.01 $1,308,861
R.J. Agnich 18,000 2.1 $54.75 4/15/03 $89.18 $ 619,776 $142.01 $1,570,633
All stockholders $89.18 $2,859,000,132<F3>(3) $142.01 $7,245,267,664<F3>(3)
Employees $89.18 $ 243,569,904<F4>(4) $142.01 $ 617,253,959<F4>(4)
through TI profit
sharing plans
- -------------------
<FN>
<F1>(1) These nonqualified options may become exercisable on a graduated
basis beginning after one year if specified earnings per share levels are
attained. These options are fully exercisable during the ninth and tenth year
without regard to earnings per share and also may become fully exercisable in
the event of a change in control (as defined in the options) of the Company.
Currently, the exercise price may be paid by delivery of already-owned shares
and tax withholding obligations related to exercise may be paid in shares,
subject to certain conditions.
<F2>(2) The price of TI common stock at the end of the 10-year term of the
stock options granted at a 5% annual appreciation would be $89.18 and at a 10%
annual appreciation would be $142.01.
<F3>(3) The gain is calculated from $54.75, the exercise price of the options
listed above, based on all the outstanding shares of common stock on April 15,
1993, the grant date of the options.
<F4>(4) The data presented for all employees represents the gain employees
would realize through the appreciation of the stock price of TI stock held in
TI profit sharing plans from the date of grant of the stock options listed
above, assuming 5% and 10% annual appreciation over the 10-year option term.
</TABLE>
9<PAGE>
Table of Option Exercises in 1993 and Year-End Option Values
The following table sets forth information with respect to the named executive
officers concerning the exercise of options during 1993, and unexercised
options held as of December 31, 1993.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares December 31, 1993<F3>(3) December 31, 1993 <F2>(2)<F3>(3)
Acquired on Value ----------------------------- --------------------------------
Name Exercise<F1>(1) Realized<F2>(2) Exercisable Unexercisable Exercisable Unexercisable
- ------------- --------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.R. Junkins 32,310 $ 921,800 165,452 258,238 $4,577,705 $6,092,583
W.B. Mitchell 72,762 $1,204,123 0 124,238 0 $2,943,533
W.P. Weber 30,000 $ 591,750 48,762 128,238 $1,110,617 $3,026,843
W.F. Hayes 13,876 $ 296,048 28,174 60,450 $ 589,508 $1,358,078
R.J. Agnich 27,159 $ 775,215 4,302 75,288 $ 81,463 $1,708,640
- ---------------------
<FN>
<F1>(1) These shares were acquired upon the exercise of options granted from
1983 through 1985 in the case of Mr. Junkins; from 1983 through 1988 in the
case of Mr. Mitchell; in 1984 in the case of Mr. Weber; and 1983 through 1986
in the case of Messrs. Hayes and Agnich.
<F2>(2) Market value of underlying securities at exercise date or year-end,
as the case may be, minus the exercise price.
<F3>(3) Exercisable options or portions thereof relate to options granted
during 1985-1988; unexercisable options or portions thereof relate to options
granted during 1985-1993.
</TABLE>
10<PAGE>
Pension Plan Table
The following table sets forth the approximate annual benefits relating to the
U.S. pension plan that would be payable as of December 31, 1993 under various
assumptions as to average credited earnings (as defined in the plan) and years
of credited service (as defined in the plan) to employees in higher salary
classifications who are 65 years of age as of such date. Benefits are based on
eligible earnings. Eligible earnings include (a) salary as shown in the
summary compensation table; (b) bonus as shown in the summary compensation
table; and (c) the value, at the time of payment, of stock awarded under the
Company's former Incentive Compensation Plan (see "Restricted Stock Awards"
column, and related footnote, in the summary compensation table). Other
elements of compensation shown in the summary compensation table or referred
to in the footnotes to that table are not included in eligible earnings.
<TABLE>
<CAPTION>
Estimated Annual Benefits Under Pension Plan for
Specified Years of Credited Service<F2>(2)<F3>(3)
Average --------------------------------------------------------------------
Credited
Earnings
<F1>(1) 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years 45 Years
- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$250,000 $ 53,694 $ 71,593 $ 89,491 $107,389 $125,287 $144,037 $162,787
$350,000 $ 76,194 $101,593 $126,991 $152,389 $177,787 $204,037 $230,287
$450,000 $ 98,694 $131,593 $164,491 $197,389 $230,287 $264,037 $297,787
$550,000 $121,194 $161,593 $201,991 $242,389 $282,787 $324,037 $365,287
$650,000 $143,694 $191,593 $239,491 $287,389 $335,287 $384,037 $432,787
$750,000 $166,194 $221,593 $276,991 $332,389 $387,787 $444,037 $500,287
$850,000 $188,694 $251,593 $314,491 $377,389 $440,287 $504,037 $567,787
- --------------------
<FN>
<F1>(1) Calculated by dividing (a) the average annual eligible earnings
during the five consecutive years of highest earnings prior to 1993 multiplied
by the total years of credited service prior to 1993, plus 1993 eligible
earnings, by (b) the total years of credited service.
At December 31, 1993, the named executive officers were credited with the
following years of credited service and had the following average credited
earnings, respectively, under the U.S. pension plan: Mr. Junkins, 35 years,
$767,137; Mr. Mitchell, 32 years, $404,737; Mr. Weber, 32 years, $443,324; Mr.
Hayes, 26 years, $287,556; and Mr. Agnich, 21 years, $335,978.
<F2>(2) If the amount otherwise payable under the pension plan should be
restricted by the applicable provisions of the Employee Retirement Income
Security Act, the amount in excess of the Act's restrictions will be paid by
the Company.
<F3>(3) The benefits under the plan are computed as single life annuity at
age 65. The amounts shown in the table reflect the offset provided in the
pension plan under the pension formula adopted July 1, 1989 to comply with
social security integration requirements. The integration offset is $2,556 for
15 years of credited service, $3,407 for 20 years of credited service, $4,259
for 25 years of credited service, $5,111 for 30 years of credited service,
$5,963 for 35 years of credited service, $5,963 for 40 years of credited
service and $5,963 for 45 years of credited service.
</TABLE>
11<PAGE>
Early Retirement Agreements
The Company has a policy providing for optional early retirement agreements
for the chairman of the board, the president and such other personnel as the
board of directors may designate, upon attainment of age 58 and such minimum
lengths of service as the board may specify. Participants enter into early
retirement agreements with the Company which among other things prohibit
competition with the Company until the attainment of age 69. Payments under
the agreements are based on the difference between the retirement benefits the
individual is to receive from the Company's U.S. pension plan and the
retirement benefits the individual would have received from the pension plan
had the individual remained in employment with the Company until the
attainment of age 65 at a rate of compensation equal to the average annual
eligible earnings (as defined in the pension plan) received during the three
years immediately preceding early retirement. The individual may elect
payment under the early retirement agreement in the form of monthly payments
for life, monthly payments to the individual or the individual's estate or
survivors until the date of the individual's 69th birthday, or a 50% joint and
survivor's payment.
12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the board of directors has furnished the
following report on executive compensation paid or awarded to executive
officers for 1993:
The executive compensation program is administered by the Compensation
Committee of the board of directors (the Committee), which is composed of the
individuals listed below, all of whom are independent directors of the
corporation. The program consists of base salaries, annual incentive awards
and long-term compensation. At higher management levels, the mix of
compensation is weighted more to the performance-based components--annual
incentive and long-term compensation.
In determining the compensation of the executive officers, the Committee
considered guidelines developed for each component of compensation. As
indicated below, the guidelines took account of compensation practices of
competitor companies (as reported in various surveys administered by national
compensation consulting firms) and the relative performance of TI and
competitor companies. The competitor companies are primarily major high-
technology competitors in one or more of the markets - semiconductor, defense
and information technology - in which the Company operates. While many of
these companies are included in the S&P High-Technology Composite Index
appearing in the graph regarding total shareholder return on page 16, these
companies are not the same as the companies comprising that index. Each
guideline was set including the best available data from as many competitor
companies as practicable. The Committee also considered the performance of
the executive officers toward the Company's prior year and long-term strategic
objectives; in this connection, the CEO made recommendations regarding the
components of each executive's compensation package except his own.
In its considerations, the Committee did not assign quantitative relative
weights to different factors or follow mathematical formulae. Rather, the
Committee exercised its discretion and made a judgment after considering the
factors it deemed relevant.
The Committee's decisions regarding 1993 executive compensation were designed
to: (1) align the interests of executives with the interests of the
stockholders by providing performance-based awards; and (2) allow the Company
to compete for and retain executives critical to the Company's success by
providing an opportunity for compensation that is comparable to the levels
offered by other companies in our markets.
Section 162(m) of the Internal Revenue Code denies a deduction to any publicly
held corporation for compensation paid to a "covered employee" in a taxable
year to the extent that the employee's compensation exceeds $1 million. In
December 1993, the Internal Revenue Service published proposed regulations
governing the $1 million deductibility cap. Pursuant to those proposed
regulations, the Company's "covered employees" will be those who, at the end
of the year, are the chief executive officer and the four other highest
compensated officers of the Company as determined under the rules of the
Securities and Exchange Commission governing executive compensation
disclosure.
Under the transitional rules set forth in the proposed regulations, all
compensation attributable to stock options granted under the Company's Long-
Term Incentive Plan prior to the Company's 1997 Annual Meeting is expected to
qualify for deductibility under Section 162(m). Also, the Committee expects
that the annual incentive awards granted to date to the Company's executive
officers will, together with their 1994 salaries and any other compensation
paid to them in 1994, qualify for deductibility. The Committee's policy with
respect to qualifying other compensation to be paid to its executive officers
in the future has not yet been determined.
13
Annual Compensation
Annual compensation (base salary and annual incentive) guidelines were
established such that TI executives will receive a level of annual
compensation at, above or below the median annual compensation paid by
competitor companies depending upon whether TI's actual ROA is at, above or
below its internally established performance threshold, as described below.
Base Salary. Base salary guidelines were established at the median level of
salaries for similarly situated executives of competitor companies, or of
organizations within competitor companies, of similar size (in terms of total
revenue). The Committee in its discretion, made recommendations regarding
officer salaries to the board in January 1993 at what it considered to be
appropriate levels after reviewing performance toward prior year objectives
(such as attaining positive cash flow for 1992) and long-term strategic
objectives (such as a shift in the product mix of the Company's semiconductor
business, or achievement of a target sustained after-tax return on total
assets for a specific Company unit or, in the case of the CEO, the Company
itself).
In January 1993, the CEO received a base salary adjustment to an annual salary
rate of $700,200. Although the Company's guidelines are to provide base
salary at the median of competitor companies, the Committee had not adjusted
Mr. Junkins' salary in the prior two years. Noting the improvement in the
financial performance of the Company during 1992, as evidenced by a return to
profitability, the Committee adjusted Mr. Junkins' salary to the level stated
above, which, in the Committee's judgment, remained somewhat below the median
of CEOs of competitor companies.
Annual Incentive. The Committee determined annual incentive awards in
December 1993 and January 1994. As the performance component of annual
compensation, the annual incentive award varies significantly based on the
Company's profitability and the individual's contribution toward the Company's
performance. The performance threshold established for purposes of
determining annual incentive awards is stated in terms of after-tax return on
total assets (ROA). The ROA performance threshold was established for 1993
taking into account (a) the ROA performance, in recent years, of competitor
companies, and (b) the ROA the Company believes would be likely to increase
shareholder value over the long term.
Taking into account each executive's contributions toward prior year
objectives and the degree to which TI's ROA performance exceeded the ROA
performance threshold, the Committee granted annual incentive awards to TI's
executive officers such that the level of the officers' annual compensation
(base salary plus incentive award) for 1993 slightly exceeded the median of
competitors' annual compensation.
In determining the CEO's annual incentive award, the Committee noted that
progress was made in a number of strategic milestones, essential for achieving
the Company's goal of sustained ROA performance and building shareholder
value. In semiconductors, operating margins increased sharply as
differentiated products increased to about 50% of total semiconductor
revenues. In defense electronics, profit margins were maintained despite the
continued decline in U.S. defense spending. For information technology, new
client/server software was successfully introduced to market and actions taken
to improve financial performance. With success in cycle-time reduction and
asset management programs, TI generated a positive cash flow, despite the
higher level of capital expenditures. Collectively, these accomplishments
have permitted an acceleration in the R&D in 1993 by more than $100 million,
laying the foundation for TI's future growth. Taking into account these
performance factors and the degree to which TI's ROA exceeded the performance
threshold, the Committee granted Mr. Junkins an annual incentive award of
$740,000 for 1993. Mr. Junkins' annual compensation (base salary plus
incentive award) for 1993 approximated the median for competitor companies.
14
Long-Term Compensation
The Committee determined long-term compensation in April 1993. Stock options
constitute TI's primary long-term incentive vehicle. Stock options granted in
1993 were granted at 100% of fair market value on the date of grant, have a
10-year term and do not become exercisable until after eight years, although
exercisability may be accelerated to the extent that earnings per share goals
are achieved (or in the event of a change in control of the Company). Any
value received by the executive from an option grant depends completely upon
increases in the price of TI common stock.
Guidelines for awards granted under TI's long-term incentive program were set
with the intention of providing TI executives an opportunity for financial
gain equivalent to the median opportunity provided by competitor companies
through all their long-term compensation programs. For this purpose, the
future rate of appreciation of the shares underlying stock-based awards is
assumed to be the same for all companies. Although not considered in
establishing guidelines for stock option grants, the size of prior grants was
considered in administering the guidelines.
The Committee reviewed the guidelines. Taking into account each executive's
contribution toward prior year objectives and expected contribution toward
meeting the Company's long-term strategic objectives, the Committee
determined to follow the guidelines for all but the CEO and one other
executive officer. In the case of the General Counsel, the Committee granted
stock options slightly in excess of the guidelines and also granted a stock
award of 1340 shares in recognition of his contribution to the generation of
significant royalty revenues and the ongoing protection of the Company's
intellectual property rights. The stock award vests over a period of three
years.
In determining the CEO's stock option grant, the Committee reviewed progress
made toward the Company's long-term objectives: a shift in the product mix of
the semiconductor business toward differentiated products was proceeding ahead
of schedule; steady progress was being made toward meeting the Company's ROA
goal; profit margins were being maintained in defense electronics while sizing
that business to a smaller market; and R&D investments were being increased in
areas that could provide significant new business opportunities for the
Company. The Committee determined that the grant of the option to purchase
50,000 shares at a price per share of $54.75 (the market value of TI's common
stock on the date of grant), would, in its judgment, provide the CEO with a
competitive financial opportunity. Although substantial progress was made
toward the Company's long-term objectives, the option grant was, in the
Committee's judgment, slightly below the median; the Committee anticipates
that as this progress toward the objectives is sustained, future grants will
be nearer to or may exceed the median. Until the year 2001, the
exercisability of the option depends primarily on the achievement of specific
earnings per share goals.
William S. Lee, Chair David M. Roderick
Gerald W. Fronterhouse Gloria M. Shatto
15
COMPARISON OF TOTAL SHAREHOLDER RETURN
The following graph sets forth TI's total shareholder return as compared to
the S&P 500 Index and the S&P High-Technology Composite Index over a five-year
period, beginning December 31, 1988, and ending December 31, 1993. The total
shareholder return assumes $100 invested at the beginning of the period in TI
Common Stock, the S&P 500, and the S&P High-Technology Composite Index. It
also assumes reinvestment of all dividends.
[Performance graph filed March 1, 1994 in paper pursuant to Regulation S-T]
<TABLE>
<CAPTION>
Dec-88 Dec-89 Dec-90 Dec-91 Dec-92 Dec-93
<S> <C> <C> <C> <C> <C> <C>
Texas Instruments $100 $ 89 $ 96 $ 80 $123 $170
S&P 500(R) $100 $132 $128 $166 $179 $197
S&P(R) High Tech $100 $ 99 $101 $115 $120 $147
Composite Index
</TABLE>
*Assumes that the value of the investment in TI Common Stock and each index
was $100 on December 31, 1988, and that all dividends were reinvested.
**Year ending December 31.
16<PAGE>
ADDITIONAL INFORMATION
Voting Securities
As of February 22, 1994, there were outstanding 91,313,184 shares of the
Company's common stock, which is the only class of capital stock entitled to
vote at the meeting. Each holder of common stock is entitled to one vote for
each share held. As stated in the Notice of Meeting, holders of record of the
common stock at the close of business on February 22, 1994 will be entitled to
vote at the meeting or any adjournment thereof.
The following table sets forth certain information concerning (a) the only
persons that have reported beneficial ownership of more than 5% of the common
stock of the Company, and (b) the ownership of the Company's common stock by
the named executive officers, and all executive officers and directors as a
group.
<TABLE>
<CAPTION>
Shares Owned At Percent of
Name and Address December 31, 1993 Class
- ------------------------------ ----------------- ----------
<S> <C> <C>
FMR Corp. 8,353,555<F1>(1) 9.2%
82 Devonshire Street
Boston, MA 02109
Bankers Trust New York Corporation 8,222,283<F2>(2) 9.1%
280 Park Avenue
New York, NY 10017
Jerry R. Junkins 384,153<F3>(3) <F5>*
William B. Mitchell 99,365<F3>(3) <F5>*
William P. Weber 143,890<F3>(3) <F5>*
William F. Hayes 72,916<F3>(3) <F5>*
Richard J. Agnich 60,499<F3>(3) <F5>*
All executive officers and 1,160,987<F4>(4) 1.3%
directors as a group
- --------------------
<FN>
<F5>*Less than 1%.
<F1>(1) The Company understands that, as of December 31, 1993, (a) FMR Corp.
and its chairman, Edward C. Johnson 3d, had sole dispositive power with
respect to all of the above shares and FMR Corp. has sole voting power with
respect to 439,276 of the above shares, and (b) the above shares include
7,547,949 shares beneficially owned by Fidelity Management & Research Company,
a wholly-owned subsidiary of FMR Corp., as a result of acting as investment
adviser to several investment companies.
<F2>(2) Includes 6,381,626 shares held in profit sharing stock accounts of he
Company's employees and 272,524 shares not yet allocated to employees'
accounts under the U.S. profit sharing trusts served by Bankers Trust Company
of the Southwest, a subsidiary of Bankers Trust New York Corporation, as
trustee. Under the terms of the trust, the trustee votes the shares in each
employee's account in accordance with the employee's wishes.
<F3>(3)Includes shares subject to acquisition within 60 days by Messrs.
Junkins, Mitchell, Weber, Hayes and Agnich for 337,440, 82,928, 135,690,
65,124 and 52,245 shares, respectively, and shares credited to profit sharing
stock accounts for Messrs. Junkins, Mitchell, Weber, Hayes and Agnich in the
amounts of 4,758, 2,378, 2,575, 1,416 and 1,769 respectively.
<F4>(4)Includes (a) 1,001,298 shares subject to acquisition within 60 days,
and (b) 34,377 shares credited to profit sharing stock accounts.
</TABLE>
17
Cost of Solicitation
The solicitation is made on behalf of the board of directors of the Company.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, the Company will make arrangements with brokerage houses
and other custodians, nominees and fiduciaries to send proxies and proxy
material to their principals and will reimburse them for their expenses in so
doing. Officials and regular employees of the Company, without additional
compensation, may solicit proxies personally, by telephone or telegram, from
some stockholders if proxies are not promptly received. In addition, the
Company has retained Georgeson & Company, Inc. to assist in the solicitation
of proxies at a cost of $15,000 plus out-of-pocket expenses.
Proposals of Stockholders
The deadline for receipt of stockholder proposals for inclusion in the
Company's 1995 proxy material is November 2, 1994.
Suggestions from stockholders concerning the Company's business are welcome
and all will be carefully considered by the Company's management. To assure
appropriate board review of such suggestions, the Stockholder Relations and
Public Policy Committee of the board of directors periodically reviews
correspondence from stockholders and management's responses. Through this
activity, stockholders are provided access at the board level without having
to resort to formal stockholder proposals. As a general matter, the board
would prefer that stockholders present their views through the mechanism
provided by its Stockholder Relations and Public Policy Committee rather than
through the process of formal stockholder proposals.
Vote Required
The ten nominees for election as directors at the 1994 Annual Meeting of
Stockholders who receive the greatest number of votes cast at that meeting by
the holders of the Company's common stock entitled to vote at that meeting, a
quorum being present, shall become directors at the conclusion of the
tabulation of votes. An affirmative vote of the holders of a majority of the
voting power of the Company's common stock, present in person or represented
by proxy and entitled to vote at the meeting, a quorum being present, is
necessary to approve any other matters as may properly come before the
meeting. Under Delaware law and the Company's Restated Certificate of
Incorporation and By-Laws, the aggregate number of votes entitled to be cast
by all stockholders present in person or represented by proxy at the meeting,
whether those stockholders vote FOR, AGAINST or abstain from voting, will be
counted for purposes of determining the minimum number of affirmative votes
required for approval of such matters, and the total number of votes cast FOR
each of these matters will be counted for purposes of determining whether
sufficient affirmative votes have been cast. An abstention from voting on a
matter by a stockholder present in person or represented by proxy at the
meeting has the same legal effect as a vote AGAINST the matter even though the
stockholder or interested parties analyzing the results of the voting may
interpret such a vote differently.
Other Matters
Section 16(a) of the Securities Exchange Act of 1934 requires certain persons,
including the Company's directors and executive officers, to file reports with
the Securities and Exchange Commission regarding beneficial ownership of
certain equity securities of the Company. During 1993, John W. White, a former
vice president of the Company, filed one late report.
18
The firm of Ernst & Young has been selected by the board of directors,
pursuant to the recommendation of its Audit Committee, as independent auditors
for the Company. Representatives of such firm are expected to be present, and
to be available to respond to appropriate questions, at the annual meeting.
They will have the opportunity to make a statement if they desire to do so;
they have indicated that, as of this date, they do not desire to do so.
By Order of the Board of Directors,
RICHARD J. AGNICH
Richard J. Agnich
Senior Vice President,
Secretary and General Counsel
Dallas, Texas
March 2, 1994
19<PAGE>
Graphic and Image Information Appendix
Photos of the directors appear to the left of each director s biographical
information on pages 2, 3 and 4.
A performance graph showing five year cumulative total return among the
Company, the S&P 500 Index and the S&P High-Tech Composite Index appears on
page 16. The coordinates used in the graph also appear on page 16.<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
April 21, 1994
March 2, 1994
TO: Participants in TI's Profit Sharing Plans
The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement
relate to shares of common stock of Texas Instruments Incorporated held by the
Trustees for your profit sharing accounts.
As noted in the Proxy Statement, the TI board of directors has designated the
following nominees for election to the board for the ensuing year: JAMES R.
ADAMS, JAMES B. BUSEY IV, GERALD W. FRONTERHOUSE, JERRY R. JUNKINS, WILLIAM S.
LEE, WILLIAM B. MITCHELL, DAVID M. RODERICK, GLORIA M. SHATTO, WILLIAM P.
WEBER and CLAYTON K. YEUTTER. Biographies of the nominees appear in the Proxy
Statement.
The Trustees are required to vote the whole shares in each of your accounts in
accordance with your wishes. In the event that you do not inform the Trustees
of your wishes regarding whole shares in your accounts (except U.S. tax credit
stock account shares) by April 18, 1994 in the manner provided in this letter,
the Trustees will vote such shares in their discretion. The Trustees have
determined that they will vote such shares for each of the nominees designated
by the board. In accordance with legal requirements, the Trustee for tax
credit stock accounts will vote the shares in each tax credit stock account
(generally 2 to 15 whole shares per account) only as specifically instructed
by participants by April 18, 1994.
IF YOU WISH THE WHOLE SHARES IN YOUR ACCOUNTS (EXCEPT FOR ANY TAX CREDIT STOCK
ACCOUNT) VOTED FOR EACH OF THE NOMINEES DESIGNATED BY THE BOARD, YOU NEED NOT
TAKE ANY ACTION. UNLESS THE TRUSTEES ARE INFORMED OTHERWISE, THE SHARES WILL
BE SO VOTED.
If you do not wish these whole shares to be so voted, or if you wish to give
instructions to vote any tax credit stock account share or fractional share,
you should so inform the Trustees by April 18, 1994. Any communication to that
effect should (1) be accompanied by your address label from the back page of
the Proxy Statement (or from the envelope if you received this by mail) and
(2) be addressed to Bankers Trust Company of the Southwest, Trustee of the TI
Employees Universal Profit Sharing Trust, c/o Bankers Trust Company, 34
Exchange Place, 6th Floor, Jersey City, NJ 07302, Attn: Claudia
Rinschler/Proxy, or The Northern Trust Company, Trustee of the TI Employees
International Universal Profit Sharing Trust, c/o TI Employees Profit Sharing
Trusts, Mail Station 3952, P.O. Box 650311, Dallas, Texas 75265. You may use
the TI interoffice mail if you wish.
CHUCK NIELSON
Chuck Nielson
Vice President, Human Resources<PAGE>
TEXAS INSTRUMENTS
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY [/]
-----------------------------------------------------------------------
For all Except
1994 Election of Directors- Nominee(s)
Nominees: J.R. Adams, J.B. Busey IV, For Withheld Written Below
G.W. Fronterhouse, J.R. Junkins, W.S. Lee, [ ] [ ] [ ]_____________
W.B. Mitchell, D.M. Roderick, G.M. Shatto,
W.P. Weber and C.K. Yeutter.
If no contrary indication is made, this proxy will be voted FOR the election
of each Board nominee.
Dated __________________, 1994
_____________________________________________
Signature
_____________________________________________
Signature
NOTE: Please sign exactly as name appears hereon. For joint accounts both
owners should sign. When signing as executor, administrator, attorney,
trustee or guardian, etc., please give your full title.
<PAGE>
[Company LOGO] TEXAS
INSTRUMENTS
PROXY FOR ANNUAL MEETING TO BE HELD APRIL 21, 1994
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints JERRY R. JUNKINS, DAVID M. RODERICK and GLORIA
M. SHATTO, or any one or more of them, the true and lawful attorneys of the
undersigned with power of substitution, to vote as proxies for the undersigned
at the annual meeting of stockholders of TEXAS INSTRUMENTS INCORPORATED to be
held in Dallas, Texas, on April 21, 1994, at 10:00 a.m. (Dallas time) and at
any or all adjournments thereof, according to the number of shares of common
stock which the undersigned would be entitled to vote if then personally
present, in the election of directors and upon other matters properly coming
before the meeting.
IMPORTANT-This Proxy must be signed and dated on the reverse side.<PAGE>
