Notice of Annual Stockholders' Meeting
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NOTICE OF ANNUAL STOCKHOLDERS’ MEETING INVESTOR ENGAGEMent We are proud of our long-standing and robust investor engagement program. Our integrated outreach team, led by our During 2019, our engagement program addressed SUMMER corporate Review annual governance meeting results to determine appropriate best practices, next steps, and prioritize post-annual our executive meeting investor engagement focus compensation areas To see how we responded to your feedback, program, our see page 38. Board’s operation and experience, and FALL Hold post-annual our commitment meeting investor meetings to solicit to addressing feedback and report to the Board and environmental and Corporate Governance social responsibility and Nominating Committee TOTAL CONTACTED issues that are critical to our business. WINTER Incorporate input from investor meetings into annual meeting planning and Through direct enhance governance and compensation participation in practices and disclosures when our engagement warranted TOTAL ENGAGED engagement teams, SPRING our directors are Conduct pre-annual meeting investor able to monitor meetings to answer questions and developments understand investor views on proxy in corporate matters governance and social responsibility our stockholders’ ANNUAL perspectives on STOCKHOLDERS’ DIRECTOR ENGAGED these topics. In MEETING to thoughtfully adopt and apply developing practices in a manner that best supports our business and our culture. adopted is discussed under “Investor Engagement” on page 37. Intel’s outstanding shares (O/S) calculated as of September 30, 2019 LETTERFROMYOURCHAIRMAN DEAR STOCKHOLDER, Our strategic evolution to capitalize on the exponential In keeping with our strong commitment to independent growth of data and help customers unleash its potential with Board oversight, we have long separated the roles of Board technology to process, store, and move more data, faster, is Chairman and CEO. Returning to our past practice of having transforming many aspects of our company. It is particularly an independent director serve as Board Chairman, it was my important that our leadership and our culture reflect and honor to be elected Board Chairman in January 2020. Our support this transformation, and we have made great immediate past Chairman, Andy Bryant, will be retiring from progress to provide a solid foundation for our growth and the Board as of the 2020 Annual Meeting. Over the past 39 leadership in this new era. This strategic evolution has driven years, Andy has served Intel in a number of crucial roles. He change throughout the company, while the core fundamental has led with integrity and an abiding focus on delivering principles of our operations and values remain unchanged. results with the best interests of Intel and our stakeholders in Key among those are our commitment to our stockholders mind. On behalf of myself, the rest of the Board and the and our recognition that leadership on environmental, social, broader Intel family, I thank and congratulate Andy for his and governance issues makes us a stronger company and service. Much of what Intel has become in its first 50 years is enables us to create value for our community. due in no small part to his enduring commitment to the company, its employees and its stockholders. FRESH BOARD PERSPECTIVES FULLY ALIGNED EXECUTIVE MANAGEMENT TEAM Since the beginning of 2017, we have welcomed six new independent directors to the Board, each of whom brings As we continue our work to shape the future of technology, extensive experience and fresh perspectives to enrich Board we believe our leadership team must be committed to and dialogue and enhance the Board’s ability to continue have a stake in that future. During the course of 2019, we effectively overseeing the business. Our Board reflects a made three key changes to our management leadership team. diverse set of perspectives, skills, and experiences to position In January 2019, our Board named Bob Swan to be Chief our company for the future. Executive Officer, based on the Board’s conclusion after a thorough search that Bob is the right leader to drive Intel into its next era of growth. To complement Bob’s unique talents and to empower Intel’s executive leaders to drive “At Intel, a key question that is front and center transformative change and improve execution, in April 2019, the Board appointed George Davis as our Chief Financial in the boardroom is how our decisions impact our Officer and in June 2019 the Board appointed Sandra Rivera stockholders. As a result, we find it incredibly as our new Chief People Officer. Both George and Sandra lead important to ensure that we have a meaningful critical aspects of Intel’s long-term strategy to power a data- dialogue with our investors throughout the centric world, while remaining committed to the fundamental year so we can get their feedback on important principles that have guided Intel through its first half-century. matters affecting Intel. This is particularly true in The Board is confident that these changes have strengthened a year when our investors express dissatisfaction and reinvigorated our management team and have positioned with some aspect of our practices, as they did Intel for sustainable success as we continue our evolution. through last year’s “say on pay” vote. Following this vote, I made it a priority on behalf of the CULTURAL EVOLUTION ACROSS THE ENTERPRISE board to engage directly with investors to better The Board understands the importance of corporate culture understand the reasons for their vote. Following and firmly believes that a strong culture allows Intel to attract meetings with investors representing 28% of and retain talented and engaged employees who can deliver our stock, I discussed your feedback with the their best every day and who create the intellectual capital the board and have worked with management to company relies on to develop and advance our technologies incorporate it into our practices and disclosures.” and manufacturing. As we continue our strategic transformation, the Board and our management team are —Omar Ishrak fully committed to evolving our corporate culture in order to Independent Chairman capitalize on our massive market opportunity in Intel’s history and to fulfill Intel’s purpose of creating world-changing technology that enriches the lives of every person on earth. 2020 PROXY STATEMENT | Letter From Your Chairman 3 LETTERFROMYOURCHAIRMANCONTINUED Like our broader strategic transformation, the transformation truly valuable to the Board and I look forward to our of our corporate culture will be a multi-year journey. Intel continued engagement with Intel stockholders and other must be customer obsessed to deliver every aspect of our stakeholders over the coming year. business to the highest quality, act fearlessly as “One Intel” and create an inclusive environment that welcomes truth and CONTINUED ENVIRONMENTAL, SOCIAL transparency. This cultural evolution will touch everything AND GOVERNANCE LEADERSHIP from the way employees work together, serve our customers and make decisions, to how we reward performance, promote Intel has a long history of leadership in corporate governance our employees and enable our workplace with technology. and corporate responsibility of setting ambitious goals for our company, leading industry and multi-stakeholder initiatives, In 2019, we took significant steps in support of this cultural and collaborating with others to apply our technology to evolution. We replaced our legacy performance management solve global challenges. Our integrated approach enables us system with one based on the principles driving our ongoing to mitigate risks, reduce costs, protect brand value, and strategic transformation, and under the leadership of our new identify market opportunities, in turn creating value for Intel, Chief People Officer, we are actively cultivating new employee our stockholders and the communities we serve. Under the processes and programs to promote sustainable growth and Board’s oversight, we have embedded corporate dynamic employee engagement. We also revised our annual responsibility and sustainability considerations into our incentive cash program for 2020 to embrace a “One Intel” corporate strategy, compensation, disclosure, and long-term approach, under which employees’ bonuses depend on our goals. To reinforce and align our executives to these goals, successes across the company, and not just based on since 2008 a portion of the operational performance individual business group achievements. Through the efforts component of our annual incentive cash program has been of our Compensation Committee, the Board holds our tied to key corporate responsibility goals within our executive management leaders accountable for making meaningful and employee compensation, including inclusion and progress in support of our cultural evolution, which is critical environmental metrics. in pursuit of an expanded market opportunity, fueled by data. The Board believes this will help make us even more nimble I would like to briefly highlight two of our corporate and proactive in order to compete in new markets, anticipate responsibility and corporate governance efforts that I feel emerging demands and drive success. particularly reflect Intel’s long-standing values, and I encourage you to carefully review this proxy statement as it LONGSTANDING COMMITMENT TO discusses many of our other key initiatives in greater detail. STOCKHOLDER ENGAGEMENT MANAGING HUMAN CAPITAL FOR SUCCESS