UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of New Director.
On August 8, 2022, the Board of Directors (“Board”) of Intel Corporation (“Intel”) elected Lip-Bu Tan to the Board, effective September 1, 2022 (the “Effective Date”). Mr. Tan has been appointed to the Board’s M&A committee.
Lip-Bu Tan, 62, has served as the Executive Chair of the Board of Cadence Design Systems, Inc. (“Cadence”), a computational software company, since December 2021 and as a member of its board since 2004. Mr. Tan served as Chief Executive Officer of Cadence from 2009 to December 2021, and as President from 2009 to 2017. He founded Walden International, an international venture capital firm, in 1987, and has served as its Chairman since its founding, and is the founding managing partner of two other venture capital firms: Celesta Capital and Walden Catalyst Ventures. Mr. Tan also serves as a director of Schneider Electric SE, a digital automation and energy management company, and Credo Technology Group Holding Ltd., a connectivity solutions provider. He previously served as a director of a number of public companies, including most recently SoftBank Group Corp., a holding company focused on investment management primarily in technology, energy, and financial sector companies, from June 2020 to June 2022; and Hewlett Packard Enterprise Company, an information technology company, from 2015 to April 2021. Mr. Tan received a B.S. in Physics from the Nanyang Technological University in Singapore, an M.S. in Nuclear Engineering from the Massachusetts Institute of Technology, and an M.B.A. from the University of San Francisco. He also serves on Intel’s Technology Advisory Committee, the Board of Trustees and the School of Engineering Dean’s Council at Carnegie Mellon University, and on the University of California, Berkeley’s College of Engineering Advisory Board and their Division of Computing, Data Science, and Society Advisory Board. In 2016, Mr. Tan was recently named the 2022 recipient of the Semiconductor Industry Association’s highest honor, the Robert N. Noyce Award.
Mr. Tan will receive the standard compensation amounts payable to non-employee directors of the Board (“Intel Board Compensation”). Pursuant to these arrangements, commencing on the Effective Date, he 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 fourth quarter of 2022, Mr. Tan will be granted an award of non-employee director time-based restricted stock units with a value on the grant date of approximately $146,667, 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 Mr. Tan’s continued service on the Board.
Mr. Tan 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.
Mr. Tan 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 he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, except that Mr. Tan has served as a member of Intel’s Technology Advisory Committee since August 2021. For this advisory committee service, Mr. Tan received a total of $125,000, but going forward he is only eligible to receive Intel Board Compensation.
Item 7.01 | Regulation FD Disclosure. |
Intel’s press release dated August 11, 2022 announcing the election of Lip-Bu Tan 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.
Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are provided as part of this report:
Exhibit Number |
Description | |
99.1 | ||
104 | Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101. |
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.
INTEL CORPORATION | ||||
(Registrant) | ||||
Date: August 11, 2022 | /s/ APRIL MILLER BOISE | |||
April Miller Boise | ||||
Executive Vice President and Chief Legal Officer |
Exhibit 99.1
Intel Corporation 2200 Mission College Blvd. Santa Clara, CA 95054-1549 |
Intel Elects Lip-Bu Tan to its Board of Directors
SANTA CLARA, Calif., Aug. 11, 2022 Intel Corporation today announced that Lip-Bu Tan, executive chairman of Cadence Design Systems Inc., chairman of Walden International, and founding managing partner of Celesta Capital and Walden Catalyst Ventures, was elected to Intels board of directors, effective Sept. 1, 2022. Tan will join the M&A Committee of Intels board of directors.
Lip-Bu is a well-respected global leader in the semiconductor industry, and we are delighted to welcome him to Intels board of directors, said Omar Ishrak, chairman of the Intel board. His software, semiconductor and venture capital expertise, deep ecosystem relationships and significant public company board experience will bring additional valuable perspective to Intels board.
Tan, 62, has served since 2021 as executive chairman of Cadence, a computational software company providing solutions used to design and develop complex semiconductor chips and electronic systems, and since 2004 as a member of its board. He served as chief executive officer of Cadence from 2009 to 2021 and as president from 2009 to 2017.
Intel is an iconic company with a rich history, and I am honored to join its board of directors, Tan said. Under Pat Gelsingers bold leadership, Intel is undergoing a massive transformation to capitalize on the tremendous opportunities that lie ahead, and I look forward to being a part of this exciting journey.
Tan brings extensive public company board experience to Intel. In addition to his role on Cadences board, he also serves on the boards of Credo Technology Group Holding Ltd. and Schneider Electric SE. At Carnegie Mellon University, he serves on the board of trustees and the School of Engineering Deans Council; and at the University of California, Berkeley, he serves on the Engineering Advisory Board and its Division of Computing, Data Science, and Society Advisory Board. Previously, he served as a director of several public companies, including SoftBank Group Corp. from 2020 to 2022; Hewlett Packard Enterprise Company from 2015 to 2021; Advanced Micro-Fabrication Equipment Inc. China (AMEC), a global semiconductor microfabrication equipment company, from 2005 to 2020; and Flextronics International Ltd. from 2003 to 2012.
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Intel/Page 2
He holds a Bachelor of Science in physics from Nanyang Technological University in Singapore, a Master of Science in nuclear engineering from the Massachusetts Institute of Technology and an MBA from the University of San Francisco. He was recently named the 2022 recipient of the Semiconductor Industry Associations highest honor, the Robert N. Noyce Award.
About Intel
Intel (Nasdaq: INTC) is an industry leader, creating world-changing technology that enables global progress and enriches lives. Inspired by Moores Law, we continuously work to advance the design and manufacturing of semiconductors to help address our customers greatest challenges. By embedding intelligence in the cloud, network, edge and every kind of computing device, we unleash the potential of data to transform business and society for the better. To learn more about Intels innovations, go to newsroom.intel.com and intel.com.
© Intel Corporation. Intel, the Intel logo and other Intel marks are trademarks of Intel Corporation or its subsidiaries. Other names and brands may be claimed as the property of others.
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CONTACTS: | Penelope Bruce | Timothy Blankenship | ||||
Media Relations | Investor Relations | |||||
408-893-0601 | 408-765-7700 | |||||
Penelope.Bruce@intel.com | Timothy.Blankenship@intel.com |
Document and Entity Information |
Aug. 08, 2022 |
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Cover [Abstract] | |
Entity Registrant Name | INTEL CORP |
Amendment Flag | false |
Entity Central Index Key | 0000050863 |
Document Type | 8-K |
Document Period End Date | Aug. 08, 2022 |
Entity Incorporation State Country Code | DE |
Entity File Number | 000-06217 |
Entity Tax Identification Number | 94-1672743 |
Entity Address, Address Line One | 2200 Mission College Blvd. |
Entity Address, City or Town | Santa Clara |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95054-1549 |
City Area Code | (408) |
Local Phone Number | 765-8080 |
Written Communications | false |
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Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common stock, $0.001 par value |
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Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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