Summary
Texas Instruments (TXN) filed an 8-K on December 7, 2010, primarily to disclose an update on its fourth-quarter 2010 outlook via a press release furnished as an exhibit. Additionally, the filing details an amendment to the company's Director Compensation Plan, effective December 2, 2010. This amendment shifts the compensation structure for directors, moving from a fixed grant of restricted stock units (RSUs) and stock options to an annual grant with a specified grant-date value for both options and RSUs, determined by a Black-Scholes model.
Key Highlights
- 1Texas Instruments provided an updated outlook for the fourth quarter of 2010 through a furnished press release.
- 2The company's Board of Directors amended the 2009 Director Compensation Plan on December 2, 2010.
- 3The amended plan changes director compensation from a fixed number of RSUs and stock options to an annual grant with a target value.
- 4Each director will now receive an annual option grant valued at approximately $100,000 (using Black-Scholes).
- 5Each director will also receive an annual restricted stock unit (RSU) award valued at approximately $100,000.
- 6These changes to director compensation will first be reflected in the 2011 equity grants.
- 7The filing incorporates by reference a press release and the amended Director Compensation Plan as exhibits.
Frequently Asked Questions
The primary financial disclosure is an updated outlook for Texas Instruments' fourth quarter of 2010, which was provided in a press release furnished with this 8-K. Specific details of the outlook would be found within that press release.
Texas Instruments has amended its Director Compensation Plan. Previously, directors received a fixed grant of 2,500 RSUs and 7,000 stock options annually. Now, each director will receive an annual grant of stock options valued at approximately $100,000 and an RSU award valued at approximately $100,000, with these values determined using a Black-Scholes option-pricing model.
The amended Director Compensation Plan will be effective starting with the 2011 equity grants. The amendments were made by the Board of Directors on December 2, 2010.
Yes, the filing includes a 'Safe Harbor' statement under the Private Securities Litigation Reform Act of 1995, cautioning that actual results could differ materially from expectations. It lists numerous factors that could impact future performance, such as market demand, competition, innovation, economic conditions, and operational risks. Investors are urged to review the detailed risk factors in the company's most recent Form 10-K.