Investor Presentaiton
EXECUTIVE OFFICES
PROXY STATEMENT - MARCH 6, 2017
12500 TI BOULEVARD, DALLAS, TEXAS 75243
MAILING ADDRESS: P.O. BOX 660199, DALLAS, TEXAS 75266-0199
Voting procedures, quorum and attendance requirements
TI's board of directors requests your proxy for the annual meeting of stockholders on April 20, 2017. If you sign and return the
enclosed proxy, or vote by telephone or on the internet, you authorize the persons named in the proxy to represent you and vote
your shares for the purposes mentioned in the notice of annual meeting. This proxy statement and related proxy are being
distributed on or about March 6, 2017. If you come to the meeting, you can vote in person. If you do not come to the meeting, your
shares can be voted only if you have returned a properly signed proxy or followed the telephone or internet voting instructions,
which can be found on the enclosed proxy. If you sign and return your proxy but do not give voting instructions, the shares
represented by that proxy will be voted as recommended by the board of directors. You can revoke your authorization at any time
before the shares are voted at the meeting.
A quorum of stockholders is necessary to hold a valid meeting. If at least a majority of the shares of TI common stock issued and
outstanding and entitled to vote are present in person or by proxy, a quorum will exist. Abstentions and broker non-votes are
counted as present for purposes of establishing a quorum. Broker non-votes occur when a beneficial owner who holds company
stock through a broker does not provide the broker with voting instructions as to any matter on which the broker is not permitted to
exercise its discretion and vote without specific instruction.
Shown below is a list of the matters to be considered at the meeting (each of which is discussed elsewhere in this proxy
statement), and the vote required for election or approval, as the case may be.
Matter
Election of directors.
Advisory vote to approve named
executive officer compensation.
Advisory vote on approval of annual
frequency for future advisory votes on
executive compensation.
Proposal to ratify appointment of
independent registered public
accounting firm.
Any other matter that may properly be
submitted at the meeting.
Required Vote for Election or Approval
Majority of votes present in person or
by proxy at the meeting and entitled to
be cast in the election with respect to
a nominee must be cast for that
nominee.
Majority of votes present in person or
by proxy at the meeting must be cast
for the proposal.
Majority of votes present in person or
by proxy at the meeting must be cast
for the proposal.
Majority of votes present in person or
by proxy at the meeting must be cast
for the proposal.
Majority of votes present in person or
by proxy at the meeting must be cast
for the proposal.
Impact of Abstentions or Broker Non-Votes
Abstentions have the same effect as
votes against. Broker non-votes are
not counted as votes for or against.
Abstentions and broker non-votes
have the same effect as votes
against.
Abstentions and broker non-votes
have the same effect as votes
against.
Abstentions have the same effect as
votes against. (Brokers are permitted
to exercise their discretion and vote
without specific instruction on this
matter. Accordingly, there are no
broker non-votes.)
Abstentions and broker non-votes
have the same effect as votes
against.
TEXAS INSTRUMENTS • 2017 PROXY STATEMENT
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