8-KLeadership ChangesCorporate ChangesRegulation FD+2

INTEL CORP 8-K Report, Executive Changes (Mar 19, 2018)

Filed March 19, 2018For Securities:INTC

Summary

Intel Corporation (INTC) filed an 8-K on March 19, 2018, primarily announcing two significant changes to its Board of Directors. Firstly, Dr. Risa J. Lavizzo-Mourey was elected as a new independent director, bringing extensive experience from her tenure as CEO of the Robert Wood Johnson Foundation and her current academic and board roles. Her appointment strengthens the Board's governance expertise, and she will receive standard director compensation, including a cash retainer and equity awards. Secondly, the Board approved a one-year waiver of the Board Chair Term Limit for Andy D. Bryant. This allows Mr. Bryant to continue as Chairman of the Board through the 2019 Annual Stockholders' Meeting, a decision the Board made to ensure continuity and facilitate the integration of newly appointed directors, given Mr. Bryant's substantial experience with Intel's business and strategy. These changes reflect Intel's ongoing efforts in board refreshment and governance.

Key Highlights

  • 1Dr. Risa J. Lavizzo-Mourey elected as a new independent director to the Board of Directors, effective March 14, 2018.
  • 2Dr. Lavizzo-Mourey brings significant experience, including her role as former CEO of the Robert Wood Johnson Foundation and current positions at the University of Pennsylvania and other corporate boards.
  • 3Dr. Lavizzo-Mourey will receive standard non-employee director compensation, including an annual retainer of $90,000 and approximately $183,340 in stock awards.
  • 4Intel's Board approved amendments to its Bylaws to simplify and clarify provisions regarding the appointment and removal of officers.
  • 5The distinction between 'elected' and 'appointed' officers has been eliminated, granting the Board and CEO more flexibility in officer management.
  • 6The Board waived the Board Chair Term Limit for Andy D. Bryant for one year, allowing him to continue as Chairman until the 2019 Annual Stockholders' Meeting.
  • 7The waiver for Mr. Bryant is intended to provide continuity and support the onboarding of new directors, given his extensive experience with Intel.

Frequently Asked Questions

Dr. Risa J. Lavizzo-Mourey was elected as a new independent director to Intel's Board of Directors, effective March 14, 2018. She brings a strong background in public health, executive leadership from the Robert Wood Johnson Foundation, and experience on other corporate boards.

The Board determined it was in the company's best interest for Andy D. Bryant to continue as Chairman for an additional year. This waiver of the term limit, which would have otherwise ended his tenure at the 2018 Annual Meeting, is intended to provide continuity and aid in the integration of new directors, leveraging Mr. Bryant's extensive knowledge of Intel's business and strategy.

Yes, Intel's Board approved amendments to the Bylaws to simplify and clarify officer appointment and removal processes. The amendments eliminate the distinction between 'elected' and 'appointed' officers, providing more streamlined authority to the Board and the CEO.

Dr. Lavizzo-Mourey will receive standard compensation for non-employee directors. This includes an annual retainer of $90,000 (pro-rated for her first year) and approximately $183,340 in restricted stock unit awards (both outperformance and time-based), which will vest according to the standard schedule for non-employee directors.