| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 22, 2019, the Board of Directors (the “Board”) of Intel Corporation (“Intel”) unanimously waived the provision contained in Article III, Section 12 of Intel’s Bylaws that limits the tenure of the Chairman of the Board to no more than two three-year terms, in order to allow Andy D. Bryant, Intel’s current Chairman, to serve for an additionalone-year term.
If Mr. Bryant isre-elected to the Board by stockholders at Intel’s 2019 Annual Stockholders’ Meeting, he would be permitted to continue serving as Chairman through the conclusion of Intel’s 2020 Annual Stockholders’ Meeting. Mr. Bryant indicated to the Board on March 22, 2019 that, ifre-elected, he would not expect to stand forre-election again at Intel’s 2020 Annual Stockholders’ Meeting.
The Board approved the waiver of the Chairman term limit for one additional year because it believes Mr. Bryant’s extensive expertise and experience provide important leadership continuity, particularly to help support Intel’s new CEO, Robert H. Swan, during a time of substantial business transformation.
Intel issued a press release, dated March 25, 2019, announcing the waiver of the Chairman term limit for one additional year for Mr. Bryant, which is attached as Exhibit 99.1 to this report.
Important Additional Information and Where to Find It
Intel, its directors, and certain executive officers may be deemed to be participants in a solicitation of proxies from Intel’s stockholders at its 2019 Annual Stockholders’ Meeting in connection with the disclosure of the nomination of Mr. Bryant as a director in this Current Report on Form8-K and the attached press release. Information regarding Intel’s directors and executive officers and their respective interests in Intel, by security holdings or otherwise, will be set forth in Intel’s Definitive Proxy Statement for its 2019 Annual Stockholders’ Meeting when it is filed with the Securities and Exchange Commission (the “SEC”), and other reports filed by Intel and ownership forms filed by the directors and executive officers with the SEC. Intel will also furnish its Definitive Proxy Statement for its 2019 Annual Stockholders’ Meeting to stockholders entitled to vote at the meeting. Intel urges its stockholders to carefully read the Definitive Proxy Statement for its 2019 Annual Stockholders’ Meeting, and any other relevant documents filed by Intel with the SEC, when available because they will contain important information. Stockholders may obtain free copies of the materials referenced above at www.sec.gov or www.intc.com.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is provided as part of this report:
