Current Report Filing (8-k)
March 23 2017 - 08:18AM
Edgar (US Regulatory)
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): March 21, 2017
INTEL CORPORATION
(Exact name of registrant
as specified in its charter)
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Delaware
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000-06217
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94-1672743
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2200 Mission College Blvd., Santa Clara, California
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95054-1549
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(408) 765-8080
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Not Applicable
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(Former name or former address, if changed since last report.)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d)
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Election of New Directors
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On March 21, 2017, the Board of Directors (the Board) of Intel
Corporation (Intel) elected Omar Ishrak as a member of the Board, effective immediately, and elected Gregory D. Smith as a member of the Board, effective as of March 23, 2017.
The Board has determined that each of Mr. Ishrak and Mr. Smith qualifies as independent in accordance with the published listing requirements of
NASDAQ. Neither Mr. Ishrak nor Mr. Smith has been appointed to any Board committees at this time.
Mr. Ishrak, 61, is the Chairman and Chief
Executive Officer of Medtronic plc, serving in that role since 2011. Prior to joining Medtronic, he spent 16 years in various roles with General Electric Company, most recently as President and Chief Executive Officer of GE Healthcare Systems, a
division of GE Healthcare. Mr. Ishrak is a member of the board of trustees of the Asia Society and a member of the board of directors of Minnesota Public Radio. He holds a Bachelor of Science degree and Ph.D. in Electrical Engineering from the
University of London, Kings College.
Mr. Smith, 50, is the Chief Financial Officer, Executive Vice President, Corporate Development and Strategy of The
Boeing Company, serving in that role since February 2015. Mr. Smith previously served as Boeings Executive Vice President, Chief Financial Officer since February 2012, and he held various other leadership roles with Boeing since 2008.
Prior to that, he served for four years as Vice President of Global Investor Relations at Raytheon Company. Mr. Smith serves on the board of trustees for the Chicago Museum of Science and Industry, and on the board of directors of the Economic
Club of Chicago, the Chicago Botanic Garden, and the Northwestern Medicine Community Physicians Group.
Mr. Ishrak and Mr. Smith will each receive the
standard compensation amounts payable to
non-employee
directors of the Board. Pursuant to these arrangements, commencing in March 2017, Mr. Ishrak and Mr. Smith will each be paid an annual
retainer of $90,000 (in addition to any committee fees), which will be
pro-rated
for their first year of service. In addition, in May 2017, Mr. Ishrak and Mr. Smith will each be granted
non-employee
director outperformance restricted stock units and restricted stock units. Each directors awards will have a cumulative market value on the grant date of approximately $183,340, 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 each directors respective continued service on the Board.
Mr. Ishrak and Mr. Smith will also each enter into Intels 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
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Regulation FD Disclosure.
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Intels press release announcing the elections of Mr. Ishrak and
Mr. Smith is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01
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Financial Statements and Exhibits.
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The following exhibit is furnished as part of this Report.
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Exhibit Number
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Description
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99.1
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Press Release dated March 23, 2017
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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.
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INTEL CORPORATION
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(Registrant)
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Date: March 23, 2017
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/s/ Suzan A. Miller
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Suzan A. Miller
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Vice President, Deputy General Counsel and
Corporate
Secretary
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