8-KLeadership ChangesExhibits & Filings

TEXAS INSTRUMENTS INC 8-K Report, Executive Changes (Jan 7, 2009)

Filed January 7, 2009For Securities:TXN

Summary

Texas Instruments Inc. (TXN) filed an 8-K on January 7, 2009, to announce the adoption of two new compensation plans, effective January 1, 2009: the TI Deferred Compensation Plan (DCP) and the TI Employees Non-Qualified Pension Plan II. These plans are designed to comply with Section 409A of the Internal Revenue Code and address administrative requirements. The DCP allows U.S. employees earning above a certain threshold ($135,000 in 2008) to defer a portion of their salary, bonus, and profit sharing. The Non-qualified Plan provides supplemental retirement benefits for employees whose qualified pension benefits are limited by IRS regulations or who elect to participate in the DCP. While the details of these plans are provided, it is important for investors to note that the exact amounts payable to executive officers under these plans cannot be determined at this time due to uncertainties regarding future compensation, participation levels, and investment performance. The deferred compensation balances are unsecured and remain part of the company's operating assets, with no guaranteed returns. The primary impact for investors is the company's proactive compliance with tax regulations concerning executive compensation and retirement benefits.

Key Highlights

  • 1Texas Instruments adopted two new compensation plans: the TI Deferred Compensation Plan (DCP) and the TI Employees Non-Qualified Pension Plan II, effective January 1, 2009.
  • 2The new plans are intended to comply with Section 409A of the Internal Revenue Code and related regulations.
  • 3The DCP allows eligible U.S. employees (base salary exceeding $135,000 in 2008) to defer a portion of their salary, bonus, and profit sharing.
  • 4The TI Employees Non-Qualified Pension Plan II provides supplemental retirement benefits to employees impacted by IRS limits on qualified pension plans or those participating in the DCP.
  • 5Deferred compensation balances under the DCP are unsecured and are part of the company's operating assets.
  • 6The company does not guarantee any minimum return on deferred compensation amounts.
  • 7The exact future payout amounts for executive officers under these plans are currently indeterminable.

Frequently Asked Questions

The primary purpose is to comply with Section 409A of the Internal Revenue Code and its regulations regarding deferred compensation and non-qualified pension benefits, ensuring adherence to tax laws.

Any U.S. employee of Texas Instruments whose base salary exceeded a determined level, which was $135,000 per year in 2008, is eligible to defer a portion of their salary, bonus, and profit sharing.

No, the deferred compensation account balances are unsecured and remain part of the company's operating assets. Texas Instruments does not guarantee any minimum return on these deferred amounts.

The exact amounts are impossible to determine due to uncertainties regarding which executive officers will participate, their future compensation levels, their specific deferral elections, and the performance of the investment alternatives chosen for the deferred funds.