Intel Corp 8-K, filed May 16, 2022
Intel Corp (INTC)
About this 8-K
Intel Corp filed this 8-K on May 16, 2022, reporting on events of May 12, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
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. |
| (e) | Amendment and Restatement of the 2006 Equity Incentive Plan |
The Board of Directors of Intel Corporation (“Intel”) previously approved, subject to stockholder approval, an amendment and restatement of Intel’s 2006 Equity Incentive Plan (the “EIP”). As described below under Item 5.07, Intel’s stockholders approved the amended and restated EIP at the 2022 Annual Stockholders’ Meeting held on May 12, 2022. The amended and restated EIP became effective upon stockholder approval and, among other changes, increased by 80 million the number of shares available under the EIP, permitted certain consultants to participate in the plan, and extended the term of the plan for an additional two years, as described under Proposal 4 of Intel’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 30, 2022, which description is incorporated herein by reference.
The foregoing description of the amended and restated EIP is qualified in its entirety by reference to the text of the amended and restated EIP, which is set forth in Appendix C to Intel’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 30, 2022.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Intel’s Annual Stockholders’ Meeting was held on May 12, 2022. At the meeting:
| 1) | stockholders elected the 10 persons recommended by the Board to serve as directors of Intel; |
| 2) | stockholders ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm of Intel for 2022; |
| 3) | stockholders did not approve, on an advisory basis, Intel’s executive compensation of its listed officers; |
| 4) | stockholders approved the amendment and restatement of the 2006 Equity Incentive Plan; |
| 5) | stockholders did not approve the stockholder proposal requesting amendment to Intel’s stockholder special meeting right; and |
| 6) | stockholders did not approve the stockholder proposal requesting a third-party audit and report on whether written policies or unwritten norms at Intel reinforce racism in its culture. |
Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.
| 1) | Election of Directors |
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Patrick P. Gelsinger |
2,697,917,183 | 14,295,680 | 7,139,970 | 556,288,630 | ||||
| James J. Goetz |
2,672,905,441 | 36,303,918 | 10,143,474 | 556,288,630 | ||||
| Andrea J. Goldsmith |
2,692,265,316 | 16,748,795 | 10,338,722 | 556,288,630 | ||||
| Alyssa H. Henry |
1,365,869,670 | 1,343,196,985 | 10,286,178 | 556,288,630 | ||||
| Omar Ishrak |
1,893,420,213 | 814,535,837 | 11,396,783 | 556,288,630 | ||||
| Risa Lavizzo-Mourey |
2,012,950,473 | 695,788,110 | 10,614,250 | 556,288,630 | ||||
| Tsu-Jae King Liu |
2,681,174,350 | 27,760,203 | 10,418,280 | 556,288,630 | ||||
| Gregory D. Smith |
2,673,841,764 | 35,138,297 | 10,372,772 | 556,288,630 | ||||
| Dion J. Weisler |
1,936,887,555 | 771,396,704 | 11,068,574 | 556,288,630 | ||||
| Frank D. Yeary |
2,589,552,038 | 119,020,238 | 10,780,557 | 556,288,630 |
| 2) | Ratification of Selection of Independent Registered Public Accounting Firm |
| For | Against | Abstain | Broker Non-Votes | |||
| 3,089,319,952 |
175,577,896 | 10,743,615 | 0 |
| 3) | Advisory Vote to Approve Executive Compensation of Intel’s Listed Officers |
| For | Against | Abstain | Broker Non-Votes | |||
| 921,224,090 |
1,777,027,364 | 21,101,379 | 556,288,630 |
| 4) | Approval of the Amendment and Restatement of the 2006 Equity Incentive Plan |
| For | Against | Abstain | Broker Non-Votes | |||
| 1,975,846,039 |
724,717,724 | 18,789,070 | 556,288,630 |
| 5) | Stockholder Proposal Requesting Amendment to Intel’s Stockholder Special Meeting Right |
| For | Against | Abstain | Broker Non-Votes | |||
| 896,541,651 |
1,770,479,408 | 52,331,774 | 556,288,630 |
| 6) | Stockholder Proposal Requesting a Third-Party Audit and Report on Whether Written Policies or Unwritten Norms at Intel Reinforce Racism in its Culture |
| For | Against | Abstain | Broker Non-Votes | |||
| 443,059,046 |
2,203,458,990 | 72,834,797 | 556,288,630 |
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: May 16, 2022 | /s/ Susie Giordano | |||
| Susie Giordano | ||||
| Interim General Counsel, Corporate Vice President and Corporate Secretary | ||||