2021 Proxy Statement

2021 Proxy Statement Notice of Annual Stockholders’ Meeting Investor Engagement To see how we responded to your Who We Met With feedback, see page 41. Total Contacted Total Engaged Director Engaged 50.4% 39.5% 29.7% O/S O/S O/S Intel’s outstanding shares (o/s) caculated as of September 30,2020 We are proud of our long-standing and robust investor engagement program. Our integrated outreach team, led by our Investor Relations group, Corporate Responsibility office, Human Resources office, and Corporate Secretary office, engages proactively with our stockholders, maintaining a two-way, year-round governance calendar as shown in this graphic. During 2020, our engagement program addressed our executive compensation program, corporate governance best practices, our Board’s operation and experience, and our commitment to addressing environmental and social responsibility issues that are critical to our business. Through direct participation in our engagement efforts and through briefings from our engagement teams, our directors are able to monitor developments in corporate governance and social responsibility and benefit from our stockholders’ perspectives on these topics. In consultation with our Board, we seek to thoughtfully adopt and apply developing practices in a manner that best supports our business and our culture. Summer Winter Review annual meeting Incorporate input results to determine from investor meetings Annual appropriate next into annual meeting planning steps, and prioritize and enhance governance Stockholders’ post annual meeting and compensation investor engagement practices and disclosures Meeting focus areas when warranted Fall Spring Hold post- Conduct pre-annual annual meeting meeting investor meetings investor meetings to solicit feedback and report to the to answer questions and Board, Compensation understand investor Committee, and Corporate views on proxy Governance and Nominating matters Committee Additional detail on specific topics and initiatives we have adopted is discussed under “Investor Engagement” on page 40. Letter From Your Chairman Dear Stockholder, 2020 marked my first year serving as your independent Board strategy to build on its product leadership and take Chairman and it has been my honor to work with the Board, advantage of the significant opportunities ahead. On behalf of senior management, and the broader Intel community in this the Board, I express my deep appreciation to Bob Swan, Pat’s role. Over the past year, our strategic evolution has continued predecessor as Intel CEO, for his leadership and significant unabated despite economic and social headwinds. Our sense contributions through this period of transformation for our of purpose, our core values and the fundamental principles of company. Bob leaves Intel in a strong strategic and financial our operations that have guided Intel since its founding have position, and the Board and I thank him for his tremendous remained constant. Key among those are our commitment to contributions and a seamless leadership transition. our employees and stockholders, as well as our understanding that we have a crucial role to play as a leader on environmental, social, and governance issues. That Rising to the Challenge of COVID-19 leadership not only makes us a stronger company, it also Over the past year, the COVID-19 pandemic has changed the enables us to create value for the broader communities in lives of our employees, our customers, and our community. which we operate. Our Board is deeply proud of how the Intel team rose to the challenge of COVID-19 and demonstrated the unrivaled value During 2020, we achieved significant progress in furtherance of our worldwide manufacturing network to support our of our transformation from a CPU to a multi-architecture XPU customers and partners around the world. In response to the company. In light of the economic and social challenges that onset of COVID-19, we made operational changes and arose in 2020, we have doubled down on our commitment to adopted measures to enable a continued safe environment cultivating leadership and fostering a culture that reflect and for our employees and operation of our manufacturing sites. support this transformation. Our strategic evolution has To aid and support employees during COVID-19, Intel is driven change throughout the company. investing more than $100 million in additional benefits, including special recognition for employees working on site. We also put in place a telecommuting reimbursement Our CEO Leadership Transition program to help employees required to work from home On January 13, 2021, our Board named Patrick Gelsinger to improve their workspaces, and increased flexibility in our be Chief Executive Officer, effective as of February 15, 2021. leave programs to support employees caring for children and After careful consideration, our Board concluded that the time others. Additionally, we launched our Pandemic Response was right to make this leadership change in order to draw Technology Initiative, which supported essential workers, upon Pat’s more than 40 years of technology and leadership hard-hit businesses, and students of all ages with Intel- experience. Most recently, Pat served as the Chief Executive funded technology projects led by employees in collaboration Officer of VMware, Inc., where he significantly transformed the with our global customers and partners. Amid the effects of company into a recognized global leader in cloud COVID-19, Intel achieved record revenue for the fifth infrastructure, enterprise mobility, and cyber security, almost consecutive year and maintained a strong balance sheet and tripling the company’s annual revenues. Pat’s appointment as liquidity position. From safeguarding wellness through Chief Executive Officer is a homecoming of sorts, as Pat began healthcare and telehealth, to remote learning for students of his career at Intel and spent 30 years here developing a deep all ages, to innovative technology solutions to help knowledge of Intel and contributed in a fundamental way to businesses safely reopen, the experiences of the past year its technology evolution as well as the development of its have provided valuable lessons about the critical role Intel’s culture. Our Board is confident that Pat, together with the rest technologies can play, and have played, across society in of the leadership team, will deliver strong execution of Intel’s response to public health and economic crises. Most importantly, as a company, we have learned to operate with more empathy, agility, and velocity. “We greatly value year-round communication Diversity and Inclusion are Driving and collaboration with our stockholders to Forces in Our Innovation discuss how our company’s strategic transformation is enabling us to play a larger Intel strives to provide an environment where employees role in our customers’ success and to apply from diverse backgrounds are valued, respected, inspired, acknowledged, and rewarded so they can achieve their technology to society’s greatest challenges.” potential and fulfill their career aspirations. During the past —Omar Ishrak year, the Intel community has had to confront senseless acts Independent Chairman 2021 PROXY STATEMENT | Letter From Your Chairman 3 Letter From Your Chairman Continued of racism and violence, specifically against African Americans. and skilled employees to create the technology of the future. In response to and in keeping with Intel’s commitment to In order to attract, retain, and grow talented and engaged diversity and inclusion, senior management and our Board employees who can deliver their best work every day, we have publicly affirmed that inaction is not an option for Intel. invest significant resources to making Intel a rewarding place Our commitment to combating racism and fostering a diverse to work, creating a company which our employees are proud and inclusive culture is a business imperative and key to our to be a part of, and fostering an environment where we long-term success, making Intel, and each of our employees, promote diversity and inclusion. stronger. For many years, we have taken actions to deeply integrate diversity and inclusion expectations into our culture, For over a decade, we have tracked and publicly reported on performance management systems, leadership expectations, key human capital metrics, including workforce and annual bonus metrics. We continued to raise the bar for demographics, diversity and inclusion data, and turnover data. ourselves in 2020 through the announcement of new 2030 These initiatives and tracking data are regularly shared with goals and initiatives to drive change across the industry, the Board. In 2018, we met our goal to achieve full including working with a coalition of companies on the representation of women and underrepresented minorities in creation of a new Global Inclusion Index. We also pledged our U.S. workforce, two years ahead of schedule. We $1 million in support of efforts to address social injustice and advanced transparency in our pay and representation data by anti-racism across various nonprofit and community publicly releasing our EEO-1 survey pay data in 2019. And, organizations and expanded our work and programs around although the U.S. Equal Employment Opportunity social equity with the creation of a new Social Equity Program Commission decided it would not continue to require the Office and the publication of Global Social Equity Policy reporting of pay information, we felt it was important to

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