UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 21, 2016

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(Address of principal executive offices) (Zip Code)

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(Former Name or Former Address, if Changed Since Last Report)

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The Board of Directors (the "Board") of Intel Corporation (the "Corporation") amended the Intel Corporation Bylaws (the "Bylaws") to provide for "proxy access" by eligible stockholders and make other clarifying changes, as described below.

Article II, Section 9 of the Bylaws, as amended, provides for a stockholder, or a group of up to 20 stockholders, that has owned at least 3% of the Corporation's outstanding common stock continuously for at least three years to nominate and include in the Corporation's proxy materials up to the greater of two directors and 20% of the number of the Corporation's directors then in office, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.  Prior to adopting the new proxy access provisions, the Corporation engaged in discussions with a number of its stockholders to assess their views on appropriate proxy access terms, allowing the Board to implement terms that it believes will provide meaningful proxy access rights for stockholders while furthering the long-term interests of the Corporation and its stockholders.

The amendments to the Bylaws also revise provisions relating to calling and conducting stockholder, Board and Board committee meetings; revise the period for delivering notice to the Corporation of nominations and proposals intended to be presented by stockholders and the information to be included in any such notice; and make other clarifying or conforming changes.  The amendments to the Bylaws are effective immediately, except that the amendment in Article II, Section 8(b), setting forth the period for advance notice of business or nominations to be presented at an annual stockholders meeting, are effective as of February 18, 2016, so that the notice period with respect to the Corporation's 2016 annual stockholders' meeting remain as set forth in the Corporation's 2015 proxy statement.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

 

 

 

The following exhibits are filed as part of this Report.

 

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.