INTEL CORP
For the period ended Mar 27, 2025. Filed Mar 27, 2025.
View on SEC.govAbout 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, 2025 · Filed Mar 27, 2025
Contents
Cover page
Show cover page
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☒ Definitive Proxy Statement☐ Definitive Additional Materials☐ Soliciting Material under §240.14a-12 | ☐ Confidential, for Use of the Commission Only(as permitted by Rule 14a-6(e)(2)) |
|---|
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
| 2 | Letter from Your Board Chair |
| 4 | Meeting Notice and Voting Roadmap |
| Corporate Governance | |
|---|---|
| 6 | Proposal 1: Election of 11 Directors |
| 7 | Corporate Governance Section Roadmap |
| 8 | Board Overview |
| 10 | Board Skills |
| 12 | Director Nominees |
| 18 | Board Composition and Refreshment |
| 20 | Board Structure and Oversight |
| 28 | Stockholder Engagement |
| 30 | Director Compensation |
| 32 | Independence and Related Party Transactions |
| 33 | Share Ownership |
| Audit | |
| 34 | Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm |
| 34 | Auditor Fees |
| 35 | Considerations in Re-Engaging EY |
| 36 | Audit Committee Report |
| Compensation | |
| 38 | Proposal 3: Advisory Vote on Executive Compensation(Say-on-Pay) |
| 39 | Compensation Section Roadmap |
| 40 | Compensation Committee Letter |
| 42 | Compensation Discussion and Analysis |
| 42 | Executive Summary |
| 46 | Compensation Setting Process |
| 48 | 2024 NEO Compensation |
| 58 | 2025 Compensation Program Changes |
| 58 | Other Executive Compensation Information |
| 62 | Compensation Committee Report |
| 63 | Executive Compensation Tables |
| 75 | CEO Pay Ratio |
| 76 | Pay Versus Performance |
| Equity Incentive Plan | |
| 79 | Proposal 4: Approval of Amendment and Restatement of the 2006 Equity Incentive Plan |
| 87 | Equity Compensation Plan Information |
| Stockholder Proposals | |
| 88 | Proposal 5: Ethical Impact Assessment |
| 90 | Proposal 6: Charitable Giving Report |
| 92 | Proposal 7: Shareholder Right to Act by Written Consent |
| Additional Information | |
| 94 | 2025 Annual Meeting |
| 97 | Stockholder Proposals/Nominations - 2026 Annual Meeting |
| 97 | Financial Statements |
| 98 | Delinquent Section 16(a) Reports |
| 98 | Communicating with Us |
| 98 | Forward-Looking Statements |
| Appendices | |
| A-1 | Appendix A: 2006 Equity Incentive Plan |
| Helpful Resources | |
| Frequently Requested Information | |
|---|---|
| 20 | Board Committees |
| 22 | Board Leadership Structure |
| 19 | Board Self-Evaluations |
| 27 | Corporate Responsibility Oversight |
| 27 | Cybersecurity Oversight |
| 12 | Director Biographies |
| 30 | Director Compensation |
| 18 | Director Independence |
| 10 | Director Skills / Experience Matrix |
| 25 | Enterprise Risk Management Oversight |
| 6 | Key Governance Practices |
| 24 | Management Succession Planning |
| 17 | Other Public Board Service |
| 28 | Stockholder Engagement |
| 23 | Strategy Oversight |
| 34 | Auditor Fees |
| 35 | EY Re-Engagement Factors |
| 48 | Compensation Consultant |
| 71 | Deferred Compensation Table |
| 67 | Grants of Plan-Based Awards Table |
| 53 | Individual NEO Performance Highlights |
| 42 | Interim Co-CEO Compensation |
| 38 | Key Compensation Practices |
| 40 | Letter from Compensation Committee |
| 42 | NEOs for 2024 |
| 43 | New CEO Compensation |
| 68 | Option Exercises and Stock Vested Table |
| 69 | Outstanding Equity Awards Table |
| 47 | Peer Group |
| 70 | Pension Benefits Table |
| 72 | Potential Post-Employment Payments |
| 42 | Prior CEO Compensation |
| 58 | Program Changes in 2025 |
| 45 | Say-on-Pay Responsive Actions |
| 59 | Stock Ownership Guidelines |
| 63 | Summary Compensation Table |
| On behalf of our Board of Directors, we are making these materials available to you beginning on or about March 27, 2025 in connection with Intel’s solicitation of proxies for our 2025 Annual Meeting. | |
| 2025 Proxy Statement | 1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.