INTEL CORP false 0000050863 0000050863
2022-01-05 2022-01-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5,
2022

INTEL
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-06217
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94-1672743
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number) |
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(IRS Employer
Identification No.)
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2200 Mission College Blvd., Santa Clara, California
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95054-1549
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(Address of principal executive
offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (408)
765-8080
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Not Applicable
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(Former name or former address, if
changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par
value |
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INTC |
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Nasdaq Global Select
Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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(b), (c), (e)
Appointment of Chief Financial
Officer
On January 10, 2022, Intel Corporation (“Intel”) announced that its
Board of Directors (the “Board”) appointed David A. Zinsner as
Executive Vice President and Chief Financial Officer, effective as
of January 17, 2022 (the “Effective Date”). In this role, he
will oversee Intel’s global finance organization. He will also
serve as Intel’s principal accounting officer.
Mr. Zinsner, 53, will join Intel from Micron Technology, Inc.,
a manufacturer of memory and storage products, where he most
recently served as Executive Vice President and Chief Financial
Officer. From February 2018 to October 2021, he served as Senior
Vice President and Chief Financial Officer of Micron. Previously,
from April 2017 to February 2018, he served as the President and
Chief Operating Officer of Affirmed Networks, Inc. From January
2009 to April 2017, he served as Senior Vice President of Finance
and Chief Financial Officer of Analog Devices, Inc. From July 2005
to January 2009, Mr. Zinsner served as Senior Vice President
and Chief Financial Officer of Intersil Corporation.
In connection with his appointment as Chief Financial Officer,
Intel entered into an offer letter with Mr. Zinsner (the
“Offer Letter”) setting forth the terms of his employment and
compensation. Pursuant to the Offer Letter, Mr. Zinsner’s base
salary will be $800,000, and he will be eligible for an annual
incentive cash bonus with a target amount of $1,320,000 under
Intel’s Executive Annual Performance Bonus Plan and a quarterly
incentive cash bonus under Intel’s broad-based quarterly bonus
program. Mr. Zinsner will be granted annual equity awards in
January 2022 with an aggregate target value of approximately
$8,250,000, comprised of approximately 50% performance-based
restricted stock units (“PSUs”) and 50% time-based restricted stock
units (“RSUs”).
The Offer Letter provides for certain new hire “make-whole”
compensation to be provided to Mr. Zinsner in the form of
equity awards and a cash bonus, designed primarily to make him
whole for compensation that he forfeited upon his departure from
his prior employer. These include PSUs with a target value of
approximately $5,000,000, and RSUs with a target value of
approximately $12,000,000. In addition, Mr. Zinsner will
receive a cash bonus of $2,000,000, payable within 30 days
following the Effective Date. In the event he voluntarily
terminates his employment or is terminated by Intel for cause
within two years of the payment date, he must repay the cash bonus
on a prorated basis, as described in the Offer Letter.
Mr. Zinsner’s equity awards will be subject to the terms and
conditions of Intel’s 2006 Equity Incentive Plan.
The foregoing description of Mr. Zinsner’s compensation
arrangements is qualified in its entirety by reference to the Offer
Letter, which is attached as Exhibit 10.1 to this report.
Mr. Zinsner will also enter into Intel’s standard form of
officers’ indemnification agreement with Intel, pursuant to which
Intel agrees to indemnify its officers 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.
In connection with the appointment of Mr. Zinsner as Chief
Financial Officer, George Davis will step down as Chief Financial
Officer and principal accounting officer as of the Effective Date
and will serve as Executive Advisor until he retires from Intel in
May 2022.
Departure of General Manager of
Client Computing Group
On January 5, 2022, Gregory M. Bryant, Executive Vice
President and General Manager of the Client Computing Group (“CCG”)
of Intel notified Intel of his decision to resign, effective as of
January 31, 2022, in order to pursue another career
opportunity.
Michelle Johnston Holthaus, Intel’s Executive Vice President and
General Manager of the Sales, Marketing, and Communications Group
(“SMG”), has been named to replace Mr. Bryant as General
Manager of CCG. While the company searches for a new head of SMG,
Ms. Holthaus will remain head of SMG and James Johnson,
Intel’s Senior Vice President, CCG, will serve as the interim head
of CCG effective immediately.
Item 7.01 |
Regulation FD Disclosure.
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Intel’s press releases, dated January 10, 2022, announcing the
appointment of Mr. Zinsner as Intel’s Chief Financial Officer
and the CCG leadership changes are furnished as Exhibit 99.1
and Exhibit 99.2, respectively, to this report.
The information in 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 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are provided as part of this report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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INTEL CORPORATION |
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(Registrant) |
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Date: January 10, 2022 |
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/s/ Susie Giordano
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Susie Giordano |
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Corporate Vice President and
Corporate Secretary |
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