Shareholder meeting:
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We are pleased to invite you to attend the 1998 Annual Meeting of Stockholders which will be held on Thursday, April 16, 1998 at the Cafeteria on the Company's property, 8505 Forest Lane, Dallas, Texas, at 10:00 a.m. (Dallas time). The meeting will be held for the following purposes:
Item. 1. To elect directors for the ensuing year;
Item. 2. To consider and act upon a proposal to approve an amendment to the Company's Restated Certificate of Incorporation for the purpose of increasing the authorized shares of common stock of the Company from 500,000,000 to 1,200,000,000; and
Item. 3. To consider and act upon such other matters as may properly come before the meeting.
Stockholders of record at the close of business on February 17, 1998 are entitled to notice of and to vote at the annual meeting.
Stockholders are urged to vote their shares as promptly as possible by either (1) signing, dating and returning the enclosed proxy, or (2) calling the toll-free number indicated in the enclosed telephone voting instructions.
By Order of the Board of Directors,
(End of item excerpt.)
Dear Stockholder:
On the reverse side of this card are instructions on how to vote for the election of directors and the board proposal by telephone. Please consider voting by telephone. Your vote is recorded as if you mailed in your proxy card. We believe voting this way is convenient and it also saves the Company money.
TEXAS INSTRUMENTS
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [/]
_____________________________________________________________________________
The board of directors recommends a vote FOR the election of directors and the board proposal.
For All
Item. 1. Election of Directors For Withheld Except Nominee(s)
Written Below
Nominees: J.R. Adams, D.L. Boren, [ ] [ ] [ ]______________
J.B. Busey IV, D.A. Carp,
T.J. Engibous, G.W. Fronterhouse,
D.R. Goode, W.R. Sanders,
G.M. Shatto, and C.K. Yeutter.
For Against Abstain
Item. 2. Proposal regarding increasing the Company's authorized common stock. [ ] [ ] [ ]
If no contrary indication is made, this proxy
will be voted FOR the election of each board
nominee and FOR the board proposal.
Dated __________________________, 1998
______________________________________________
Signature
______________________________________________
Signature
NOTE: Please sign exactly as name appears hereon. For joint accounts both owners should sign. When signing as executor, administrator, attorney, trustee or guardian, etc., please give your full title.
IF YOU WISH TO VOTE BY TELEPHONE, PLEASE SEE INSTRUCTION CARD BELOW.
____________
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Dear Stockholder:
Texas Instruments Incorporated offers you a convenient way to vote your shares. By following the simple instructions below, your vote can now be counted over the telephone. We encourage you to take advantage of this new feature which eliminates the need to return the proxy card but authorizes the named proxies in the same manner as if you marked, signed and dated your proxy
card.
TELEPHONE VOTING INSTRUCTIONS
On a Touch-Tone Telephone - Call the toll-free number 1-888-___-____, 24 hours per day, 7 days a week. You will hear these instructions.
Press __ to vote FOR all nominees, or press __ to WITHHOLD for all nominees.
Press __ to vote FOR the proposal regarding increasing the
Company's authorized common stock, press __ to vote AGAINST the proposal, or press __ to ABSTAIN.
Press __ to conclude this phone call and to cast your vote.
HOWEVER, if you wish to withhold authority to vote for an individual nominee, you must do so by marking the exceptions box of your proxy card, writing the nominee(s) name in the space provided on the proxy card, signing, dating and returning the proxy card in the envelope provided.
If you vote by telephone, there is no need for you to mail back your proxy.
THANK YOU FOR VOTING.
Preliminary Copy
ANNUAL MEETING OF STOCKHOLDERS
April 16, 1998
February __, 1998
TO: Participants in the TI Universal Profit Sharing Plan (the "Universal Plan") and the TI U.S. Employees Retirement and Profit Sharing Plan (the "Retirement and Profit Sharing Plan")
The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement and Instructions to Trustee on Voting relate to shares of common stock of Texas Instruments Incorporated held by the Trustee for your profit sharing accounts.
As noted in the Proxy Statement, the TI board of directors has designated the following nominees for election to the board for the ensuing year: JAMES R. ADAMS, DAVID L. BOREN, JAMES B. BUSEY IV, DANIEL A. CARP, THOMAS J. ENGIBOUS, GERALD W. FRONTERHOUSE, DAVID R. GOODE, GLORIA M. SHATTO, WAYNE R. SANDERS and CLAYTON K. YEUTTER. Biographies of the nominees appear in the Proxy Statement. In addition, the board proposal set forth in the Proxy Statement is expected to be presented at the Annual Meeting. The board of directors of TI recommends a vote FOR the election of directors and the board proposal.
The Trustee is required to vote the whole shares held for each of your
accounts (and whole and fractional shares held for Tax Credit Employee Stock Ownership Accounts) in accordance with your instructions. If you wish to instruct the Trustee on the voting of whole shares held for your accounts (and whole and fractional shares held for Tax Credit Employee Stock Ownership Accounts), you should complete and sign the "Instructions to Trustee on Voting" form enclosed and return it in the addressed, postage-free envelope or use the telephone voting procedures specified on the voting instructions form by April 13, 1998.
If you are a participant in the Universal Plan and you do not instruct the Trustee on voting the whole shares held for your accounts (except Tax Credit Employee Stock Ownership Account shares) by April 13, 1998 in the manner specified on the voting instructions form, the Trustee will vote such shares in accordance with the vote of the majority of the shares for which the Trustee receives voting instructions from other Universal Plan participants. Similarly, if you are a participant in the Retirement and Profit Sharing Plan, and do not instruct the Trustee on voting the whole shares held for your accounts (except Tax Credit Employee stock ownership account shares) by April 13, 1998 in the manner specified on the voting instructions form, the Trustee will vote such shares in accordance with the vote of the majority of the shares for which the Trustee receives voting instructions from other Retirement and Profit Sharing Plan participants. Fractional shares and unallocated shares held for accounts other than Tax Credit Employee Stock Ownership Accounts will be voted in the same manner. The Trustee will vote the shares held for each Tax Credit Employee Stock Ownership Account (generally 8 to 64 whole shares per account) as instructed by participants by April 13, 1998 or as required by law or otherwise where no instructions are received.
NOTE: If you own TI shares in your own name, a Proxy for those shares will be sent to you in a separate package. Please sign and date the Proxy, if applicable, and return it in the envelope provided, or follow the telephone voting procedures accompanying the Proxy.
Steve Leven
Vice President, Human Resources
Preliminary Copy
INSTRUCTIONS TO TRUSTEE ON VOTING
TI COMMON STOCK HELD UNDER THE
TI EMPLOYEES UNIVERSAL PROFIT SHARING PLAN OR
TI U.S. EMPLOYEES RETIREMENT AND PROFIT SHARING PLAN
PLEASE VOTE BY SIGNING ON REVERSE SIDE AND RETURNING IN THE ENCLOSED ENVELOPE OR BY FOLLOWING THE TELEPHONE VOTING PROCEDURES
These voting instructions are requested in conjunction
with a proxy solicitation by the Board of Directors
of Texas Instruments Incorporated.
[participant identifying information]
I hereby instruct Bankers Trust Company as Trustee of the TI Employees Universal Profit Sharing Trust and of the TI U.S. Employees Retirement and Profit Sharing Trust ("Trusts") to vote in person or by proxy, at the annual meeting of stockholders of Texas Instruments Incorporated ("TI") on April 16, 1998, or any adjournments thereof, the whole shares of TI common stock ("TI stock") held in the TI Stock Funds under the Trusts which are attributable to my Universal Profit Sharing Account and CODA Account or Profit Sharing Account and 401(k) Account and the whole and fractional shares of TI Stock held in the TI Stock Funds which are attributable to my Tax Credit Employee Stock Ownership Account in the manner indicated on the reverse side of this form with respect to each item identified thereon.
The Trustee will vote the shares represented by this voting instructions form if, by April 13, 1998, (a) the form is properly signed and received, or (b) the telephone voting procedures are followed. Shares for which no voting instructions have been received will be voted as follows: for shares held under the TI U.S. Employees Universal Profit Sharing Plan (the "Universal Plan") in accordance with the vote of the majority of the shares for which voting instructions are received from other Universal Plan participants; for shares held under the TI U.S. Employees Retirement and Profit Sharing Plan (the "Retirement and Profit Sharing Plan") in accordance with the vote of the majority of the shares for which voting instructions are received from other Retirement and Profit Sharing Plan participants; except that for both the Universal Plan and the Retirement and Profit Sharing Plan, the Trustee will vote shares of TI stock attributable to Tax Credit Employee Stock Ownership Accounts for which no voting instructions have been received to the extent required by law or otherwise.
On the reverse side of this card are procedures on how to vote for the
election of directors and the board proposal by telephone. Please consider voting by telephone. Your vote is recorded as if you mailed in your voting instructions form. We believe voting this way is convenient and it also saves the Company money.
PLEASE MARK YOUR CHOICE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY: [ / ]
________________________________________________________________________
The board of directors of TI recommends a vote FOR the election of
directors and the board proposal.
For All
Item. 1. Election of Directors For Withheld Except Nominee(s)
Written Below
Nominees: J.R. Adams, D.L. Boren, [ ] [ ] [ ]______________
J.B. Busey IV, D.A. Carp,
T.J. Engibous, G.W. Fronterhouse,
D.R. Goode, W.R. Sanders,
G.M. Shatto, and C.K. Yeutter.
For Against Abstain
Item. 2. Proposal regarding increasing the
Company's authorized common stock. [ ] [ ] [ ]
Dated __________________________, 1998
______________________________________________
Signature
NOTE: Please sign exactly as name appears hereon. For joint accounts both owners should sign. When signing as executor, administrator, attorney, trustee or guardian, etc., please give your full title.
IF YOU WISH TO VOTE BY TELEPHONE, PLEASE SEE PROCEDURES BELOW.
____________
| | [TI LOGO]
|____________|
Texas Instruments Incorporated offers you a convenient way to vote your shares. By following the simple procedures below, your vote can now be counted over the telephone. We encourage you to take advantage of this new feature which eliminates the need to return the voting instructions form.
TELEPHONE VOTING PROCEDURES
On a Touch-Tone Telephone - Call the toll-free number 1-888-___-____,
24 hours per day, seven days a week. You will hear these directions.
Press __ to vote FOR all nominees, or press __ to WITHHOLD for all nominees.
Press __ to vote FOR the proposal regarding increasing the
Company's authorized common stock, press __ to vote AGAINST the proposal, or press __ to ABSTAIN.
Press __ to conclude this phone call and to cast your vote.
HOWEVER, if you wish to withhold authority to vote for an individual nominee, you must do so by marking the exceptions box of your voting instructions form, writing the nominee(s) name in the space provided on the voting instructions form, signing, dating and returning the voting
instructions form in the envelope provided.
If you vote by telephone, there is no need for you to mail back your voting instructions form.
THANK YOU FOR VOTING
EXECUTIVE COMPENSATION
Compensation Overview
The Company is committed to building shareholder value through improved performance and growth. To achieve this objective, TI seeks to create an environment in which employees recognize that they are valued as individuals and treated with respect, dignity and fairness.
The Company uses a merit-based system of compensation to encourage individual employees to achieve their productive and creative potential, and to link individual financial goals to Company performance. The Company regularly compares its compensation system with those of competitors and refines its system as necessary to encourage a motivated and productive work force.
The following tables provide information regarding the compensation of the Company's chief executive officer and each of the four other most highly compensated executive officers.
Summary Compensation Table
The following table sets forth information with respect to the compensation of the Company's chief executive officer and each of the four other most highly compensated executive officers for services in all capacities to the Company in 1995, 1996 and 1997, except as otherwise indicated.
Annual Compensation Long-Term Compensation
Awards Payouts
Stock
Name and Other Annual Restricted Options Long-Term All Other
Principal Compensation Stock Awards (in shares) Incentive Compensation
Position Year Salary Bonus F1(1) F2(2) F3(3) Plan Payouts F4(4)
T.J. Engibous 1997 $645,870 $1,500,000 -- 0 260,000 0 $ 98,604
President & CEO 1996 $509,640 $ 0 -- $875,000 120,000 0 $ 15,484
1995 $369,750 $1,000,000 -- 0 120,000 0 $145,887
W.P. Weber 1997 $441,620 $ 800,000 -- 0 100,000 0 $ 59,343
Vice Chairman 1996 $424,300 $ 0 -- 0 50,000 0 $ 24,868
1995 $404,250 $ 750,000 -- 0 100,000 0 $168,272
R.K. TempletonF5(5) 1997 $358,770 $1,100,000 -- 0 140,000 0 $ 41,278
Executive Vice 1996 $278,750 $ 0 -- 0 120,000 0 $ 3,200
President
R.J. Agnich 1997 $363,950 $ 600,000 -- 0 70,000 0 $ 47,954
Senior Vice 1996 $346,500 $ 0 -- 0 40,000 0 $ 19,040
President, 1995 $328,250 $ 550,000 -- 0 74,000 0 $119,202
Secretary &General Counsel
W.A. Aylesworth 1997 $363,950 $ 600,000 -- 0 70,000 0 $ 47,888
Senior Vice 1996 $346,500 $ 0 -- 0 40,000 0 $ 20,516
President, 1995 $328,250 $ 550,000 -- 0 74,000 0 $115,153
Treasurer & Chief FinancialOfficer
FNF1(1) The dollar value of perquisites and other personal benefits for each of the named executive officers was less than the established reporting thresholds.
F2(2) (a) For purposes of the table, restricted stock units awarded under the Company's Long-Term Incentive Plan are valued at market on the date of award.
(b) Payments pursuant to the restricted stock units awarded to
Mr. Engibous in 1996 are based primarily on whether the Company meets specific goals regarding return on net assets and revenue growth over a period of five years (as determined in accordance with the terms of the award) and generally are payable only if Mr. Engibous remains employed by the Company for a period of ten years. As of December 31, 1997, the value of the 40,000 unvested shares (as adjusted to give effect to the 1997 two-for-one stock split) was $1,800,000.
(c) Dividend equivalent payments are paid on restricted stock units at the same rate as dividends on the Company's common stock.
F3(3) The number of shares granted has been adjusted to give effect to the 1997 two-for-one stock split.
F4(4) During 1997, the Company made payments relating to premiums with respect to split-dollar life insurance policies in the following amounts: Mr. Engibous, $43,601; Mr. Weber, $21,387; Mr. Templeton, $8,977; Mr. Agnich, $16,075; and Mr. Aylesworth, $16,009. Also, the Company made payments relating to premiums with respect to travel and accident insurance policies in the amount of $200 for each of the named executive officers.
During 1997, the Company made matching contributions to the cash or deferred compensation account (401(k)) under the U.S. profit sharing plan in the amount of $3,200 for each of the named executive officers.
For 1997, the profit sharing cash payments and contributions (plus ERISA reductions for which the Company will provide an offsetting supplemental benefit) were as follows: Mr. Engibous, $51,603; Mr. Weber, $34,556; Mr. Templeton, $28,871; Mr. Agnich, $28,479; and Mr. Aylesworth, $28,479.
F5(5) Mr. Templeton became an executive officer of the Company in 1996.
(End of item excerpt.) |
