Intel Corp 8-K, filed Jul 19, 2021
Intel Corp (INTC)
About this 8-K
Intel Corp filed this 8-K on July 19, 2021, reporting on events of July 14, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 July 14, 2021, the Board of Directors (“Board”) of Intel Corporation (“Intel”) elected Dr. Andrea J. Goldsmith to the Board, effective September 1, 2021. The Board determined that Dr. Goldsmith qualifies as “independent” in accordance with the published listing requirements of Nasdaq. Dr. Goldsmith has not been appointed to any Board committees at this time.
Dr. Goldsmith, 57, served for over two decades on the faculty of Stanford University before she was named Dean of Engineering and Applied Science and the Arthur LeGrand Doty Professor of Electrical and Computer Engineering at Princeton University in 2020. From 2012 to 2020, Dr. Goldsmith served as the Stephen Harris Professor of Engineering and a Professor of Engineering at Stanford University. From 1999 to 2012, she served as an Assistant, Associate, then full Professor in Stanford University’s Department of Electrical Engineering. From 2010 to 2014, Dr. Goldsmith co-founded and served as the Chief Technology Officer at Plume WiFi (formerly Accelera, Inc.), a provider of software-defined wireless networking technology. From 2005 to 2009, Dr. Goldsmith co-founded and served as Chief Technology Officer for Quantenna Communications (formerly mySource Communications, Inc.), a producer of silicon chipsets designed for high-speed, wireless networking. Dr. Goldsmith has served as a member of the board of directors of Medtronic plc since 2019 and as a board member of Crown Castle International Corp. since 2018. She received B.S., M.S. and Ph.D degrees in electrical engineering from the University of California, Berkeley in 1986, 1991, and 1994, respectively. Dr. Goldsmith is a member of the National Academy of Engineering and the American Academy of Arts and Sciences and she is a Fellow of the Institute of Electrical and Electronics Engineers (“IEEE”). Dr. Goldsmith is the founding Chair of the IEEE Board of Directors Committee on Diversity, Inclusion, and Ethics.
Dr. Goldsmith will receive the standard compensation amounts payable to non-employee directors of the Board. Pursuant to these arrangements, commencing in September 2021, Dr. Goldsmith 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 fourth quarter of 2021, Dr. Goldsmith will be granted non-employee director time-based restricted stock units (“RSUs”) with a value on the grant date of approximately $146,667, 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 13, 2022 and the date of Intel’s 2022 Annual Stockholders’ Meeting, the same schedule as the annual award granted to the non-employee directors in May 2021, subject to Dr. Goldsmith’s continued service on the Board.
Dr. Goldsmith 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 July 19, 2021 announcing the election of Dr. Goldsmith to the Board effective September 1, 2021, 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 |
Description | |
| 99.1 | Press Release issued by Intel titled “Intel Elects Andrea Goldsmith to Board of Directors,” dated July 19, 2021. | |
| 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: July 19, 2021 | /s/ Susie Giordano | |||
| Susie Giordano | ||||
| Corporate Vice President and Corporate Secretary | ||||
Exhibit 99.1
July 19, 2021
Intel Elects Andrea Goldsmith to Board of Directors
The dean of engineering and applied science at Princeton University will become an
Independent director effective Sept. 1
SANTA CLARA, Calif., July 19, 2021 – Intel Corporation today announced that Dr. Andrea Goldsmith, Dean of Engineering and Applied Science and Professor of Electrical and Computer Engineering at Princeton University, was elected to Intel’s board of directors, effective September 1, 2021. Goldsmith will serve as an independent director.
“We are excited to welcome Andrea to Intel’s board of directors,” said Omar Ishrak, chairman of the Intel board. “Andrea is an accomplished academic, engineer, inventor and entrepreneur who is highly acclaimed for her foundational work in wireless communications. Coupled with her advocacy for increased diversity in science, technology, engineering and mathematics, Andrea will further strengthen the board.”
Goldsmith, 57, spent more than two decades at Stanford University before she was named Dean of Engineering and Applied Science at Princeton in 2020. From 2012 to 2020, Goldsmith served as the Stephen Harris Professor of Engineering and as a Professor of Electrical Engineering at Stanford. From 2010 to 2014, Goldsmith co-founded and served as the Chief Technology Officer at Plume WiFi (formerly Accelera, Inc.), a provider of software-defined wireless networking technology. From 2005 to 2009, Goldsmith also co-founded and served as Chief Technology Officer at Quantenna Communications (formerly mySource Communications, Inc.), a producer of silicon chipsets designed for high-speed, wireless networking.
Goldsmith’s research focuses on the fundamental performance limits of wireless systems, especially with regard to 5G wireless, the mobile internet of things, smart grid design and the applications of communications and signal processing to biology and neuroscience.
Goldsmith has significant public company board experience. She currently serves on the boards of Medtronic and Crown Castle International. Goldsmith has served on the technical advisory boards of several private companies.
“I’m thrilled to be joining Intel’s board of directors at such an exciting time for the company. The bold strategy that Pat Gelsinger has laid out opens up the door to seemingly limitless possibilities for Intel. I look forward to bringing my knowledge of wireless networking technology to help shape the company’s future,” said Goldsmith.
With Goldsmith’s addition, there will be ten board members. Intel’s Board will be comprised of 40% women and 30% of directors who are either racially or ethnically diverse.
About Intel
Intel (NASDAQ: INTC), Intel (Nasdaq: INTC) is an industry leader, creating world-changing technology that enables global progress and enriches lives. Inspired by Moore’s 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 Intel’s innovations, go to newsroom.intel.com and intel.com.
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| CONTACTS: | Timothy Blankenship Investor Relations +1 (480) 554-9007 timothy.blankenship@intel.com |
Patricia Oliverio-Lauderdale Media Relations +1 (408) 653-4478 patricia.oliverio-lauderdale@intel.com |