Executive Change · Shareholder Vote

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): May 12, 2022   INTEL CORPORATION (Exact name of registrant as specified in its charter)   Delaware   000-06217   94-1672743 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)   2200 Mission College Blvd. , Santa Clara , California   95054-1549 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: (408) 765-8080   Not Applicable (Former name or former address, if changed since last report.) 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:   ☐   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)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common stock, $0.001 par value   INTC   The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company     ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐     Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.     (e) Amendment and Restatement of the 2006 Equity Incentive Plan The Board of Directors of Intel Corporation (“Intel”) previously approved, subject to stockholder approval, an amendment and restatement of Intel’s 2006 Equity Incentive Plan (the “EIP”). As described below under Item 5.07, Intel’s stockholders approved the amended and restated EIP at the 2022 Annual Stockholders’ Meeting held on May 12, 2022. The amended and restated EIP became effective upon stockholder approval and, among other changes, increased by 80 million the number of shares available under the EIP, permitted certain consultants to participate in the plan, and extended the term of the plan for an additional two years, as described under Proposal 4 of Intel’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 30, 2022, which description is incorporated herein by reference. The foregoing description of the amended and restated EIP is qualified in its entirety by reference to the text of the amended and restated EIP, which is set forth in Appendix C to Intel’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 30, 2022.   Item 5.07 Submission of Matters to a Vote of Security Holders. Intel’s Annual Stockholders’ Meeting was held on May 12, 2022. At the meeting:     1) stockholders elected the 10 persons recommended by the Board to serve as directors of Intel;     2) stockholders ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm of Intel for 2022;     3) stockholders did not approve, on an advisory basis, Intel’s executive compensation of its listed officers;     4) stockholders approved the amendment and restatement of the 2006 Equity Incentive Plan;     5) stockholders did not approve the stockholder proposal requesting amendment to Intel’s stockholder special meeting right; and     6) stockholders did not approve the stockholder proposal requesting a third-party audit and report on whether written policies or unwritten norms at Intel reinforce racism in its culture. Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.     1) Election of Directors   Nominee   For   Against   Abstain   Broker Non-Votes Patrick P. Gelsinger   2,697,917,183        14,295,680     7,139,970   556,288,630 James J. Goetz   2,672,905,441        36,303,918   10,143,474   556,288,630 Andrea J. Goldsmith   2,692,265,316        16,748,795   10,338,722   556,288,630 Alyssa H. Henry   1,365,869,670   1,343,196,985   10,286,178   556,288,630 Omar Ishrak   1,893,420,213      814,535,837   11,396,783   556,288,630 Risa Lavizzo-Mourey   2,012,950,473      695,788,110   10,614,250   556,288,630 Tsu-Jae King Liu   2,681,174,350        27,760,203   10,418,280   556,288,630 Gregory D. Smith   2,673,841,764        35,138,297   10,372,772   556,288,630 Dion J. Weisler   1,936,887,555      771,396,704   11,068,574   556,288,630 Frank D. Yeary   2,589,552,038      119,020,238   10,780,557   556,288,630     2) Ratification of Selection of Independent Registered Public Accounting Firm   For   Against   Abstain   Broker Non-Votes 3,089,319,952   175,577,896   10,743,615   0     3) Advisory Vote to Approve Executive Compensation of Intel’s Listed Officers   For   Against   Abstain   Broker Non-Votes 921,224,090   1,777,027,364   21,101,379   556,288,630     4) Approval of the Amendment and Restatement of the 2006 Equity Incentive Plan   For   Against   Abstain   Broker Non-Votes 1,975,846,039   724,717,724   18,789,070   556,288,630     5) Stockholder Proposal Requesting Amendment to Intel’s Stockholder Special Meeting Right   For   Against   Abstain   Broker Non-Votes 896,541,651   1,770,479,408   52,331,774   556,288,630     6) Stockholder Proposal Requesting a Third-Party Audit and Report on Whether Written Policies or Unwritten Norms at Intel Reinforce Racism in its Culture   For   Against   Abstain   Broker Non-Votes 443,059,046   2,203,458,990   72,834,797   556,288,630 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: May 16, 2022     /s/ Susie Giordano     Susie Giordano     Interim General Counsel, Corporate Vice President and Corporate Secretary