Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) Election of New Director.
On June 15, 2020, the Board of Directors (“Board”) of Intel Corporation (“Intel”) elected Mr. Dion J. Weisler to the Board, effective immediately. The Board determined that Mr. Weisler qualifies as “independent” in accordance with the published listing requirements of Nasdaq. Mr. Weisler was also appointed to the Compensation and Finance Committees.
Mr. Weisler, 52, served as the President and Chief Executive Officer of HP, Inc. (“HP”), a computer, printer and related supplies technology company, from November 1, 2015 through October 31, 2019. Previously, he served at HP as Executive Vice President of the Printing and Personal Systems Group from June 2013 to November 2015 and as Senior Vice President and Managing Director, Printing and Personal Systems, Asia Pacific and Japan from January 2012 to June 2013. Prior to joining HP, he served at Lenovo Group Ltd., a technology company, from 2007 to 2011, including as Vice President and Chief Operating Officer of the Product and Mobile Internet Digital Home Groups from January 2008 to December 2011, and as Vice President and General Manager, South East Asia (2007 to 2008). His prior experience also included management positions with Telstra Corporation Limited, a telecommunications company, and Acer Incorporated, a hardware and electronics company. Mr. Weisler served as a member of the board of directors of HP, Inc. from 2015 to May 12, 2020. He has served as a member of the board of directors of Thermo Fisher Scientific Inc. since 2017 and as a board member of BHP Group Limited (Australia) and BHP Group PLC (UK) since June 2020.
Mr. Weisler will receive the standard compensation amounts payable to non-employee directors of the Board. Pursuant to these arrangements, commencing in June 2020, Mr. Weisler will be paid an annual cash retainer of $90,000 (in addition to any committee fees), which will be pro-rated for his first year of service. In addition, in the third quarter of 2020, Mr. Weisler will be granted non-employee director time-based restricted stock units (“RSUs”) with a value on the grant date of approximately $201,667, 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 14, 2021 and the date of Intel’s 2021 Annual Stockholders’ Meeting, the same schedule as the annual award granted to the non-employee directors in May 2020, subject to Mr. Weisler’s continued service on the Board.
Mr. Weisler 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.