8-KLeadership ChangesShareholder Matters

INTEL CORP 8-K Report, Executive Changes (May 21, 2013)

Filed May 21, 2013For Securities:INTC

Summary

This 8-K filing by Intel Corporation on May 20, 2013, primarily details significant leadership changes and outcomes from the company's Annual Stockholders' Meeting. The most impactful event for investors is the official transition of Brian M. Krzanich to Chief Executive Officer (CEO), succeeding Paul S. Otellini, who retired from his CEO and President roles. Mr. Krzanich's appointment, along with his election to the Board of Directors, marks a new era for Intel, emphasizing continuity and experience given his long tenure with the company. Additionally, the filing reports on the outcomes of the Annual Stockholders' Meeting held on May 16, 2013. Key resolutions included the election of nine directors, the ratification of Ernst & Young LLP as the independent auditor, and the approval of executive compensation on an advisory basis. Shareholders also approved an amendment and extension of the 2006 Equity Incentive Plan. The departure of Mr. Otellini as CEO and his subsequent advisory role, along with organizational adjustments, are also notable points for understanding the company's strategic direction and management transition.

Key Highlights

  • 1Brian M. Krzanich officially became Intel's CEO on May 16, 2013, and was elected to the Board of Directors and its Executive Committee.
  • 2Paul S. Otellini retired as CEO and President on May 16, 2013, and entered into a one-year advisory agreement with Intel.
  • 3Mr. Otellini's advisory role includes advising the new CEO on customer engagements and management transition, with specific compensation terms including a reduced base salary and equity awards.
  • 4Intel's Annual Stockholders' Meeting on May 16, 2013, resulted in the election of nine directors.
  • 5Shareholders ratified Ernst & Young LLP as Intel's independent registered public accounting firm for 2013.
  • 6An advisory vote approved Intel's executive compensation, while a stockholder proposal regarding executive stock retention was not approved.
  • 7Organizational changes were announced, including David Perlmutter leading a management transition effort where certain business groups will now report directly to the new CEO, Mr. Krzanich.

Frequently Asked Questions

Brian M. Krzanich became the new CEO of Intel on May 16, 2013. He has a long history with Intel, joining in 1982, and previously served as Executive Vice President and Chief Operating Officer. His experience includes leadership roles in manufacturing and supply chain operations.

Paul S. Otellini retired as CEO and President on May 16, 2013. He has entered into a one-year advisory agreement to assist the new CEO and senior management with customer engagements and management transition matters. His compensation for this role includes a reduced base salary and potential equity awards.

At the meeting held on May 16, 2013, stockholders elected nine directors, ratified the selection of Ernst & Young LLP as the independent auditor, approved executive compensation on an advisory basis, and amended/extended the 2006 Equity Incentive Plan. A stockholder proposal regarding executive stock retention was not approved.

Yes, effective May 20, 2013, Intel Architecture Group will undergo organizational changes. Businesses and engineering groups previously within this group, including Datacenter and Connected Solutions Group and PC Client Group, will now report directly to the new CEO, Brian M. Krzanich, as part of a management transition effort led by David Perlmutter.