Intel 2003 Annual Report Download - page 105

date of the annual meeting is advanced by more than 30 days or delayed (other than as a result of adjournment) by more than 30 days from the
anniversary of the previous year’
s annual meeting, notice by the stockholder to be timely must be delivered not later than the close of business
on the later of the 60th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such
meeting is first made. Such stockholder’
s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’
s written consent to being
named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business
at the meting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owners if any on whose behalf the nomination or proposal is made (i)
the name and address of such stockholder, as they appear on the corporation’
s books, and of such beneficial owner, and (ii) the class and
number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner.
(c) Notwithstanding anything in this Section 9 to the contrary, in the event that the number of directors to be elected to
the Board of Directors of the corporation is increased and there is no public announcement specifying the size of the increased Board of
Directors made by the corporation at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’
s notice
required by this Section 9 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the corporation.
(d) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the corporation’
s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to the corporation’
s notice of meeting (a) by or at the direction of
the Board of Directors or (b) by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in
this section, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this section. Nominations by
stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’
s notice
required by this section shall be delivered to the Secretary at the principal executive offices of the corporation (if delivered by electronic mail
or facsimile, the stockholder’
s notice shall be directed to the Secretary at the electronic mail address or facsimile number, as the case may be,
specified in the company’
s most recent proxy statement) not earlier than the 120th day prior to such special meeting and not later than the close
of business on
6.