Texas Instruments

Proxy statement table of contents

Notice of annual meeting of stockholders
Voting procedures
Election of directors
      Nominees for directorship
     Director nomination process
     Communications with the board
    Corporate governance
    Annual meeting attendance
     Director independence
     Directors’ ages, service and stock ownership
Board organization
      Board and committee meetings
     Committees of the board
Director compensation
Executive compensation
      Compensation discussion and analysis
      Compensation Committee report
      2008 summary compensation table
     Grants of plan-based awards in 2008
      Outstanding equity awards at fiscal year-end 2008
      2008 option exercises and stock vested
      2008 pension benefits
      2008 non-qualified deferred compensation
     Potential payments upon termination or change in control
Audit Committee report
Proposal to ratify appointment of independent registered public accounting firm
Proposal to approve the Texas Instruments 2009 Long-Term Incentive Plan
Proposal to approve the Texas Instruments 2009 Director Compensation Plan
Equity compensation plan information
Stockholder proposal
Additional information
     Voting securities
      Security ownership of certain beneficial holders
      Security ownership of management
      Related person transactions
      Compensation committee interlocks and insider participation
      Cost of solicitation
      Stockholder proposals for 2010
      Quorum requirement
      Vote required
     Benefit plan voting
      Section 16(a) beneficial ownership reporting compliance
      Telephone and Internet voting
      Stockholders sharing the same address
      Electronic delivery of proxy materials
Directions and other annual meeting information
Exhibit A – Texas Instruments 2009 Long-Term Incentive Plan
Exhibit B – Texas Instruments 2009 Director Compensation Plan




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