Texas Instruments Inc. - Shareholder/Analyst Call

Texas Instruments Inc. (TXN)

April 19, 2012 11:00 am ET


Joseph F. Hubach - Chief Compliance Officer, Senior Vice President, General Counsel and Secretary

Richard K. Templeton - Chairman, Chief Executive Officer, President and Member of Special Committee


Joseph F. Hubach

Ladies and gentlemen -- excuse me, ladies and gentlemen. We'll get started as soon as we're seated. I'd like to point out that in the event of an emergency, we have 3 emergency exits. One is to my right, across from the podium, and 2 along the back wall. Thank you. Mr. Chairman.

Richard K. Templeton

Joe, thank you. Good morning, everybody. The 2012 annual meeting of stockholders for Texas Instruments Incorporated is hereby called to order. I'm Rich Templeton, Chairman, President and Chief Executive Officer, and it is my pleasure to welcome you to this year's annual meeting.

First, our agenda today is the election of directors followed by the consideration of 2 proposals, an advisory vote on executive compensation, or as it is more commonly known, say-on-pay, and the ratification of independent auditors. While the polls are open for voting on the directors and these proposals, I will review our strategic direction. The secretary's report on voting will then follow, after which questions or comments from the floor will be in order. If you would, please hold your questions or comments until that time as they may be covered during the course of the meeting.

But before we begin, I want to introduce some special guests that are with us here today. First is Margaret McDermott and Mary McDermott Cook, wife and daughter of TI founder Eugene McDermott. Margaret and Mary, would you please either stand or wave to the audience, Margaret?

We're also pleased to have former President, CEO and Director of TI, Fred Bucy. Fred, would you please stand?

We're also pleased to have with us a former Director of TI, Jim Adams. Jim, would you please stand?

And finally, Haley Harris, wife of former TI Director, Buddy Harris. Haley, would you please stand or wave to the audience?

Joe Hubach, Secretary of the company, will act as secretary of this meeting. The Board of Directors has appointed an independent inspector to conduct the vote of this meeting. Joe has advised me that holders of more than 88% of the outstanding common stock are represented at the meeting by proxy or in person. This constitutes a quorum.

At this time, I'm pleased to introduce the nominees for election to the TI board. All were elected at last year's annual meeting. As I introduce the nominees, I ask that they please stand and remain standing. In addition to myself, the nominees are Ralph Babb, Dan Carp, Carrie Cox, Pam Patsley, Robert Sanchez, Wayne Sanders, Ruth Simmons and Christie Whitman. Each of these nominations and their qualifications as directors are listed in our proxy statement. TI's bylaws require advance notice of proposed nomination. Since no notice of other nominations have been submitted in accordance with the bylaws, the nominations are closed. Thank you.

We will now consider the 2 board proposals. The Board of Directors recommends that stockholders cast an advisory vote for the proposal approving executive compensation for 2001, as disclosed in our proxy statement, and that stockholders ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for 2012. The text and related discussion of the board proposals are in our proxy statement, so I won't take additional time to describe the proposals. This would be an appropriate time for comment on the nominations and the board proposals. Please limit your comments to a total of 3 minutes if you have them.

We will now open the polls and take the vote on the election of directors and the board proposals. The polls will remain open for 10 minutes. The votes of the 401(k) participants and those of you who have sent in a proxy or used the telephone or Internet voting procedures have already been counted. If any shareholder of record has not submitted a proxy or voted by telephone or Internet and wishes to submit a ballot, you may do so now. The right to vote directly at this meeting is limited to stockholders of record and proxy holders. Also, if you have previously submitted a proxy or voted by telephone or Internet, you may change your vote by submitting a ballot. Please raise your hand if you need a ballot.


After voting, please return your ballot. While the votes are being tabulated, I will take a few moments to share my thoughts with you about our strategic direction, as well as the progress that we're making.

Over the last year, we made some big decisions and we also made some big moves. We strengthened our position in Analog and industrial markets with the acquisition of National Semiconductor. We adjusted our Wireless strategy for a post-basedband era, which has long been anticipated and is finally fast approaching. We went all in on microcontrollers, betting big that ultra-low power will become an even more important differentiator of the future. We committed to extending our history of innovative disruptive technologies by funding R&D initiatives around the globe -- in Silicon Valley, in India and in Shanghai. We challenged our sales team, giving them more products to sell. We continued to pour more resources into the fastest-growing regions and markets, reallocating them from areas that did not hold similar promise and pruning the portfolio where it made sense.

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