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: May 17, 2005
(Date of earliest event reported)
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-06217 94-1672743
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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
(a) On May 18, 2005, Intel's stockholders
approved amendments to the Intel Corporation 2004
Equity Incentive Plan (as amended, the "Plan") to:
(1) extend the term of the plan to June 30, 2007,
(2) reserve an additional 130 million shares of
Intel common stock for issuance under the plan, of
which up to two million shares may be awarded
under options with a 10 year term, (3) allow
grants of restricted stock or stock units to
Intel's non-employee directors, (4) allow the use
of up to an aggregate of 100,000 shares for
employee recognition awards having no minimum
vesting period, and (5) clarify the company's
share-counting methodology under the plan. The
Plan provides for the grant of stock options,
stock appreciation rights, restricted stock, and
stock units to eligible full-time and part-time
employees and non-employee directors. The
Compensation Committee determines which employees
will participate in the Plan, as well as the terms
of employee grants, and the Board determines the
terms of grants to non-employee directors. An
aggregate of 370 million shares have been reserved
for issuance as awards over the term of the Plan,
which expires on June 30, 2007, subject to
adjustment only to reflect stock splits and
similar events.
Stock options granted under the Plan may
not have a term longer than seven years, except
that up to 10 million shares may be used for long-
term executive retention stock option grants
having a term no longer than 10 years. No more
than 35 million shares may be issued as restricted
stock or stock unit awards under the Plan. The
Plan limits awards to any employee participant in
any single calendar year to no more than 3 million
shares subject to stock options or stock
appreciation rights and no more than 2 million
shares subject to restricted stock or stock unit
awards. No more than 30,000 shares may be subject
to awards granted to any non-employee director in
a single calendar year. Awards under the Plan may
be conditioned on continued employment, the
passage of time or the satisfaction of performance
vesting criteria established by award on the date
of grant. Vesting requirements are determined by
the Compensation Committee, provided, however,
that stock options and stock appreciation rights
shall not first become exercisable in less than
one year and restricted stock or stock units shall
not vest in less than pro rata installments over
three years, unless vesting is based on the
achievement of performance criteria, in which case
such performance vesting criteria may not be based
on a period of less than one year. Up to an
aggregate of 100,000 shares may be issued under
the Plan as employee recognition stock awards
having no minimum vesting period.
The Plan prohibits grants of stock
options or stock appreciation rights at a price
below the market value of Intel stock on the date
of grant. The Plan also prohibits repricing of
stock options without shareholder consent, and
prohibits reload stock option grants. Shares not
issued due to cancellation, expiration or
forfeiture of an award or due to settlement of an
award in cash do not reduce the number of shares
available for issuance under the Plan. The
foregoing summary description of the Plan is
qualified in its entirety by reference to the
actual terms of the Plan, which is attached hereto
as Exhibit 10.1. For additional information
regarding the Plan, refer to Proposal 3 (Approval
of Amendment and Extension of the 2004 Equity
Incentive Plan) on pages 31-38 of the company's
2005 Proxy Statement, as filed with the Securities
and Exchange Commission on March 29, 2005, which
is incorporated herein by reference.
(b) On May 18, 2005, Intel's stockholders
approved the Amended and Restated Executive
Officer Incentive Plan ("EOIP"). The EOIP, in
which the company's executive officers
participate, is a cash-based, pay-for-performance
incentive program. Payments under the EOIP are
intended to qualify as performance-based
compensation under Section 162(m) of the Internal
Revenue Code of 1986, as amended ("Code"), and are
tax-deductible. Stockholder approval of the
material terms of the EOIP, including the
employees eligible to receive compensation under
the plan, a description of the business criteria
on which the performance goal is based and the
maximum amount of compensation that could be paid
to any employee under the plan (or the formula
used to calculate the amount of compensation to be
paid to the employee), satisfies one of the
requirements under Code Section 162(m) in order
for payments pursuant to the plan to be tax-
deductible.
Executive officers, as determined by the
Compensation Committee, are eligible to
participate in the EOIP. The EOIP includes a
formula to calculate the maximum annual incentive
payout for each executive officer. The EOIP
incentive formula has three variables: (1) the
executive officer's annual incentive baseline
amount, which the Committee determines annually
for each participant, (2) Intel's earnings per
share for the year ("EPS"), and (3) a factor pre-
established each year by the Committee (the
"Performance Factor"). At the end of the year,
Intel multiplies the individual's incentive
baseline amount by Intel's EPS and the Performance
Factor to calculate the maximum EOIP incentive for
that year. The EOIP has a cap limiting each
individual's incentive payment to a maximum annual
amount of $5,000,000. Under the EOIP, the
Committee has the discretion to reduce, but not
increase, a participant's incentive payment. The
EOIP does not specify the
criteria that the Committee must use in exercising
its discretion to reduce the incentive payment and
it also does not require the Committee to make any
reductions.
For purposes of the EOIP formula, EPS is
the greater of (x) Intel's operating income, or
(y) Intel's net income divided by Intel's weighted
average common shares outstanding, assuming
dilution. The Committee may adjust Intel's
operating income or its net income based on
objective criteria selected by the Committee in
its sole discretion and in compliance with IRS
regulations. These adjustments may include, but
are not limited to, asset write-downs, litigation,
claim judgments, settlements or tax settlements,
the effects of tax law changes, changes in
accounting principles or other such laws or
provisions affecting reported results, accruals
for reorganization and restructuring programs,
gains or losses on investments, acquisition-
related costs, and any extraordinary non-recurring
items as described in Accounting Principles Board
Opinion No. 30 and/or in management's discussion
of financial condition and results of operations
appearing in Intel's annual report to stockholders
for the applicable year. Operating income does
not include gains or losses on equity securities
or interest and other income Intel earned, and
does not include a deduction for interest expense
and income taxes. As a result, EPS based on
operating income generally exceeds EPS based on
net income.
The EOIP as approved by stockholders
also reflects a number of amendments designed to
clarify the Compensation Committee's authority
under the EOIP and to address the terms and
conditions of executive officers' participation.
The foregoing description of the EOIP is
qualified in its entirety by reference to the
actual terms of the plan, which is attached hereto
as Exhibit 10.2. For additional information about
the EOIP, refer to Proposal 4 (Approval of
Amendment and Extension of the Executive Officer
Incentive Plan) on pages 38-41 of the company's
2005 Proxy Statement, as filed with the Securities
and Exchange Commission on March 29, 2005, which
is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On February 1, 2005, the Board of Directors
approved a temporary decrease to the number of
authorized directors from 11 to 10, effective May 18,
2005. This temporary decrease is necessary as Andrew S.
Grove did not stand for reelection to the Board of
Directors at the Annual Stockholders' Meeting held May
18, 2005, and the Board has not to date chosen a
candidate to fill the seat being vacated by Dr. Grove.
The Board
expects to identify and appoint a new director at some
time in 2005 following the Annual Stockholders' Meeting
and the Board presently expects that the new director
will be independent. Intel will make a public
announcement if and when a new director is appointed.
Therefore, effective as of May 18, 2005, Article
III, Section 1 of the Bylaws was amended to provide
that the authorized number of directors is 10.
On May 17, 2005, the Board of Directors approved
an amendment to Intel's Bylaws to provide that all
classes and series of stock, including those presently
outstanding, shall hereafter be represented by
uncertificated shares only, except to the extent as may
be required by applicable law or as otherwise
authorized by the Secretary or an Assistant Secretary.
Therefore, effective as of May 17, 2005, Article
VI, Section 1 of the Bylaws was amended to provide that
certificates for the shares of stock of the corporation
will be issued only to the extent as may be required by
applicable law or as otherwise authorized by the
Secretary or an Assistant Secretary. Several revisions
were made throughout this section to conform references
to share certificates to such certificates issued only
to the extent as may be required by applicable law or
as otherwise authorized by the Secretary or an
Assistant Secretary. The change to the company's Bylaws
regarding uncertificated shares adapts to changes in
Delaware law, which will be effective August 1, 2005.
As a general matter, the company intends in the future
to evidence its outstanding stock in book entry
(uncertificated) form to the extent permitted by law in
lieu of issuing paper stock certificates.
Article VI, Section 2 of the Bylaws was amended to
authorize the Secretary or an Assistant Secretary (in
addition to the Board of Directors) to handle the
replacement of lost stock certificates.
In addition, Article VI, Section 3 of the Bylaws
was amended to provide that transfers of record of
shares of stock of the corporation shall be made only
upon its books by the holders thereof, in person or by
attorney duly authorized, and with regard to
certificated shares, upon the surrender of a
certificate or certificates for a like number of
shares, properly endorsed.
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
May 18, 2005
10.1 Intel Corporation 2004 Equity Incentive
Plan, as Amended and Restated,
Effective May 18, 2005
10.2 Intel Corporation Executive Officer
Incentive Plan, as Amended and Restated
Effective May 18, 2005
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: May 20, 2005 Assistant Secretary