Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Election of Director.
On January 15, 2020, the Board of Directors ("Board") of Intel Corporation
("Intel") elected Ms. Alyssa Henry to the Board, effective immediately. The
Board determined that Ms. Henry qualifies as "independent" in accordance with
the published listing requirements of Nasdaq. Ms. Henry has not been appointed
to any Board committees at this time.
Ms. Henry, 49, has served as Seller Lead for Square, Inc. - a provider of
software, hardware and financial services for small businesses and individuals -
since 2014. She oversees global engineering, product management, design, sales,
marketing, partnerships and support for Square's seller-facing software and
financial services products. Prior to Square, she served in various positions
with Amazon.com, Inc. from 2006 to 2014, including as vice president of Amazon
Web Services Storage Services, where she led services including Amazon S3,
Amazon EBS and Amazon Lambda; and as Amazon's director of software development
for ordering, with responsibility for Amazon's ordering workflow software and
databases. Before Amazon, Ms. Henry spent 12 years at Microsoft Corporation
working on databases and data access technologies in a variety of engineering,
program management and product unit management roles. Ms. Henry started her
career as a developer in the financial services industry. She has served as a
member of the board of directors of Unity Technologies, a privately held
company, since December 2018.
Ms. Henry will receive the standard compensation amounts payable
to non-employee directors of the Board. Pursuant to these arrangements,
commencing in January 2020, Ms. Henry will be paid an annual cash retainer of
$90,000 (in addition to any committee fees), which will be pro-rated for her
first year of service. In addition, in the first quarter of 2020, Ms. Henry will
be granted non-employee director time-based restricted stock units ("RSUs") with
a value on the grant date of approximately $91,667, which is pro-rated from the
value of the annual award granted to non-employee directors. The award will vest
on the earlier of May 16, 2020 and the date of Intel's 2020 Annual Stockholders'
Meeting, the same schedule as the annual award granted to the non-employee
directors in May 2019, subject to Ms. Henry's continued service on the Board.
Ms. Henry will also enter into Intel's 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 Regulation FD Disclosure.
Intel's press release dated January 21, 2020 announcing the appointment of
Dr. Omar Ishrak as Chairman of the Board (see Item 8.01 below) and the election
of Ms. Henry to the Board on January 15, 2020 is furnished as Exhibit 99.1 to
this Current Report on Form 8-K. The information in this Item 7.01 of this
Report is furnished and shall not be treated as filed for purposes of the
Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
On January 15, 2020, Mr. Andy D. Bryant stepped down as Chairman of the Board,
and the Board elected Dr. Omar Ishrak as independent Chairman of the Board,
effective immediately. As reported in the Current Report on Form 8-K filed by
Intel with the Securities and Exchange Commission on March 25, 2019, Mr. Bryant
does not expect to stand for reelection to the Board at Intel's 2020 Annual
Stockholders' Meeting, and he is stepping down now as Chairman to help
facilitate an effective transition of the role to Dr. Ishrak. Mr. Bryant remains
a director on the Board and he intends to serve the remainder of his term
through the end of the 2020 Annual Stockholders' Meeting. The Board thanked and
congratulated Mr. Bryant for his more than seven years of service as Chairman of
the Board.
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Item 9.01 Financial Statements and Exhibits.
The following exhibits are provided as part of this report:
Exhibit
Number Description
99.1 Press Release issued by Intel titled "Intel Board of Directors
Elects New Chairman and New Director," dated January 21, 2020.
104 Cover Page Interactive Data File, formatted in Inline XBRL and
included as Exhibit 101.
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