Investor Presentaiton
Voting procedures, quorum and attendance
requirements.
Election of directors
TABLE OF CONTENTS
35
3
Stock ownership guidelines and policy against
hedging .....
29
29
Consideration of tax and accounting treatment
of compensation
Nominees for directorship
30
Director nomination process
6
Compensation Committee report
30
Director candidate recommendations
6
Summary compensation table
31
Stockholder nomination of directors
6
Grants of plan-based awards
32
Director nominees
7
Outstanding equity awards at fiscal year-end
33
Board diversity and nominee qualifications
7
Option exercises and stock vested
35
Communications with the board
9
Pension benefits
36
Corporate governance
9
Non-qualified deferred compensation
38
Annual meeting attendance
10
Potential payments upon termination or change in
Director independence.
10
control
39
Board organization
11
Audit Committee report
42
Board and committee meetings
11
Proposal to ratify appointment of independent
Committees of the board
11
registered public accounting firm
43
Board leadership structure
13
Additional information
44
Risk oversight by the board
14
Voting securities
44
Director compensation.
14
Security ownership of certain beneficial owners
44
Executive compensation
17
Proposal regarding advisory approval of the
Security ownership of directors and management.
Related person transactions
45
46
company's executive compensation . .
17
Compensation committee interlocks and insider
Proposal regarding advisory vote on future advisory
participation
votes on executive officer compensation
18
Cost of solicitation
Compensation Discussion and Analysis
18
Executive summary
18
Stockholder proposals and nominations for 2018
Benefit plan voting ....
48
48
48
49
Detailed discussion
19
Section 16(a) beneficial ownership reporting
Compensation philosophy and elements
19
compliance
Comparator group
Analysis of compensation determinations
Equity dilution
Process for equity grants
Recoupment policy
22228
21
Telephone and internet voting
27
27
Most recent stockholder advisory vote on
executive compensation
Benefits
88888
28
Stockholders sharing the same address
Electronic delivery of proxy materials and copies of
our Form 10-K
Notice regarding forward-looking statements
Directions and other annual meeting information
Appendix A (Non-GAAP reconciliations) .
49
49
49
50
50
51
A-1
28
Compensation following employment termination
or change in control
29
20
PROXY STATEMENT
2
TEXAS INSTRUMENTS • 2017 PROXY STATEMENTView entire presentation