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: January 18, 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 File Number) Identification No.)
incorporation)
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-4c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On January 18, 2006, the Board of Directors approved
amendments to Article III, Section 1 of the Company's bylaws to
change the vote standard for the election of directors from
plurality to a majority of votes cast in uncontested elections. A
majority of the votes cast means that the number of shares voted
"for" a director must exceed the number of votes cast "against"
that director. In contested elections where the number of
nominees exceeds the number of directors to be elected, the vote
standard will continue to be a plurality of votes cast.
In addition, if a nominee who already serves as a
director is not elected, the director shall offer to tender his
or her resignation to the Board of Directors. The Corporate
Governance and Nominating Committee will make a recommendation to
the Board on whether to accept or reject the resignation, or
whether other action should be taken. The Board will act on the
Committee's recommendation and publicly disclose its decision and
the rationale behind it within 90 days from the date of the
certification of the election results. The director who tenders
his or her resignation will not participate in the Board's
decision. If the failure of a nominee to be elected at the annual
meeting results in a vacancy on the Board, that vacancy can be
filled by action of the Board.
Additionally, the Board approved amendments to the
Company's Bylaws setting a range for the size of the Board of
between nine and fifteen members. This range will not be altered
without stockholder approval. The amended bylaws are effective as
of January 18, 2006 and are attached as Exhibit 3.1 to this
Current Report on Form 8-K.
Item 8.01 Other Events
The Company's press release announcing the Bylaw
amendments is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part
of this Report:
Exhibit Description
Number
3.1 Intel Corporation Bylaws, as amended on
January 18, 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: January 19, 2006 Secretary