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INTEL CORP

For the period ended Mar 27, 2024. Filed Mar 28, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 27, 2024 · Filed Mar 28, 2024

INTC$56.28+7.7%Stored close · as of Nov 6, 2026
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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

4Letter from Your Board Chair
6Introduction to Our Business
12Meeting Notice and Voting Roadmap
Corporate Governance Matters
16Proposal 1: Election of Directors
17Corporate Governance Roadmap
18Board Overview
20Board Skills
22Board Composition and Refreshment
32Board Structure and Engagement
36Board Accountability
38Board Oversight
44Director Compensation
46Certain Relationships and Related Transactions
47Security Ownership of Certain Beneficial Owners and Management
Audit Matters
48Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
50Report of the Audit & Finance Committee
Compensation Matters
52Proposal 3: Advisory Vote to Approve Executive Compensation of Our Named Executive Officers (NEOs)
53Letter from the Talent and Compensation Committee
55Compensation Discussion and Analysis
56Executive Summary
612023 Compensation of Our NEOs
76Other Aspects of Our Executive Compensation Programs
79Report of the Talent and Compensation Committee
80Executive Compensation Tables
Additional Compensation Matters
94CEO Pay Ratio
94Pay Versus Performance
97Equity Compensation Plan Information
Stockholder Proposals
98Proposals 4-6
Additional Meeting Information
104How the Meeting will be Conducted
104How to Attend the Meeting
105How to Vote
Other Matters
1072025 Stockholder Proposals or Nominations
110Communicating with Us
110Delinquent Section 16(a) Reports
111Stockholders Sharing the Same Last Name and Address
Appendices
A-1Appendix A: Non-GAAP Financial Measures
B-1Appendix B: Additional Executive Compensation Information
C-1Appendix C: Independence Related Matters
Index of Frequently Requested Information
10Corporate Responsibility Initiatives
11Human Capital Management
24Board Evaluations
25Board Diversity
25Director Biographies
24Director Independence
20Director Skills / Experience Matrix
23Other Board Commitments
22Tenure
33Board and Committee Engagement
34Board Committees
32Board Leadership
43Code of Conduct
42Corporate Responsibility Oversight
42Cybersecurity Oversight
33Director Attendance
40Enterprise Risk Management Oversight
43Ethics, Legal and Regulatory Oversight
39Human Capital Management
36Stockholder Engagement
38Strategy Oversight
50Auditor Fees
49EY Re-Engagement Factors
62Compensation Consultant
91Deferred Compensation Table
86Grants of Plan-Based Awards Table
55NEOs for 2023
87Options Exercises & Stock Vested Table
85Other Compensation Table
88Outstanding Awards Table
62Peer Group
90Pension Benefits Table
92Post-Employment Payments
57Say-On-Pay Responsive Actions
80Summary 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 STATEMENT3
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.