Executive compensation
We are providing the following advisory vote on named executive officer compensation as required by Section 14A of the Securities Exchange Act.
     At TI’s 2011 annual meeting, a non-binding advisory vote was taken on the frequency of future advisory votes regarding named executive officer compensation. A majority of the shares cast on the matter were in favor of holding such an advisory vote on an annual basis. As a result, TI’s board of directors decided to hold future advisory votes on named executive compensation on an annual basis.

Proposal regarding advisory approval of the company’s executive compensation

The board asks the shareowners to cast an advisory vote on the compensation of our named executive officers. The “named executive officers” are the five executive officers, consisting of the chief executive officer, chief financial officer and three other most highly compensated executive officers, named in the compensation tables on pages 79-93.
     Specifically, we ask the shareowners to approve the following resolution:

     We encourage shareowners to review the Compensation Discussion and Analysis section of the proxy statement, which follows. It discusses our executive compensation policies and programs and explains the compensation decisions relating to the named executive officers for 2011. We believe that the policies and programs serve the interests of our shareowners and that the compensation received by the named executive officers is commensurate with the performance and strategic position of the company.
     Although the outcome of this vote is not binding on the company or the board, the Compensation Committee of the board will consider it when setting future compensation for the executive officers.

   The board of directors recommends a vote FOR the resolution approving the named executive officer compensation for 2011, as disclosed in this proxy statement.