UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 2, 2004
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
DELAWARE 001-03761 750289970
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
12500 TI BOULEVARD
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 995-3773
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Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-(4c))
ITEM 1.01. Entry into a Material Definitive Agreement.
Effective December 2, 2004, the compensation for the Registrant's Board of
Directors will be as set forth on Exhibit 10(i) hereto.
ITEM 9.01. Exhibits
Designation of
Exhibit in
this Report Description of Exhibit
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10(i) Attached hereto as Exhibit 10(i) and incorporated herein by
reference is a summary, effective December 2, 2004, of the
compensation for the Registrant's Board of Directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
Date: December 3, 2004 By: /s/ JOSEPH F. HUBACH
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Joseph F. Hubach
Senior Vice President,
Secretary and
General Counsel
Exhibit 10(i)
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COMPENSATION OF BOARD MEMBERS
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The Board, upon recommendation from the Governance and Stockholder Relations
Committee, will establish appropriate compensation for Board members from time
to time. Until a change appears appropriate, members of the Board of Directors
of Texas Instruments Incorporated who are not officers of TI will receive an
annual retainer of $70,000; the Chair of the Audit Committee will receive an
additional annual retainer of $10,000, the Chair of the Compensation Committee
will receive an additional annual retainer of $5,000 and the Chair of the
Governance and Stockholder Relations Committee will receive an additional annual
retainer of $5,000.
From time to time, the Chairman of the Board may designate additional activities
for Board members. In the event designated activities are undertaken by a Board
member, compensation will be $1,000 per day, prorated based on time actually
spent on such activities.
Under the Texas Instruments 2003 Director Compensation Plan, new members of the
Board who are not officers of TI will be awarded 2,000 restricted stock units,
each representing one share of Company common stock. The restricted stock units
will provide for issuance of Company common stock at the time of retirement from
the Board or upon earlier termination of service from the Board after completing
eight years of service or because of death or disability. Also, each member of
the Board who is not an officer of TI will be annually granted a 10-year option
to purchase 15,000 shares of TI common stock.