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, 2006
(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-4(c)
Item 1.01 Entry into a Material Definitive Agreement
On May 17, 2006, Intel's stockholders approved the
adoption of the Intel Corporation 2006 Equity Incentive Plan (the
"Plan") with an expiration date of June 30, 2008. The Plan
replaces the 2004 Equity Incentive Plan ("2004 Plan") in advance
of its expiration date of June 30, 2007 and is the sole plan for
providing new awards of stock-based incentive compensation to
eligible employees and non-employee directors. All shares under
the 2004 Plan which are not subject to previously granted awards
are canceled, and no further awards will be granted under the
2004 Plan. Although the Plan has a limited life of two years and
one month, Intel will continue its practice of submitting our
equity plan annually to stockholders for approval. The Plan
provides for the grant of stock options, stock appreciation
rights, restricted stock and restricted 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. The Committee has delegated authority to a committee
consisting of the CEO to grant awards to non-executive employees
within limits and a budget pre-approved by the Committee. An
aggregate of 175 million shares have been reserved for issuance
as awards over the term of the Plan, 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 7 million shares
may be used for long-term executive retention stock option
grants having a term no longer than 10 years. No more than 80
million shares may be issued as restricted stock or restricted
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 restricted 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
restricted 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 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 5 (Approval of
2006 Equity Incentive Plan) on pages 37-44 of our 2006 Proxy
Statement, as filed with the Securities and Exchange Commission
on March 28, 2006, which is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
On May 17, 2006, stockholders approved two proposals
amending the Second Restated Certificate of Incorporation
("Certificate of Incorporation") at the 2006 Annual Stockholders'
Meeting. These amendments affect the holders of our common
stock. The first of these proposals repealed Article 10 of the
Certificate of Incorporation. Article 10 is a "fair price
provision," an anti-takeover measure designed to help defend
against certain kinds of tender offers, known as coercive, two-
tiered tender offers. For additional information regarding
repeal of Article 10, refer to Proposal 2 (Amendment of the
Company's Second Restated Certificate of Incorporation to Repeal
the Fair Price Provision) on pages 30-32 of the our 2006 Proxy
Statement, as filed with the Securities and Exchange Commission
on March 28, 2006, which is incorporated herein by reference.
The second proposal amending the Certificate of
Incorporation repeals Article 7 and Article 12, known as the
"supermajority vote provisions" because these provisions require
more than a simple majority vote of the stockholders for certain
actions to be taken. Article 7 applied to insolvency proceedings
under Delaware law and would require the approval of three-fourths
of Intel's creditors and/or stockholders to approve a compromise,
arrangement or reorganization in Delaware insolvency
proceedings. Article 12 required the approval of at least 66 and
2/3% of the voting power of all outstanding shares entitled to
vote in the election of directors to amend, repeal or adopt any
provision inconsistent with Article 10 (the fair price
provision), Article 11 (barring stockholder action by written
consent) or Article 12. By repealing Article 12, a simple
majority of the voting power of all outstanding shares entitled
to vote is necessary to approve any amendment to the Certificate
of Incorporation once the Board approves and recommends the
amendment. For additional information regarding these
amendments, refer to Proposal 3 (Amendment of the Company's
Second Restated Certificate of Incorporation to Repeal the
Supermajority Vote Provisions) on pages 32-33 of the our 2006
Proxy Statement, as filed with the Securities and Exchange
Commission on March 28, 2006, which is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On January 18, 2006, the Board of Directors, subject to
stockholder approval, approved amendments to our Certificate of
Incorporation to repeal Article 7, Article 10 and Article 12
of the Certificate of Incorporation and approved filing the Third
Restated Certificate of Incorporation. See Item 3.03 of this
Form 8-K for a description of the amendments. At the 2006 Annual
Stockholders' Meeting held on May 17, 2006, stockholders approved
these amendments. On May 17, 2006, Intel filed the Third
Restated Certificate of Incorporation with the Delaware Secretary
of State. The Third Restated Certificate of Incorporation is
attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part
of this Report:
Exhibit Description
Number
3.1 Third Restated Certificate of
Incorporation of Intel Corporation,
dated May 17, 2006
10.1 Intel Corporation 2006 Equity Incentive
Plan, Effective May 17, 2006
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/ Cary I. Klafter
Cary I. Klafter
Date: May 22, 2006 Secretary