<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or
Section 240.14a-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:
Set forth the amount on which filing fee is calculated and state how it
was determined.
[ ] 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:
[Company Logo] TEXAS INSTRUMENTS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 20, 1995
We are pleased to invite you to attend the 1995 Annual Meeting of Stockholders
which will be held on Thursday, April 20, 1995 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, including one
stockholder proposal, as may properly come before the meeting.
Stockholders of record at the close of business on February 21, 1995 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 1, 1995
<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 1, 1995
The board of directors of Texas Instruments Incorporated (the Company or TI)
is requesting your proxy for the Annual Meeting of Stockholders (the Annual
Meeting) on April 20, 1995. 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 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, DAVID L.
BOREN, JAMES B. BUSEY IV, GERALD W. FRONTERHOUSE, JERRY R. JUNKINS, WILLIAM S.
LEE, WILLIAM B. MITCHELL, GLORIA M. SHATTO, WILLIAM P. WEBER and CLAYTON
K. YEUTTER. David M. Roderick, a highly valued director since 1986, has
attained the age of 70 since his last election and is therefore ineligible
under the Company's by-laws to stand for reelection in 1995. Mr. Roderick
currently serves as the Chair of the Board Organization and Nominating
Committee and is a member of the Audit, Compensation and Finance Committees.
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, SBC Communications Inc.
since 1992; president and chief executive
officer of Southwestern Bell Telephone
Company, 1988-92. Director, Telefonos de
Mexico and San Antonio Medical Foundation.
[Photo of D. L. Boren] DAVID L. BOREN Director
Member, Audit, Finance and Stockholder
Relations and Public Policy Committees.
President of the University of Oklahoma since
November 1994. U.S. Senator, 1979-1994;
Governor of Oklahoma, 1975-1979. Director,
AMR Corporation and Phillips Petroleum
Company; trustee, Yale University.
[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 1992. Deputy Secretary,
Department of Transportation, 1991-1992;
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; 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.,
Minnesota Mining and Manufacturing Company
and The Procter & Gamble Company; member, The
Business Council, The Business Roundtable
and National Academy of Engineering;
trustee, Southern Methodist University.
[Photo: W.S. Lee] WILLIAM S. LEE Director
Chair, Compensation Committee; member,
Board Organization and Nominating
Committee.
Chairman emeritus of Duke Power Company;
chairman of the board and chief executive
officer of Duke Power Company from 1982, and
president from 1989, until retirement in
April 1994. 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;
trustee, The Conference Board, Inc.
[Photo: W.B. Mitchell] WILLIAM B. MITCHELL Vice Chairman
Member, Benefit Plans and Finance
Committees.
Vice chairman of the Company since
1993. Joined the Company in 1961;
elected vice president in 1984 and
executive vice president in 1987.
Vice chairman, American Electronics
Association.
<PAGE>
[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.
[Photo: W.P. Weber] WILLIAM P. WEBER Vice Chairman
Member, Benefit Plans and Finance
Committees.
Vice chairman of the Company since
1993. Joined the Company in
1962; elected vice president in 1979 and
executive vice president in 1984.
Vice chairman, 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, 1991-92; 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., Oppenheimer Funds
and The Vigoro Corporation.
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, 1994<F1> *
- - - ---------------------- --- -------- ----------------------
<S> <C> <C> <C>
James R. Adams 55 1989 500
David L. Boren 53 1995 100
James B. Busey IV 62 1992 702
Gerald W. Fronterhouse 58 1986 1,505
Jerry R. Junkins 57 1984 446,608
William S. Lee 65 1990 2,000
William B. Mitchell 59 1990 67,397
Gloria M. Shatto 63 1992 500
William P. Weber 54 1984 172,976
Clayton K. Yeutter 64 1992 600
- - - -------------------
<FN>
<F1>*Includes shares subject to acquisition within 60 days by Messrs. Junkins,
Mitchell and Weber for 395,000, 49,750 and 163,000 shares, respectively, and
shares credited to profit sharing stock accounts for Messrs. Junkins, Mitchell
and Weber in the amounts of 4,953, 2,551 and 2,750, respectively. Mr. Boren's
holdings are as of February 17, 1995. Mr. Roderick, currently serving as a
director but, as noted above, not a nominee for reelection in 1995, owned 300
shares at December 31, 1994. Each nominee and director owns less than 1% of
the Company's common stock.
</TABLE>
Board and Committee Meetings
During 1994, the board held ten meetings. In addition, the following
committees of the board held the number of meetings indicated: Audit, six;
Benefit Plans, four; Board Organization and Nominating, seven; Compensation,
five; Finance, five; Stockholder Relations and Public Policy, four; and Trust
Review, four. Overall attendance at board and committee meetings was
approximately 96%.
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.
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 Richard J. Agnich,
Secretary, Board Organization and Nominating Committee, c/o Texas Instruments
Incorporated, Post Office Box 655474, MS 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 the 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 1994, the Company made payments (an aggregate of
$11,942)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 published interest
rates on certain corporate bonds) determined from time to time by the board.
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
elected to forego life, medical, dental and accident insurance 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.
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 1992, 1993 and 1994, except as otherwise indicated.
<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 1994 $700,200 $1,227,600 -- $141,250 55,000 0 $276,714
Chairman, 1993 $691,850 $ 740,000 -- 0 50,000 0 $ 71,032
President 1992 $600,000 $ 300,000 -- $262,500 50,000 0 $ 12,678
& CEO
W.B. Mitchell 1994 $359,100 $ 500,000 -- 0 25,000 0 $103,157
Vice 1993 $348,100 $ 320,000 -- 0 22,000 0 $ 37,248
Chairman 1992 $333,500 $ 150,000 -- $102,900 25,000 0 $ 8,890
W.P. Weber 1994 $395,000 $ 600,000 -- 0 25,000 0 $110,899
Vice 1993 $382,800 $ 400,000 -- 0 22,000 0 $ 36,522
Chairman 1992 $367,600 $ 150,000 -- $102,900 25,000 0 $ 6,955
T.J. Engibous<F4>(4) 1994 $306,000 $ 600,000 -- 0 21,000 0 $ 59,565
Executive 1993 $238,000 $ 275,000 -- 0 12,000 0 $ 20,159
Vice President
<F4>(4)
W.F. Hayes 1994 $331,350 $ 500,000 -- 0 23,000 0 $ 83,353
Executive 1993 $277,700 $ 300,000 -- 0 15,000 0 $ 25,752
Vice President 1992 $248,200 $ 130,000 -- $ 87,500 15,000 0 $ 5,207
- - - ------------------
<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 and restricted stock units awarded under the Company's
Long-Term Incentive Plan are valued at market on the date of award.
(b) 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); and Mr. Hayes, 2,500 shares, payable
first quarter 1993 (1,500 shares) and first quarter 1994 (1,000 shares).
(c) The vesting schedule for the stock awarded to Mr. Junkins in 1994 under
the Company's Long-Term Incentive Plan is 2,000 shares, payable first quarter 1995
(1,000 shares) and first quarter 1996 (1,000 shares). At December 31, 1994, the
value of these 2,000 unvested shares was $149,750.
(d) Dividend equivalent payments are paid on stock incentive awards and
restricted stock units at the same rate as dividends on the Company's common stock.
<F3>(3)During 1994, the Company made payments relating to premiums with respect to
split-dollar life insurance policies in the following amounts: Mr. Junkins,
$114,027; Mr. Mitchell, $27,055; Mr. Weber, $27,354; Mr. Engibous, $7,316; and Mr.
Hayes, $18,972. Also, the Company made payments relating to premiums with respect
to life, travel and accident insurance policies in the following amounts: Mr.
Junkins, $12,987; Mr. Mitchell, $6,165; Mr. Weber, $3,808; Mr. Engibous, $120; and
Mr. Hayes, $1,388.
During 1994, 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, $3,000; Mr. Mitchell, $3,000; Mr. Weber, $3,000; Mr. Engibous,
$3,000; and Mr. Hayes, $3,000.
For 1994, the profit sharing contributions (plus the ERISA reductions for which the
Company will provide an offsetting supplemental benefit) were as follows: Mr.
Junkins, $146,700; Mr. Mitchell, $66,937; Mr. Weber, $76,737; Mr. Engibous, $49,129;
and Mr. Hayes, $59,993.
<F4>(4) Mr. Engibous became an executive officer of the Company in 1993.
</TABLE>
Table of Option Grants in 1994
The following table sets forth details regarding stock options granted to the
named executive officers in 1994. 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 1994 share) Date <F2> (2) Gain <F2>(2) Gain
- - - -------- ---------- --------- -------- -------- ---------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.R. Junkins 55,000 6.4 $70.63 1/27/04 $115.04 $2,442,588 $183.18 $6,190,418
W.B. Mitchell 25,000 2.9 $70.63 1/27/04 $115.04 $1,110,267 $183.18 $2,813,827
W.P. Weber 25,000 2.9 $70.63 1/27/04 $115.04 $1,110,267 $183.18 $2,813,827
T.J. Engibous 21,000 2.4 $70.63 1/27/04 $115.04 $ 932,624 $183.18 $2,363,614
W.F. Hayes 23,000 2.7 $70.63 1/27/04 $115.04 $1,021,446 $183.18 $2,588,720
All stockholders $115.04 $4,122,583,617(3) $183.18 $10,448,148,391<F3>(3)
Employees $115.04 $342,763,117(4) $183.18 $868,688,241<F4>(4)
through TI profit sharing plans
- - - -------------------
</TABLE>
[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 $115.04 and at a 10% annual
appreciation would be $183.18.
<F3>(3) The gain is based on the fair market value ($70.625 per share) and
number of all the outstanding shares of common stock on January 27, 1994, 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 of Option Exercises in 1994 and Year-End Option Values
The following table sets forth information with respect to the named executive
officers concerning the exercise of options during 1994, and unexercised options
held as of December 31, 1994.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares December 31, 1994<F3>(3) December 31, 1994<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 43,690 $1,948,908 315,000 120,000 $11,525,025 $2,320,300
W.B. Mitchell 81,488 $3,387,240 11,000 56,750 $ 221,375 $1,150,891
W.P. Weber 21,000 $ 920,850 124,250 56,750 $ 4,298,094 $1,150,891
T.J. Engibous 23,675 $1,002,684 6,000 32,625 $ 120,750 $ 433,286
W.F. Hayes 7,800 $ 299,544 63,824 40,000 $ 2,120,517 $ 624,483
- - - ---------------------<
<FN>
<F1>(1) These shares were acquired upon the exercise of options granted in 1985 in
the case of Mr. Junkins; from 1985 through 1992 in the case of Mr. Mitchell; in 1985
in the case of Mr. Weber; from 1985 through 1992 in the case of Mr. Engibous; and in
1985 and 1986 in the case of Mr. Hayes.
<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
1985-1993; unexercisable options or portions thereof relate to options granted
during 1990-1994.
</TABLE>
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, 1994 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 and Long-Term Incentive 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>
$ 300,000 $64,765 $86,353 $107,942 $129,530 $151,118 $173,618 $196,118
$ 400,000 87,265 116,353 145,442 174,530 203,618 233,618 263,618
$ 500,000 109,765 146,353 182,942 219,530 256,118 293,618 331,118
$ 600,000 132,265 176,353 220,442 264,530 308,618 353,618 398,618
$ 700,000 154,765 206,353 257,942 309,530 361,118 413,618 466,118
$ 800,000 177,265 236,353 295,442 354,530 413,618 473,618 533,618
$ 900,000 199,765 266,353 332,942 399,530 466,118 533,618 601,118
$1,000,000 222,265 296,353 370,442 444,530 518,618 593,618 668,618
$1,100,000 244,765 326,353 407,942 489,530 571,118 653,618 736,118
- - - --------------------
<FN>
<F1>(1) Calculated by dividing (a) the average annual eligible earnings during the
five consecutive years of highest earnings prior to 1994 multiplied by the total
years of credited service prior to 1994, plus 1994 eligible earnings, by (b) the
total years of credited service.
At December 31, 1994, 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, 36 years, $891,922; Mr.
Mitchell, 33 years, $461,520; Mr. Weber, 33 years, $501,118; Mr. Engibous, 17 years,
$267,178; and Mr. Hayes, 27 years, $340,928.
<F2>(2) If the amount otherwise payable under the pension plan should be restricted
by the applicable provisions of the ERISA, 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 $2,735 for 15 years of credited service,
$3,647 for 20 years of credited service, $4,559 for 25 years of credited service,
$5,470 for 30 years of credited service, $6,382 for 35 years of credited service,
$6,382 for 40 years of credited service and $6,382 for 45 years of credited service.
</TABLE>
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 attaintment 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.
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 1994:
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 17, 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 1994
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.
The Committee intends to optimize the deductibility of compensation paid to the
executive officers within the current structure of the Company's executive
compensation program. 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 1995 salaries and any other
compensation paid to them in 1995, qualify for deductibility.
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, determined officer salaries in
January 1994 at what it considered to be appropriate levels after reviewing
performance toward prior year objectives (such as improving cycle times and
attaining a target goal of revenue per person) and long-term strategic
objectives (such as achievement of profitable growth in the semiconductor
business with a focus on increasing the mix of differentiated products toward
higher value-added solutions, 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 determining the CEO's base salary, the Committee noted the continued
improvement in the financial performance of the Company. After consulting
with the CEO, however, the Committee made no adjustment to the CEO's base
salary for 1994, preferring instead to encourage continued improvement in the
Company's financial performance by increasing the CEO's long-term
compensation. Mr. Junkins' salary, therefore, remained below the median of
CEOs of competitor companies.
Annual Incentive. The Committee granted the CEO an annual incentive award in
March 1994. The award provided for variable payouts depending upon the
Company's ROA performance in 1994, and further provided that the Committee may,
in its discretion, reduce the amount payable under the award based on the
Committee's judgment of circumstances at the time. Incentive awards for the
other executive officers and the amount of the March award to be paid to the
CEO were determined in January 1995. 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 1994
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.
In granting the CEO's incentive award in March 1994, the Committee considered
the incentive compensation paid to CEOs of competitor companies and the
Company's ROA forecast relative to the ROA performance of competitor
companies. The award was designed to pay the CEO at, above or below the
median incentive paid to CEOs of competitor companies depending upon whether
TI's ROA for 1994 is at, above or below the Company's internal ROA threshold.
Under the terms of the award, the Company's ROA performance for 1994 produced a
payment of $1,227,600. The Committee determined that no development since
the grant of the award justified a reduction in the payment. Mr. Junkins'
annual compensation (base salary plus incentive award) for 1994 exceeded the
median for competitor companies.
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
other executive officers such that the level of the officers' annual
compensation (base salary plus incentive award) for 1994 exceeded the median
of competitors' annual compensation.
Long-Term Compensation
The Committee determined long-term compensation in January 1994. Stock options
constitute TI's primary long-term incentive vehicle. Stock options granted
in 1994 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.
In determining the CEO's long-term compensation, the Committee reviewed progress
made toward the Company's long-term objectives: actions were taken to
improve the stability of TI's operations; the target differentiated product mix
was reached in the semiconductor business; the Company's ROA performance was
maintained; profit margins were being maintained in defense electronics while
continuing to size 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 55,000 shares at a price per share of $70.63 (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
equivalent to the median. Until the year 2002, the exercisability of the
option depends primarily on the achievement of specific earnings per share
goals. As referenced in the discussion of the CEO's annual compensation, the
Committee also determined to grant the CEO 2,000 restricted stock units
(payable in equal installments in the first quarter of 1995 and the first
quarter of 1996), with the result that the CEO's total long-term compensation
slightly exceeded the median long-term compensation provided by competitor
companies, and the CEO's total compensation (annual plus long-term) exceeded
the median total compensation.
William S. Lee, Chair David M. Roderick
Gerald W. Fronterhouse Gloria M. Shatto
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, 1989, and ending December 31, 1994. 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.
[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
here. The coordinates used in the graph appear below.]
<TABLE>
<CAPTION>
Dec-89 Dec-90 Dec-91 Dec-92 Dec-93 Dec-94
<S> <C> <C> <C> <C> <C> <C>
Texas Instruments $100 $108 $ 90 $138 $190 $227
S&P 500 $100 $ 97 $126 $136 $150 $152
S&P High Tech $100 $102 $117 $121 $149 $174
Composite Index
*Assumes that the value of the investment in TI Common Stock and each index was $100
on December 31, 1989, and that all dividends were reinvested.
**Year ending December 31.
</TABLE>
PROPOSALS OF STOCKHOLDERS
The deadline for receipt of stockholder proposals for inclusion in the Company's
1996 proxy material is October 31, 1995.
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.
Management has been advised that a stockholder intends to present the following
proposal at the 1995 annual meeting. The name and address of the stockholder
will be furnished upon request made to the Company. The board of directors
opposes the proposal for the reasons stated after the proposal.
Stockholder Proposal
Whereas, the Company's Board of Directors has authority under the Company's
charter to issue one or more classes of so-called "blank check" preferred stock,
having such voting and other rights as the Board, in its sole discretion, may
determine;
Whereas, the Board may be able to deter unsolicited acquisition offers by
placing blank check preferred in friendly hands without seeking shareholder
approval;
Whereas, Delaware's anti-takeover statute enhances the Board's ability
to deter unsolicited takeover bids by placing a block of blank check
preferred in friendly hands;
Whereas, such use of blank check preferred by the Board could deprive
shareholders of the opportunity to consider valuable offers for their stock;
Resolved that the shareholders request that the Board:
Adopt a policy of seeking shareholder approval prior to placing
preferred stock with any person or group except for the purpose of raising
capital in the ordinary course of business or making acquisitions and without
a view to effecting a change in voting power.
SUPPORTING STATEMENT
I. The Board can limit shifts in control of the Company by placing a block of
preferred stock in friendly hands without shareholder approval. Blank check
preferred can be issued by the Board for capital raising, acquisitions or as an
anti-takeover device, without shareholder approval. The Board can use blank
check preferred as an anti-takeover device to deter unsolicited tender offers
favorable to shareholders. For example, the Board could issue blank check
preferred to dilute the stock ownership of, or create voting impediments for,
an unsolicited acquiror. Since such uses of blank check preferred could
potentially diminish the value of the shareholders' investment and decrease
the market price of the Company's shares, shareholder approval should be
obtained before the Board uses blank check preferred as an anti-takeover device.
II. Delaware's anti-takeover statute enhances the Board's ability to deter
takeovers by undertaking blocking transactions. Delaware's anti-takeover
statute enhances the Board's ability to deter a takeover by placing blank
check preferred in friendly hands. The statute provides generally that
unless an unsolicited acquiror obtains 85 percent of the Company's voting
stock in the transaction by which it obtains 15 percent, it is barred for
three years from consummating a business combination with the Company. The
Board can thus effectively deter unsolicited bids by placing a significant
block of blank check preferred in friendly hands, making it much harder (if
not impossible) for an unsolicited bidder to attain the 85 percent ownership
it needs to be exempted from the Delaware statute.
III. Blank check preferred should not be used by the Board to disadvantage
shareholders without their consent. The Board's discretionary authority to
issue blank check preferred should only be exercised for corporate purposes
demonstrably in the best interests of shareholders. Good corporate governance
requires that holders of a majority of voting stock approve the use of blank
check preferred as a deterrent to unsolicited tender offers--a use that is
not necessarily in the best interests of shareholders.
The Board of Directors recommends a vote AGAINST the above stockholder proposal
for the following reasons:
In 1985, holders of over 67% of the Company's common stock authorized the
board to fix certain terms of 10 million shares of preferred stock. As noted
in the 1985 proxy statement, the board sought this authorization to enhance
flexibility in connection with financings, corporate mergers, acquisitions of
property, use in employee benefit plans, or other corporate purposes.
Since 1985, relying on the flexibility entrusted to the board, the Company
has issued (and subsequently redeemed) over $800 million of preferred stock,
including auction-rate preferred stock and PERCS(TM).
Now, one stockholder has proposed a resolution to limit the flexibility
entrusted to the board. The apparent purpose of the resolution is to require
stockholder approval before the board uses preferred stock as an anti-
takeover device. The terms of the resolution, however, would take away
all flexibility of the board except in two cases: (a) raising capital in
the ordinary course of business; and (b) making acquisitions. Moreover, even
in these two cases, the board's flexibility would be retained only if there
is "no view to effecting a change in voting power."
If the proposed policy had been in place since 1985, the Company may have been
required to forego market opportunities in order to seek advance stockholder
approval of the preferred stock issuances completed by the Company.
For example, the Company, underwriters and legal counsel may have been unable
to conclude that the PERCS issuance was "in the ordinary course of business"
(since the security was novel and its issuance was not part of a pattern of
raising capital) and "without a view to effecting a change in voting power"
(since the PERCS would ultimately convert into up to 11 million shares of
common stock). It is not possible to foresee the extent of difficulties
the proposed policy could entail in the future.
The board is confident that stockholders understand that any issuance of
preferred stock will have to comply with the board's fiduciary duty to act in
the best interests of the Company and its stockholders.
Consequently, the board considers the stockholder proposal to be inappropriate.
ADDITIONAL INFORMATION
Voting Securities
As of February 21, 1995, there were outstanding 92,821,841 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 21, 1995 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, 1994 Class
- - - ------------------------------ ----------------- ----------
<S> <C> <C>
FMR Corp. 5,801,217 <F1> (1) 6.3%
82 Devonshire Street
Boston, MA 02109
The Capital Group Companies, Inc.
333 South Hope Street
Los Angeles, CA 90071 5,769,760 <F2>(2) 6.2%
Bankers Trust New York Corporation 8,727,493 <F3>(3) 9.4%
280 Park Avenue
New York, NY 10017
Jerry R. Junkins 446,608 <F4>(4) <F6>*
William B. Mitchell 67,397 <F4>(4) <F6>*
William P. Weber 172,976 <F4>(4) <F6>*
Thomas J. Engibous 27,730 <F4>(4) <F6>*
William F. Hayes 97,549 <F4>(4) <F6>*
All executive officers and 1,292,820 <F5>(5) 1.4%
directors as a group
- - - --------------------
<FN>
<F6>*Less than 1%.
<F1>(1) The Company understands that, as of December 31, 1994, (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. had sole voting power with
respect to 668,915 of the above shares, and (b) the above shares include
4,693,173 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) The Company understands that, as of December 31, 1994, (a) The Capital
Group Companies, Inc. had sole dispositive power with respect to all of the
above shares and had sole voting power with respect to 304,100 of the above
shares, and (b) the above shares include 5,442,360 shares beneficially owned
by Capital Research and Management Company, a wholly-owned subsidiary of
The Capital Group Companies, Inc., as a result of acting as investment
advisor to several investment companies.
<F3>(3) Includes 7,046,807 shares held in profit sharing stock accounts
of the Company's employees under the U.S. profit sharing trust 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.
<F4>(4) Includes shares subject to acquisition within 60 days by Messrs.
Junkins, Mitchell, Weber, Engibous and Hayes for 395,000, 49,750, 163,000,
25,125 and 88,574 shares, respectively, and shares credited to profit
sharing stock accounts for Messrs. Junkins, Mitchell, Weber, Engibous and
Hayes in the amounts of 4,953, 2,551, 2,750, 805 and 1,579 respectively.
<F5>(5) Includes (a) 1,110,999 shares subject to acquisition within 60 days,
and (b) 24,265 shares credited to profit sharing stock accounts.
</TABLE>
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.
Vote Required
The ten nominees for election as directors at the 1995 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
The firm of Ernst & Young LLP 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. ANGICH
Richard J. Agnich
Senior Vice President,
Secretary and General Counsel
Dallas, Texas
March 1, 1995
ANNUAL MEETING OF STOCKHOLDERS
April 20, 1995
March 1, 1995
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, DAVID L. BOREN, JAMES B. BUSEY IV, GERALD W. FRONTERHOUSE, JERRY R.
JUNKINS, WILLIAM S. LEE, WILLIAM B. MITCHELL, GLORIA M. SHATTO, WILLIAM P.
WEBER and CLAYTON K. YEUTTER. Biographies of the nominees appear in the
Proxy Statement. In addition, the stockholder proposal set forth in the
Proxy Statement is expected to be presented at the annual meeting.
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 17, 1995 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 and against the stockholder proposal. 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 17, 1995.
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 AND AGAINST THE
STOCKHOLDER PROPOSAL, 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 17, 1995. 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 Texas Instruments
Participant Service Center, P. O. Box 305064, Nashville, TN 37280-5064,
Attn: Hank Zoller 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
1.Election of Directors For Withheld Except Nominee(s)
Written Below
Nominees: J.R. Adams, D.L. Boren, [ ] [ ] [ ]__________________
J.B. Busey IV, G.W. Fronterhouse,
J.R. Junkins, W.S. Lee,
W.B. Mitchell, G.M. Shatto,
W.P. Weber and C.K. Yeutter.
2.Stockholder proposal regarding For Against Abstain
preferred stock. [ ] [ ] [ ]
If no contrary indication is made, this proxy
will be voted FOR the election of each Board
nominee and AGAINST the stockholder proposal.
Dated __________________________, 1995
_______________________________________
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.
[Company Logo] TEXAS
INSTRUMENTS
PROXY FOR ANNUAL MEETING TO BE HELD APRIL 20, 1995
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 20, 1995, 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.
