INTEL CORP false 0000050863 0000050863
2022-11-17 2022-11-17
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): November 17,
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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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. ☐
On November 22, 2022, Intel Corporation (“Intel” or the
“Company”) announced that the Board of Directors (“Board”) and/or
its committees approved the following actions in connection with
their ongoing governance oversight responsibilities and board and
committee refreshment.
| 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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| (d) |
Election of New Director.
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On November 17, 2022, the Board elected Barbara G. Novick to
the Board, effective December 1, 2022 (the “Effective Date”).
The Board determined that Ms. Novick qualifies as
“independent” in accordance with the published listing requirements
of Nasdaq, and she has been appointed to the Audit &
Finance Committee and Compensation Committee as of the Effective
Date.
Ms. Novick, 62, co-founded BlackRock, Inc. in 1988 and
continued as its Vice Chairman until February 2021 when she
transitioned to Senior Advisor. From 1988 to 2009, Ms. Novick
headed the Global Account Management Group at Blackrock and oversaw
global business development, marketing and client service across
equity, fixed income, liquidity, alternative investment and real
estate products for institutional and individual investors and
their intermediaries worldwide. In 2009, she established
BlackRock’s Global Government Relations and Public Policy Group to
provide a voice for investors, which she headed until 2021; and
from 2018 to 2020, she additionally oversaw BlackRock’s Global
Investment Stewardship team.
Ms. Novick has served since 2021 on the private company board
of directors of New York Life Insurance Company, a mutual insurance
company, and American Financial Exchange (AFX), an electronic
exchange for direct lending and borrowing by American banks and
financial institutions. She also serves on the boards of the
Peterson Institute for International Economics, 100 Women in
Finance, Committee on Capital Markets Regulation, and the Millstein
Center for Global Markets and Corporate Ownership, and on the
advisory boards of Growth Curve Capital and Center for Financial
Stability. She previously served on the boards of Cornell
University from 2012 to 2020 and the Investment Company Institute
from 2015 to 2021. Ms. Novick earned a B.A., cum laude, in
Economics from Cornell University. She has authored numerous
articles on asset management and public policy issues and over her
career received numerous awards and accolades, including
Barron’s 100 Most
Influential Women in U.S. Finance in 2020.
Ms. Novick will receive the standard compensation payable to
non-employee directors of
the Board (“Intel Board Compensation”). Pursuant to these
arrangements, commencing on the Effective Date, she 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 2023, Ms. Novick will be granted an
award of non-employee
director time-based restricted stock units with a value on the
grant date of approximately $91,667, which is pro-rated from the value of the annual
award granted to Intel’s non-employee directors in May 2022. The
award will vest on the earlier of May 12, 2023 and the date of
Intel’s 2023 Annual Stockholders’ Meeting, the same schedule as the
annual award granted to Intel’s other non-employee directors in May 2022,
subject to Ms. Novick’s continued service on the Board.
Ms. Novick 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.
Ms. Novick does not have any family relationship with any
director or executive officer of Intel, or person nominated or
chosen by Intel to become a director or executive officer, and she
has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
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Compensatory Arrangements of Certain
Officers.
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Amendments to Chief Executive
Officer’s 2021 New Hire Performance-Based Equity Awards
The Compensation Committee (“Committee”) of the Board and Patrick
Gelsinger, Chief Executive Officer of Intel, agreed to amend three
equity grant agreements (“Amendments”) relating to
Mr. Gelsinger’s new hire performance-based equity awards. The
Amendments were entered into between the Company and
Mr. Gelsinger on
November 18, 2022. The Committee and Mr. Gelsinger
desired to further strengthen the alignment of Mr. Gelsinger’s
new hire performance-based equity awards with his commitment to
long-term stockholder value creation. Accordingly, the Amendments
to Mr. Gelsinger’s awards increase the stock price performance
hurdles for certain awards and, for all three awards described
below, provide even greater alignment with stockholders by
lengthening the period during which stock price performance hurdles
must be maintained. For reference, Intel’s closing stock price on
the date of the Amendments was $29.87.
The following is a summary of the Amendments:
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Performance Options. On
February 15, 2021 (the “Grant Date”), Mr. Gelsinger was
granted performance-based stock options (“Performance Options”)
that may be exercised only if Intel’s stock price appreciates by
30% or more from a baseline stock price over the five-year period
following the Grant Date. The terms of the Performance Options were
amended to increase the performance stock price hurdle from 30%
appreciation ($64.54) to 50% ($74.47). In addition, the terms of
the Performance Options were amended to increase the period during
which Intel’s stock price must be maintained at or above the
amended performance stock price hurdle to achieve payout from 30
consecutive trading days to 90 calendar days.
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Strategic Growth PSUs. On
the Grant Date, Mr. Gelsinger was granted performance stock
units (“Strategic Growth PSUs”) that may be earned based on the
appreciation in Intel’s stock price from a baseline stock price
over the five-year period following the Grant Date and on the
achievement of the threshold, target, or maximum stock price
appreciation goals. The terms of the Strategic Growth PSUs were
amended to remove the ability to vest and be paid out a portion of
the award on the third anniversary of the Grant Date, and the
Strategic Growth PSUs instead – and only to the extent the
applicable performance stock price hurdle has been achieved - will
vest on the fifth anniversary of the Grant Date. In addition, the
terms of the Strategic Growth PSUs were amended to increase the
period during which Intel’s stock must be maintained at or above
the applicable performance stock price hurdle to achieve payout
from 30 consecutive trading days to 90 calendar days. Similarly,
the provision of the Strategic Growth PSUs that caps payout at
target if at least the threshold stock price hurdle is not
maintained for a period of time at the end of the five-year
performance period was amended to increase such period from 30
consecutive trading days to 90 calendar days.
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Outperformance PSUs. On the
Grant Date, Mr. Gelsinger was granted performance stock units
(“Outperformance PSUs”) that may be earned based on the
appreciation in Intel’s stock price of 200% ($148.95) or more from
a baseline stock price over the five-year period following the
Grant Date. The terms of the Outperformance PSUs were amended to
remove the ability to vest and be paid out a portion of the award
on the third anniversary of the Grant Date, and the Outperformance
PSUs instead – and only to the extent the performance stock price
hurdle has been achieved - will vest on the fifth anniversary of
the Grant Date. In addition, the terms of the Outperformance PSUs
were amended to increase the period during which Intel’s stock
price must be maintained at or above the performance stock price
hurdle of at least 200% from a baseline stock price to achieve
payout from 30 consecutive trading days to 90 calendar days.
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The foregoing description of the Amendments to Mr. Gelsinger’s
equity awards does not purport to be complete and is qualified in
its entirety by reference to the Amendments, which are attached as
Exhibit 10.1, 10.2, and 10.3 to this report.
| Item 7.01 |
Regulation FD Disclosure.
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Intel’s press release dated November 22, 2022 announcing the
election of Barbara G. Novick to the Board as of the Effective Date
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.
Compensation Program Changes and
Commitments
Additionally, after careful review and deliberation of the feedback
Intel received from its stockholders during extensive engagement
regarding the Company’s core compensation programs and disclosures,
the Committee on November 17, 2022 approved the following
changes and commitments beginning with fiscal year 2023 for the
Company’s named executive officers (“NEOs”) (unless otherwise
noted):
Long-Term Incentive (“LTI”)
Program
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Added a cap at target payout on any relative TSR metric used under
the performance stock unit (“PSU”) program in the event the
Company’s absolute TSR is negative.
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Other than Mr. Gelsinger, adjusted the LTI equity mix to 60%
PSUs and 40% restricted stock units (“RSUs”) (previously 50% PSUs
and 50% RSUs). Mr. Gelsinger’s LTI equity mix will remain 80%
PSUs and 20% RSUs.
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Changed the vesting schedule for RSU awards to vest in three annual
installments over three years from the grant date (previously in 12
quarterly installments).
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Cash Bonus
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Removed the NEOs from participation in the Company’s quarterly
performance bonus program (“QPB”), effective January 1, 2022
for Mr. Gelsinger and effective January 1, 2023 for all
other NEOs.
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Commitments
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Committed that by no later than 2025 the PSU program will be based
on multi-year performance goals instead of the current approach of
setting performance goals annually and then averaging the results
at the end of the three-year performance period.
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Committed to not use stock price growth as the sole metric for any
future NEO new-hire
inducement awards.
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In the very unlikely situation in the future that the Committee
later modifies performance goals that were previously set under the
incentive programs, committed to cap payouts at 100% of target of
the revised goals.
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Committed to further enhancing disclosures of the qualitative
objectives and key results of the One Intel goals under the
Executive Annual Performance Bonus Plan, to the extent practical
without disclosing competitively harmful information.
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Committed to continue the Committee’s annual practice of assessing
the appropriate comparator index for Intel when using a relative
TSR metric in the Company’s incentive programs and continue to
solicit stockholder input around compensation design for our
NEOs.
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| Item 9.01 |
Financial Statements and Exhibits.
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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: November 22, 2022 |
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/s/ April Miller Boise
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April Miller Boise |
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Executive Vice President and
Chief Legal Officer |
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