INTEL CORP
For the period ended Mar 27, 2024. Filed Mar 28, 2024.
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Mar 27, 2024 · Filed Mar 28, 2024
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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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only
☒ Definitive Proxy Statement(as permitted by Rule 14a-6(e)(2))
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
INTEL CORPORATION(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Table of Contents
| 4 | Letter from Your Board Chair |
| 6 | Introduction to Our Business |
| 12 | Meeting Notice and Voting Roadmap |
| Corporate Governance Matters | |
|---|---|
| 16 | Proposal 1: Election of Directors |
| 17 | Corporate Governance Roadmap |
| 18 | Board Overview |
| 20 | Board Skills |
| 22 | Board Composition and Refreshment |
| 32 | Board Structure and Engagement |
| 36 | Board Accountability |
| 38 | Board Oversight |
| 44 | Director Compensation |
| 46 | Certain Relationships and Related Transactions |
| 47 | Security Ownership of Certain Beneficial Owners and Management |
| Audit Matters | |
| 48 | Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm |
| 50 | Report of the Audit & Finance Committee |
| Compensation Matters | |
| 52 | Proposal 3: Advisory Vote to Approve Executive Compensation of Our Named Executive Officers (NEOs) |
| 53 | Letter from the Talent and Compensation Committee |
| 55 | Compensation Discussion and Analysis |
| 56 | Executive Summary |
| 61 | 2023 Compensation of Our NEOs |
| 76 | Other Aspects of Our Executive Compensation Programs |
| 79 | Report of the Talent and Compensation Committee |
| 80 | Executive Compensation Tables |
| Additional Compensation Matters | |
| 94 | CEO Pay Ratio |
| 94 | Pay Versus Performance |
| 97 | Equity Compensation Plan Information |
| Stockholder Proposals | |
| 98 | Proposals 4-6 |
| Additional Meeting Information | |
| 104 | How the Meeting will be Conducted |
| 104 | How to Attend the Meeting |
| 105 | How to Vote |
| Other Matters | |
| 107 | 2025 Stockholder Proposals or Nominations |
| 110 | Communicating with Us |
| 110 | Delinquent Section 16(a) Reports |
| 111 | Stockholders Sharing the Same Last Name and Address |
| Appendices | |
| A-1 | Appendix A: Non-GAAP Financial Measures |
| B-1 | Appendix B: Additional Executive Compensation Information |
| C-1 | Appendix C: Independence Related Matters |
| Index of Frequently Requested Information | |
|---|---|
| 10 | Corporate Responsibility Initiatives |
| 11 | Human Capital Management |
| 24 | Board Evaluations |
| 25 | Board Diversity |
| 25 | Director Biographies |
| 24 | Director Independence |
| 20 | Director Skills / Experience Matrix |
| 23 | Other Board Commitments |
| 22 | Tenure |
| 33 | Board and Committee Engagement |
| 34 | Board Committees |
| 32 | Board Leadership |
| 43 | Code of Conduct |
| 42 | Corporate Responsibility Oversight |
| 42 | Cybersecurity Oversight |
| 33 | Director Attendance |
| 40 | Enterprise Risk Management Oversight |
| 43 | Ethics, Legal and Regulatory Oversight |
| 39 | Human Capital Management |
| 36 | Stockholder Engagement |
| 38 | Strategy Oversight |
| 50 | Auditor Fees |
| 49 | EY Re-Engagement Factors |
| 62 | Compensation Consultant |
| 91 | Deferred Compensation Table |
| 86 | Grants of Plan-Based Awards Table |
| 55 | NEOs for 2023 |
| 87 | Options Exercises & Stock Vested Table |
| 85 | Other Compensation Table |
| 88 | Outstanding Awards Table |
| 62 | Peer Group |
| 90 | Pension Benefits Table |
| 92 | Post-Employment Payments |
| 57 | Say-On-Pay Responsive Actions |
| 80 | Summary Compensation Table |
On behalf of our Board of Directors, we are making these materials available to you beginning on or about March 28, 2024 in connection with Intel’s solicitation of proxies for our 2024 Annual Meeting.
| 2024 PROXY STATEMENT | 3 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.