INTEL CORP — Proxy Solicitation & Information Statement 2022

Mar 29, 2022

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101) SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

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INTEL CORPORATION (Name of Registrant as Specified In Its Charter)
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This week Intel published its 2021 Annual Report and 2022 Proxy Statement in preparation for the company’s 2022 Annual Stockholders’ Meeting.

100% virtual

This year’s meeting will take place on May 12, 2022 at 8:30 a.m. Pacific Time and will be hosted virtually. Here’s how you can attend.

Summary of proxy proposals

All Intel stockholders as of the record date (March 18, 2022), including Intel employees who own shares of stock, have the right to vote on proposals outlined in the proxy before the stockholders’ meeting. The proxy asks stockholders to vote on the following proposals:

1. Elect the 10 nominees to the Board of Directors named in the proxy statement. (See Proxy page 16 for details. Intel’s Board recommends a vote “FOR” each nominee)

2. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2022 (See Proxy page 59 for details. Intel’s Board recommends a vote “FOR.”)

3. Advisory vote to approve executive compensation of our listed officers (See Proxy page 64 for details. Intel’s Board recommends a vote “FOR.”)

4. Approval of amendment and restatement of the 2006 Equity Incentive Plan (See Proxy page 110 for details. Intel’s Board recommends a vote “FOR.”)

5. Stockholder proposal requesting amendment to the company’s stockholder special meeting right, if properly presented at the meeting (See Proxy page 120 for details. Intel’s Board recommends a vote “AGAINST.”)

6. Stockholder proposal requesting a third-party audit and report on whether written policies or unwritten norms at the company reinforce racism in company culture, if properly presented at the meeting (See Proxy page 122 for details. Intel’s Board recommends a vote “AGAINST.”)

Additional proxy information

For questions related to material in the Proxy Statement, Intel’s responses will be limited to content in the Proxy Statement itself to adhere to U.S. Securities Exchange Commission rules. Jump to the following sections of the Proxy:

▪ Letter from Your Chairman

▪ Board of Directors Matters

▪ Corporate Governance Matters

▪ Audit Committee Matters

▪ Listed Officer Compensation Matters

▪ Additional Compensation Matters

▪ Stockholder Proposals

▪ Additional Meeting Information

▪ Other Matters

Understanding the voting process

Starting today, you’ll receive voting information along with the 2022 Proxy Statement from Broadridge, Intel’s proxy mailing agent. The proxy statement, annual report, and voting information are delivered by email or U.S. mail, according to your instructions. This information outlines the voting deadlines and explains how to submit your votes. You may receive multiple sets of voting information if you hold Intel stock in multiple accounts, so votes should be submitted for each set of voting information received.

More information

Companies hold formal annual meetings of stockholders to elect directors and to vote on other items on the agenda. A proxy statement describes the proposals presented to the stockholders for their vote and includes information on how to vote.

Intel has approximately three million stockholders. Most stockholders vote on the proposals before the meeting. For each share of stock owned, stockholders get:

▪ One vote for each of the directors being elected. There are 10 directors nominated in 2022, so you’ll get 10 votes, one for each director nominee; and

▪ One vote on each of the other proposals on the agenda.

Questions?

For questions about submitting your vote or viewing the online versions of the Annual Report and Proxy Statement, contact Intel Investor Relations for assistance.