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TI's directors under fire after stock option plan

An influential adviser to institutional investors is urging its clients to oppose the re-election of the directors of Texas Instruments, including Thomas J. Engibous, the company's chairman and CEO.

The adviser, Institutional Shareholder Services of Rockville, Maryland, is angered by the recent disclosure that the Texas Instruments board had adopted a costly stock option plan without obtaining shareholders' approval. It is recommending that the company's stockholders withhold their votes for the eight directors who can stand for re-election.

The Texas Instruments board decided in January to set aside 240 million shares to be granted to nonmanagement employees as stock options. In a report sent late Friday to its clients, Institutional Shareholder Services raised doubts "about the stewardship of the entire compensation process."

It said the quiet adoption of the plan by the company's board seemed intended to escape a rule proposed by the New York Stock Exchange requiring companies listed on the Big Board to obtain shareholder approval for all option plans. Texas Instruments' stock trades on the exchange, and the number of shares set aside for the option plan represent almost 14 percent of the total outstanding.

"In light of the proposed rule by the New York Stock Exchange and the SEC's deliberation on the rule in the fall, it was widely believed that all stock option plans would need shareholder approval," said Martha L. Carter, director of US research at Institutional Shareholder Services.
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