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.
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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
Number 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.
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