8-KMaterial AgreementsCorporate ChangesExhibits & Filings

INTEL CORP 8-K Report, Material Agreement (May 22, 2009)

Filed May 22, 2009For Securities:INTC

Summary

Intel Corporation filed an 8-K on May 21, 2009, reporting on two key corporate governance changes approved by its stockholders and Board of Directors. The most significant event for investors is the approval on May 20, 2009, of an amendment and extension to the Intel Corporation 2006 Equity Incentive Plan. This amendment extends the plan's term to June 30, 2012, and authorizes a substantial increase in the number of shares available for issuance under the plan, including potential additional shares for a stock option exchange program. Additionally, on May 19, 2009, Intel's Board approved amendments to its Bylaws, effective immediately. These amendments allow for the election of a non-employee Chairman of the Board, reflecting a potential shift in corporate governance structure and accountability. Investors should note these changes as they impact the company's executive compensation framework and board leadership.

Key Highlights

  • 1Stockholders approved an amendment and extension of the 2006 Equity Incentive Plan, extending its term to June 30, 2012.
  • 2The authorized shares for the Equity Incentive Plan were increased to a total of 428 million shares, with an additional 235 million potentially available for a stock option exchange program.
  • 3The amended plan allows for grants of stock options, stock appreciation rights, restricted stock, and restricted stock units (RSUs) to employees and non-employee directors.
  • 4Specific limits are placed on the number of shares that can be issued as restricted stock/RSUs and on the number of shares subject to awards for individual employees and non-employee directors annually.
  • 5Vesting requirements for awards under the plan are outlined, with typical minimum vesting periods for stock options, SARs, restricted stock, and RSUs, unless performance-based criteria are met.
  • 6Intel's Board approved amendments to the company's Bylaws, effective immediately.
  • 7The Bylaw amendments permit the Board to elect a non-employee Chairman of the Board.

Frequently Asked Questions

The primary purpose of the amendment is to extend the plan's term until June 30, 2012, and to significantly increase the number of shares available for employee and director compensation, including stock options and restricted stock units. This allows Intel to continue using equity as a tool for attracting, retaining, and incentivizing talent.

Increasing the authorized shares provides Intel with greater flexibility to grant equity-based compensation. The additional shares can be used for regular awards, long-term executive retention, and potentially to facilitate a stock option exchange program, which might be used to address underwater options held by employees.

Intel's Board of Directors approved amendments to the company's Bylaws that allow for the election of a non-employee Chairman of the Board. This change provides the Board with the option to separate the roles of CEO and Chairman, potentially enhancing corporate governance and board oversight.

Yes, the amended plan includes limits. For example, in any single calendar year, an employee participant cannot be granted more than 3 million shares subject to stock options or stock appreciation rights, and no more than 2 million shares subject to restricted stock or restricted stock unit awards. Non-employee directors are limited to 30,000 shares subject to awards in a single year.