Director nomination process
The board is responsible for approving nominees for election as directors. To assist in this task, the board has designated a standing committee, the Governance and Stockholder Relations Committee (the Committee), which is responsible for reviewing and recommending nominees to the board. The Committee is comprised solely of independent directors as defined by the rules of the New York Stock Exchange (NYSE) and the board’s corporate governance guidelines. Our board of directors has adopted a written charter for the Committee. It can be found on our web site at www.ti.com/corporategovernance.
     It is a long-standing policy of the board to consider prospective board nominees recommended by stockholders. A stockholder who wishes to recommend a prospective board nominee for the Committee’s consideration can write to the Secretary of the Governance and Stockholder Relations Committee, Texas Instruments Incorporated, Post Office Box 655936, MS 8658, Dallas, Texas 75265-5936. The Committee will evaluate the stockholder’s prospective board nominee in the same manner as it evaluates other nominees.
     In evaluating prospective nominees, the Committee looks for the following minimum qualifications, qualities and skills:

• Outstanding achievement in the individual’s personal career.
• Breadth of experience.
• Soundness of judgment.
• Ability to make independent, analytical inquiries.
• Ability to contribute to a diversity of viewpoints among board members.
• Willingness and ability to devote the time required to perform board activities adequately (in this regard, the Committee will consider the number of other boards on which the individual serves as a director).
• Ability to represent the total corporate interests of TI (a director will not be selected to, nor will he or she be expected to, represent the interests of any particular group).

     Stockholders, non-employee directors, management and others may submit recommendations to the Committee. The board prefers a mix of experience among its members to maintain a diversity of viewpoints. For example, some board members may have spent much of their careers in business, some in government and some in academia. The board’s current size is within the desired range as stated in the board’s corporate governance guidelines.
     Mr. MacMillan was elected to the Board on September 18, 2008. He is the only non-management director nominee for the 2009 annual meeting of stockholders who is standing for election by the stockholders for the first time. A search firm retained by the company to assist the Committee in identifying and evaluating potential nominees initially identified Mr. MacMillan as a potential director candidate. The search firm conducted research to identify viable candidates, based on qualifications and skills the Committee determined that candidates should possess. It then conducted further research on the candidates in whom the Committee had the most interest. The firm is no longer on retainer.

Communications with the board
Stockholders and others who wish to communicate with the board as a whole, or to individual directors, may write to them at: P. O. Box 655936, MS 8658, Dallas, Texas 75265-5936. All communications sent to this address will be shared with the board or the individual director, if so addressed.

Corporate governance
The board has a long-standing commitment to responsible and effective corporate governance. The board’s corporate governance guidelines, the charters of the board’s committees, TI’s code of business conduct and our code of ethics for its chief executive officer and senior financial officers are available on our web site at www.ti.com/corporategovernance. Stockholders may request copies of these documents free of charge by writing to Texas Instruments Incorporated, P.O. Box 660199, MS 8657, Dallas, Texas, 75266-0199, Attn: Investor Relations.

Annual meeting attendance
It is a policy of the board to encourage directors to attend each annual meeting of stockholders. Such attendance allows for direct interaction between stockholders and board members. In 2008, all directors attended TI’s annual meeting of stockholders.

[ 54 ] TEXAS INSTRUMENTS 2009 PROXY STATEMENT

B.	In no event will a director be considered independent if, within the preceding three years:
	1.	He or she was employed by the company (except in the capacity of interim chairman of the board, chief executive officer or other executive officer) or any of its subsidiaries;
	2.	He or she received more than $120,000 during any twelve-month period in direct compensation from TI (other than (a) director and committee fees and pension or other forms of deferred compensation and (b) compensation received for former service as an interim chairman of the board, chief executive officer or other executive officer);
	3.	An immediate family member of the director was employed as an executive officer by the company or any of its subsidiaries;
	4.	An immediate family member of the director received more than $120,000 during any twelve-month period in direct compensation from TI (excluding compensation as a non-executive officer employee of the company);
	5.	He or she was (but is no longer) a partner or employee of the company’s independent auditors and personally worked on the company’s audit within that time;
	6.	An immediate family member of the director was (but is no longer) a partner or employee of the company’s independent auditors and personally worked on the company’s audit within that time;
	7.	He or she was an executive officer of another company, at which any of TI’s current executive officers at the same time served on that company’s compensation committee;
	8.	An immediate family member of the director was an executive officer of another company at which any of TI’s current executive officers at the same time served on that company’s compensation committee;
	9.	He or she was, and remains at the time of the determination, an executive officer or employee of a company that made payments to, or received payments from, TI for property or services in an amount which, in any single fiscal year, exceeded the greater of $1 million or 2 percent of the other company’s consolidated gross revenues for its last completed fiscal year (for purposes of this standard, charitable contributions are not considered “payments”); or
	10.	An immediate family member of the director was, and remains at the time of the determination, an executive officer of a company that made payments to, or received payments from, TI for property or services in an amount which, in any single fiscal year, exceeded the greater of $1 million or 2 percent of the other company’s consolidated gross revenues for its last completed fiscal year (for purposes of this standard, charitable contributions are not considered “payments”).
C.	Audit Committee members may not accept any consulting, advisory or other compensatory fee from TI, other than in their capacity as members of the board or any board committee. Compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with TI (provided that such compensation is not contingent in any way on continued service).
D.	The following relationships will not be considered material relationships with the company for the purpose of determining director independence:
	1.	A director is an employee, director or trustee of a charitable organization and TI or the TI Foundation makes discretionary contributions to that organization that are less than the greater of $50,000 or 2 percent of the organization’s latest publicly available consolidated gross revenue.
	2.	A director is an employee, director or trustee of another entity that is indebted to TI or to which TI is indebted, and the total amount of either company’s indebtedness to the other is less than 2 percent of the total consolidated assets of the entity he or she serves as an executive officer, director or trustee.
For any other relationship, the determination of whether it is material, and consequently whether the director involved is independent, will be made by directors who satisfy the independence criteria set forth in this section.      For purposes of these independence determinations, “immediate family member” will have the same meaning as under the NYSE rules.      Applying these standards, the board has determined that the following directors have no material relationship with the company other than as a director and are, therefore, independent: Mr. Adams, Mr. Boren, Mr. Carp, Ms. Cox, Mr. Goode, Mr. MacMillan, Ms. Patsley, Mr. Sanders, Ms. Simmons and Ms. Whitman.

TEXAS INSTRUMENTS 2009 PROXY STATEMENT [ 55 ]

---

Directors’ ages, service and stock ownership
The table below shows the directors’ ages and beneficial ownership of common stock of the company and the year each became a director.

					Common Stock
			Director		Ownership at
Director	Age		Since		December 31, 2008*
J. R. Adams	69		1989		454,075
D. L. Boren	67		1995		90,524
D. A. Carp	60		1997		150,134
C. S. Cox	51		2004		41,639
D. R. Goode	68		1996		147,833
S. P. MacMillan	45		2008		3,649
P. H. Patsley	52		2004		51,260
W. R. Sanders	61		1997		128,038
R. J. Simmons	63		1999		113,742
R. K. Templeton	50		2003		5,574,472
C. T. Whitman	62		2003		56,911

* Included in the common stock ownership shown above are:

			Shares Credited				Shares Credited
	Shares		to 401(k) and		Restricted		to Deferred
	Obtainable		Profit Sharing		Stock Units		Compensation
Director	within 60 Days		Accounts		(in shares) (1)		Account (2)
J. R. Adams	106,500		3,430		23,512		28,734
D. L. Boren	59,000		—		27,880		3,644
D. A. Carp	106,500		—		13,664		29,970
C. S. Cox	31,500		—		7,000		—
D. R. Goode	106,500		—		18,632		22,701
S. P. MacMillan	—		—		2,000		649
P. H. Patsley	31,500		—		7,000		12,760
W. R. Sanders	106,500		—		14,600		1,338
R. J. Simmons	86,500		—		13,000		14,242
R. K. Templeton	4,825,446		11,498		670,000		—
C. T. Whitman	46,500		—		7,000		3,411

(1)	The non-employee directors’ restricted stock units granted before 2007 are settled in TI stock generally upon the director’s termination of service provided he or she has served at least eight years or has reached the company’s retirement age for directors. Restricted stock units granted after 2006 are settled in TI stock generally upon the fourth anniversary of the grant date.
(2)	The shares in deferred compensation accounts are issued following the director’s termination of service.
	Excludes shares held by a family member if a director has disclaimed beneficial ownership. Each director owns less than 1 percent of TI’s common stock. No director has pledged shares of TI common stock.

< Previous Next >

		© Copyright 1995-2009 Texas Instruments Incorporated. All rights reserved.