Investor Presentaiton
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 2016, all directors then in office and standing for re-election attended
TI's annual meeting of stockholders.
Director independence
The board has determined that each of our directors is independent except for Mr. Templeton. In connection with this
determination, information was reviewed regarding directors' business and charitable affiliations, directors' immediate family
members and their employers, and any transactions or arrangements between the company and such persons or entities. The
board has adopted the following standards for determining independence.
A.
In no event will a director be considered independent if:
1.
B.
C.
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2.
3.
4.
He or she is a current partner of or is employed by the company's independent auditors;
A family member of the director is (a) a current partner of the company's independent auditors or (b) currently employed
by the company's independent auditors and personally works on the company's audit;
Within the current or preceding three fiscal years he or she was, and remains at the time of the determination, a partner
in or a controlling shareholder, an executive officer or an employee of an organization that in the current year or any of
the past three fiscal years (a) made payments to, or received payments from, the company for property or services,
(b) extended loans to or received loans from, the company, or (c) received charitable contributions from the company, in
an amount or amounts which, in the aggregate in such fiscal year, exceeded the greater of $200,000 or 2 percent of the
recipient's consolidated gross revenues for that year (for purposes of this standard, "payments" excludes payments
arising solely from investments in the company's securities and payments under non-discretionary charitable
contribution matching programs); or
Within the current or preceding three fiscal years a family member of the director was, and remains at the time of the
determination, a partner in or a controlling shareholder or an executive officer of an organization that in the current year
or any of the past three fiscal years (a) made payments to, or received payments from, the company for property or
services, (b) extended loans to or received loans from the company, or (c) received charitable contributions from the
company, in an amount or amounts which, in the aggregate in such fiscal year, exceeded the greater of $200,000 or
2 percent of the recipient's consolidated gross revenues for that year (for purposes of this standard, "payments"
excludes payments arising solely from investments in the company's securities and payments under non-discretionary
charitable contribution matching programs).
In no event will a director be considered independent if, within the preceding three years:
1.
2.
3.
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4.
5.
6.
7.
8.
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, provided the interim employment did not last longer than one year);
He or she received more than $120,000 during any twelve-month period in compensation from the company (other than
(a) compensation for board or board committee service, (b) compensation received for former service lasting no longer
than one year as an interim chairman of the board, chief executive officer or other executive officer and (c) benefits
under a tax-qualified retirement plan, or non-discretionary compensation);
A family member of the director was employed as an executive officer by the company;
A family member of the director received more than $120,000 during any twelve-month period in compensation from
the company (excluding compensation as a non-executive officer employee of the company);
He or she was (but is no longer) a partner or employee of the company's independent auditors and worked on the
company's audit within that time;
A family member of the director was (but is no longer) a partner or employee of the company's independent auditors
and worked on the company's audit within that time;
He or she was an executive officer of another entity at which any of the company's current executive officers at any time
during the past three years served on that entity's compensation committee; or
A family member of the director was an executive officer of another entity at which any of the company's current
executive officers at any time during the past three years served on that entity's compensation committee.
No member of the Audit Committee may accept directly or indirectly any consulting, advisory or other compensatory fee from
the company, other than in his or her capacity as a member 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 the company (provided that such compensation is not contingent in any way on continued service). In addition,
no member of the Audit Committee may be an affiliated person of the company except in his or her capacity as a director.
TEXAS INSTRUMENTS • 2017 PROXY STATEMENT
PROXY STATEMENTView entire presentation