Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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): September 13, 2017
INTEL CORPORATION
(Exact name of registrant
as specified in its charter)
|
|
|
|
|
| Delaware |
|
000-06217 |
|
94-1672743 |
| (State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
|
|
| 2200 Mission College Blvd., Santa Clara, California |
|
95054-1549 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (408) 765-8080
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
|
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-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (d) |
Election of New Director |
On September 13, 2017, the Board of Directors (the “Board”) of Intel
Corporation (“Intel”) elected Andrew Wilson as a member of the Board, effective immediately.
The Board has determined that Mr. Wilson qualifies as
“independent” in accordance with the published listing requirements of NASDAQ. Mr. Wilson has not been appointed to any Board committees at this time.
Mr. Wilson, 43, joined Electronic Arts Inc. (“EA”) in May 2000 and has served as EA’s Chief Executive Officer and director of EA since September
2013. Previously, Mr. Wilson held several leadership positions at EA, including serving as Executive Vice President, EA SPORTS from August 2011 to September 2013. Mr. Wilson also serves as Chairman of the Board of Directors of the World
Surf League.
Mr. Wilson will receive the standard compensation amounts payable to non-employee directors of the Board.
Pursuant to these arrangements, commencing in September 2017, Mr. Wilson will be paid an annual retainer of $90,000 (in addition to any committee fees), which will be pro-rated for his first year of
service. In addition, in the fourth quarter of 2017, Mr. Wilson will be granted non-employee director outperformance restricted stock units and restricted stock units. Mr. Wilson’s awards will
have a cumulative value on the grant date of approximately $146,666, which is pro-rated from the value of the annual awards granted to non-employee directors, and the
awards will vest on the same schedule as the annual awards granted to non-employee directors in February 2017, subject to his continued service on the Board.
Mr. Wilson will also enter into Intel’s standard form of directors’ indemnification agreement with Intel, pursuant to which Intel agrees to indemnify its
directors to the fullest extent permitted by applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement.
| Item 7.01 |
Regulation FD Disclosure. |
Intel’s press release announcing the election of Mr. Wilson is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits. |
The following exhibit is furnished as part of this Report:
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.
|
|
|
|
|
|
|
|
|
INTEL CORPORATION (Registrant) |
|
|
|
| Date: September 18, 2017 |
|
|
|
/s/ Susie Giordano |
|
|
|
|
Susie Giordano Corporate Vice President and Corporate
Secretary |
