Intel Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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 (Date of earliest event reported): February 28, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 1, 2024, Intel Corporation (“Intel”) appointed Michelle Johnston Holthaus as Chief Executive Officer of the Intel Products business. In connection with such appointment, Intel entered into a letter agreement (“Agreement”) with Ms. Johnston Holthaus on February 28, 2025, setting forth the terms and conditions of her increased compensation and employment. Commencing January 1, 2025, Ms. Johnston Holthaus’ annual base salary increased to $1,000,000, her annual cash bonus target opportunity increased to 200% of her base salary or $2,000,000, and her annual long-term incentive equity award target value increased to approximately $16,000,000. She also received a one-time award of restricted stock units with an aggregate target value of approximately $5,000,000.
Pursuant to the Agreement, in addition to being eligible to receive severance benefits pursuant to the terms and conditions of the Intel Corporation Executive Severance Plan, Ms. Johnston Holthaus will also be eligible for such benefits if she resigns for good reason (as defined in the Agreement) within two years following the appointment of a new Chief Executive Officer of Intel, subject to her execution and non-revocation of a release of claims in favor of the company.
The foregoing description of Ms. Johnston Holthaus’ compensation arrangements is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 10.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided as part of this report:
| Exhibit Number | Description | ||||
| 10.1 | Letter Agreement with Michelle Johnston Holthaus executed on February 28, 2025. | ||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101. | ||||
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) | |||||||||||||||||
| Date: | February 28, 2025 | By: | /s/ April Miller Boise | ||||||||||||||
| April Miller Boise | |||||||||||||||||
| Executive Vice President and Chief Legal Officer | |||||||||||||||||