UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934
Date of Report: July 19, 2005
(Date of earliest event reported)
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-06217 94-1672743
(State or other (Commission (IRS Employer
jurisdiction of
incorporation) File Number) Identification No.)
2200 Mission College Blvd., Santa Clara, 95054-1549
California
(Address of principal executive offices) (Zip Code)
(408) 765-8080
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4c))
Item 1.01 Entry into a Material Definitive Agreement
On July 20, 2005, the Company's Board of Directors
approved an increase in compensation payable to non-employee
members of the Board. The increase in compensation is as follows:
(1) the annual cash retainer payable to non-employee directors
will increase to $75,000 per year from $60,000 per year; (2) the
annual fee payable to the Lead Independent Director of the Board
will increase to $30,000 per year from $20,000 per year; and (3)
the non-Chair members of the Audit Committee will receive a new
annual fee of $10,000 per year. The Chair of the Audit Committee
will continue to receive an annual fee of $20,000 per year. The
Chairs of the Compensation, Finance, Corporate Governance and
Nominating, and Executive Committees of the Board, and the Chair
of the Corporation's Sheltered Employee Retirement Plan
Investment Policy Committee will each continue to receive an
annual fee of $10,000 per year. Each of the foregoing annual
fees is paid in four quarterly pro-rata installments. Under the
Company's Deferral Plan for Outside Directors, directors who are
not employees of the Company may elect to defer payment of all or
any part of their directors' fees. A summary of the non-employee
director compensation arrangements reflecting these amendments is
attached as Exhibit 10.1 to this Current Report on Form 8-K.
Also on July 20, 2005, the Company's Board of Directors
approved the grant of 15,000 stock options to each non-employee
director under the Intel Corporation 2004 Equity Incentive Plan,
as amended and restated (the "Plan"). The exercise price of each
stock option is $27.15 per share, which was the average of the
high and low sales prices of one share of the Company's common
stock on the date of grant. The options shall be fully
exercisable on and after one year from the date of grant, subject
to termination or acceleration as provided in the form of Intel
Corporation Non-Employee Director Non-Qualified Stock Option
Agreement under the Intel Corporation 2004 Equity Incentive Plan,
which is filed as Exhibit 10.4 to the Company's Form 10-Q for the
quarterly period ended June 26, 2004 (the "Agreement") and is
incorporated by reference herein. Additional terms and provisions
of each option grant are set forth in the Agreement.
Also on July 20, 2005, the Company's Board of Directors
approved a change to the annual period for purposes of
determining non-employee directors' cash and equity compensation.
The annual period for director compensation purposes, which was
formerly May to April, is now July to June. In conjunction with
this change in the timing of determining director compensation,
the Company's Board of Directors approved an additional amount of
4,000 stock options to all non-employee directors serving as of
May 18, 2005 reflecting the shift in the directors' compensation
year from May to July 2005.
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
(d) Election of New Director.
On July 19, 2005, the Company's Board of Directors
elected James D. Plummer as a member of the Board of Directors,
effective that day.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On July 19, 2005, the Board of Directors approved an
amendment to the Company's bylaws to increase the number of
authorized directors to 11. The increase was necessary to elect
James D. Plummer to the Board of Directors.
Accordingly, effective as of July 19, 2005, Article
III, Section 1 of the Bylaws was amended to provide that the
authorized number of directors is 11. The amended bylaws are
attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
As disclosed under Item 5.02, on July 19, 2005, the
Company's Board of Directors elected James D. Plummer as a member
of the Board of Directors, effective that day. The Company's
press release announcing Mr. Plummer's election is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part
of this Report:
Exhibit Description
Number
3.1 Intel Corporation Bylaws, as amended on
July 19, 2005
10.1 Summary of Intel Corporation Non-
Employee Director Compensation
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)
By: /s/ Patrice C. Scatena
----------------------
Patrice C. Scatena
Date: July 25, 2005 Assistant Secretary