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: November 15, 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 incorporation) File Number) Identification No.)
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-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b) Resignation of Director
On November 15, 2006, Director E. John P. Browne
resigned from the Board of Directors and from the Board's
Compensation Committee and Corporate Governance and Nominating
Committee.
(d) Election of New Director.
On November 15, 2006, the Company's Board of Directors
elected Susan L. Decker as a member of the Board of Directors,
effective that day.
Ms. Decker will receive the standard compensation
amounts payable to non-employee directors of the Company, as
described in the Company's Form 8-K (and its exhibits) dated July
14, 2006. Her annual retainer and committee fees (if any) will
be pro-rated to reflect the remainder of the July to June year in
which director cash compensation is paid. Also pursuant to these
arrangements, Ms. Decker will receive a grant of Restricted Stock
Units in January 2007 for a number of shares equal to $72,500
divided by the average of the high and low sales prices of one
share of the Company's common stock on the date of grant, which
shares will vest ratably on each of the first three anniversaries
of the grant date. Ms. Decker and the Company will also enter
into the Company's standard form of directors' indemnification
agreement, as set forth at Exhibit 10.15 to the Company's Form 10-
K filed on February 2, 2005, pursuant to which the Company agrees
to indemnify its directors 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.
Item 7.01 Regulation FD Disclosure.
As disclosed under Item 5.02, on November 15,
2006, Director E. John P. Browne resigned from the Board of
Directors, and the Board elected Susan L. Decker as a member of
the Board of Directors, effective that day. The Company's press
release announcing Mr. Browne's resignation and Ms. Decker's
election is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. The information in this report shall be deemed
incorporated by reference into any registration statement
heretofore or hereafter filed under the Securities Act of 1933,
as amended, except to the extent that such information is
superseded by information as of a subsequent date that is
included in or incorporated by reference into such registration
statement. The information in this report shall not be treated as
filed for purposes of the Securities Exchange Act of 1934, as
amended.
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: November 16, 2006 Corporate Secretary