INTEL CORPORATION (NASDAQ:INTC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

(b), (c), (e)

Appointment of Chief Financial Officer

The Board of Directors (the “Board”) of Intel Corporation (“Intel”) appointed GeorgeS. Davis as Executive Vice President and Chief Financial Officer of Intel, effective as of April3, 2019 (the “Effective Date”). In this role, he will oversee Intel’s global finance and information technology organizations.

Mr.Davis, 61, served as Executive Vice President and Chief Financial Officer of QUALCOMM Incorporated, a global provider of wireless technologies, from March 2013 to April 2019, where he led the finance, information technology, and investor relations organizations. Prior to joining Qualcomm, Mr.Davis was Chief Financial Officer of Applied Materials, Inc. from November 2006 to March 2013. Mr.Davis held several other leadership positions at Applied Materials from November 1999 to November 2006. Prior to joining Applied Materials, Mr.Davis served for 19 years with Atlantic Richfield Company in a number of finance and other corporate positions.

In connection with his appointment as Chief Financial Officer, Intel entered into an offer letter with Mr.Davis (the “Offer Letter”) setting forth the terms of his employment and compensation. to the Offer Letter, Mr.Davis’ base salary will be $900,000, and he will be eligible for an annual incentive cash bonus with a target amount of $1,485,000 under Intel’s 2014 Annual Performance Bonus Plan and a quarterly incentive cash bonus under Intel’s broad-based quarterly bonus program. Beginning in January 2020 and subject to approval by the Board, he will be eligible to receive annual equity awards with an aggregate target grant date value of $6,500,000, which is expected to be comprised of 80% performance-based restricted stock units (“PSUs”) and 20% time-based restricted stock units (“RSUs”).

The Offer Letter provides for certain special equity awards to be granted to Mr.Davis in connection with his appointment as Chief Financial Officer. These include PSUs (“Special PSUs”) for a target amount of 150,000 Intel shares, which will be earned based on the appreciation of Intel’s closing stock price over a five-year period following February1, 2019, the same performance period as similar equity awards granted to Intel’s Chief Executive Officer and other senior leaders. The maximum number of Intel shares that may be earned under such Special PSUs is 300,000 shares. Mr.Davis also will be granted an option to purchase 600,000 Intel shares, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting ratably on February1, 2021, 2022 and 2023. The option, to the extent vested, shall be exercisable only if, during the five-year period following February1, 2019 (the same performance period as similar equity awards granted to Intel’s Chief Executive Officer and other senior leaders), Intel’s closing stock price trades at or above a threshold stock price for 30 consecutive trading days. The threshold stock price will be the greater of (i) 30% above Intel’s closing stock price on February1, 2019, and (ii) 15% above Intel’s closing stock price on April2, 2019. The Offer Letter also provides that Mr.Davis will be granted RSUs with a target grant date value of $10,000,000, vesting quarterly over a three-year period from the grant date. The foregoing equity grants will be subject to the terms and conditions of Intel’s 2006 Equity Incentive Plan.

In addition, Mr.Davis will receive a cash hiring bonus of $4,000,000, payable in three installments: the first payment of $2,000,000 will be made within 30 days following the Effective Date, the second payment of $1,000,000 will be made on the first anniversary of the Effective Date, and the final payment of $1,000,000 will be made on the second anniversary of the Effective Date. In the event his employment is terminated by Intel without “Cause” (as defined in the Offer Letter) or by him for “Good Reason” (as defined in the Offer Letter) within the approximately 3-year period after the Effective Date, Mr.Davis also will be entitled to receive any unpaid portion of his hiring bonus as well as a severance payment, the value of which declines from $10,000,000 by 1/12^th each quarter over such three-year period, subject to his execution of an effective release of claims in favor of Intel. Mr.Davis also will be provided with relocation services, including temporary living accommodations for up to 12 months.

The foregoing description of Mr.Davis’s compensation arrangements is qualified in its entirety by reference to the Offer Letter, which is attached as Exhibit 10.1 to this report.

Mr.Davis will also enter into Intel’s standard form of officers’ indemnification agreement with Intel, to which Intel agrees to indemnify its officers 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.

In connection with the appointment of Mr.Davis, Todd M. Underwood will step down as interim Chief Financial Officer as of the Effective Date.

Intel’s press release, dated April2, 2019, announcing the appointment of Mr.Davis as Intel’s Chief Financial Officer is furnished as Exhibit99.1 to this report.

The information in Item 5.02 of this report is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

The following exhibits are furnished as part of this report:

INTEL CORP Exhibit
EX-10.1 2 d642676dex101.htm EX-10.1 EX-10.1 Exhibit 10.1   Intel Corporation 2200 Mission College Blvd. Santa Clara,…
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About INTEL CORPORATION (NASDAQ:INTC)

Intel Corporation is engaged in the design and manufacture of digital technology platforms. The Company’s segments include Client Computing Group (CCG), Data Center Group (DCG), Internet of Things Group (IOTG), Software and Services (SSG) and All Other. CCG segment includes platforms designed for notebooks (including Ultrabook devices), 2 in 1 systems, desktops (including all-in-ones and personal computers (PCs)), tablets, phones, wireless and wired connectivity products, and mobile communication components. DCG segment includes server, network and storage platforms designed for the enterprise, cloud, communications infrastructure and technical computing segments. IOTG segment includes platforms designed for Internet of Things market segments, including retail, transportation, industrial, and buildings and home use. SSG segment includes Intel Security Group, and Software and Services group. All Other segment includes Non-Volatile Memory Solutions Group and the New Devices Group.