8-KCorporate ChangesExhibits & Filings

INTEL CORP 8-K Report, Bylaw Amendment (Jan 26, 2016)

Filed January 26, 2016For Securities:INTC

Summary

Intel Corporation (INTC) has filed an 8-K report detailing amendments to its corporate bylaws, most notably the adoption of "proxy access" provisions. This change allows eligible stockholders, meeting specific ownership thresholds and holding periods, to nominate director candidates for inclusion in Intel's proxy materials. The company engaged in discussions with stockholders prior to implementing these changes to balance stockholder rights with the corporation's long-term interests. The amendments also include revisions to meeting procedures, notice periods for stockholder proposals and nominations, and other clarifying adjustments. These changes are effective immediately, with a specific provision regarding advance notice for annual meetings becoming effective on February 18, 2016, to maintain the existing notice period for the 2016 annual meeting. Investors should note this move towards enhanced shareholder engagement and governance.

Key Highlights

  • 1Intel adopted "proxy access" bylaws, allowing eligible stockholders to nominate directors.
  • 2Eligibility for proxy access requires owning at least 3% of outstanding common stock continuously for at least three years.
  • 3Stockholders can nominate up to the greater of two directors or 20% of the board size.
  • 4The Board consulted with stockholders to determine appropriate proxy access terms.
  • 5Bylaws were also amended to revise meeting procedures and stockholder notice periods for proposals and nominations.
  • 6Most bylaw amendments are effective immediately, with a specific notice period adjustment effective February 18, 2016.

Frequently Asked Questions

Proxy access is a bylaw provision that allows certain long-term shareholders to nominate director candidates and have those nominations included in the company's official proxy materials distributed to all shareholders. Intel is implementing this to provide meaningful proxy access rights for stockholders while furthering the long-term interests of the Corporation and its stockholders, following discussions with its shareholders.

To be eligible, a stockholder, or a group of up to 20 stockholders, must have owned at least 3% of Intel's outstanding common stock continuously for at least three years. Additionally, both the stockholder(s) and the nominee(s) must satisfy specific requirements outlined in the amended bylaws.

Eligible stockholders can nominate up to the greater of two directors or 20% of the number of directors then in office.

Yes, the bylaws have been revised to change the period for delivering notice to Intel of nominations and proposals intended to be presented by stockholders. Specifically, the amendment related to the advance notice period for annual meetings becomes effective on February 18, 2016, to preserve the notice period for the 2016 annual meeting.