INTEL CORP
For the period ended May 13, 2026. Filed Mar 23, 2026.
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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.
May 13, 2026 · Filed Mar 23, 2026
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DEF 14A 1 proxy2026.htm DEFINITIVE PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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
| Letter from Your Board Chair | 2 | ||
|---|---|---|---|
| Meeting Notice and Voting Roadmap | 4 | ||
| Governance | |||
| Proposal 1: Election of 11 Directors | 6 | ||
| Governance Highlights | 6 | ||
| Governance Section Roadmap | 7 | ||
| Board Overview | 8 | ||
| Board Skills | 10 | ||
| Director Skills / Experience Matrix | 10 | ||
| Director Nominees | 12 | ||
| Director Biographies | 12 | ||
| Board Composition and Refreshment | 18 | ||
| Director Independence | 18 | ||
| Director Commitments / Other Public Board Service | 18 | ||
| Board Leadership Structure | 19 | ||
| Board Self-Evaluations | 19 | ||
| Board Structure and Oversight | 20 | ||
| Board Committees | 20 | ||
| Strategy and Business | 22 | ||
| Management Succession Planning | 23 | ||
| Enterprise Risk Management | 24 | ||
| Cybersecurity | 25 | ||
| Corporate Social Responsibility | 25 | ||
| Stockholder Engagement | 26 | ||
| Share Ownership | 27 | ||
| Director Compensation | 28 | ||
| Independence and Related Party Transactions | 30 | ||
| Audit | |||
| Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm | 32 | ||
| Auditor Fees | 32 | ||
| Considerations in Re-Engaging EY | 33 | ||
| Audit Committee Report | 34 | ||
| Compensation | |||
| Proposal 3: Advisory Vote on Executive Compensation (Say-on-Pay) | 36 | ||
| Compensation Highlights | 36 | ||
| Compensation Section Roadmap | 37 | ||
| Compensation Committee Letter | 38 | ||
| Compensation Discussion and Analysis | 40 | ||
| Executive Summary | 40 | ||
| NEOs for 2025 | 40 | ||
| New CEO Compensation Package | 42 | ||
| 2025 Elements of Pay | 44 | ||
| 2025 Incentive Program Results | 45 | ||
| Say-on-Pay Response and Stockholder Engagement | 45 | ||
| Compensation Setting Process | 46 | ||
| Peer Group | 47 | ||
| Independent Compensation Consultant | 47 | ||
| 2025 NEO Compensation | 48 | ||
| Individual Performance Goals | 51 | ||
| Equity Incentive Compensation | 53 | ||
| 2026 Compensation Program Changes | 56 | ||
| Other Executive Compensation Information | 57 | ||
| Post-Employment Compensation Arrangements | 57 | ||
| Stock Ownership Guidelines | 60 | ||
| Compensation Committee Report | 61 | ||
| Executive Compensation Tables | 62 | ||
|---|---|---|---|
| Summary Compensation Table | 62 | ||
| Grants of Plan-Based Awards Table | 66 | ||
| Stock Option Exercises and Stock Vested Table | 67 | ||
| Outstanding Equity Awards Table | 68 | ||
| Pension Benefits Table | 70 | ||
| Deferred Compensation Table | 71 | ||
| Potential Post-Employment Payments | 73 | ||
| CEO Pay Ratio | 76 | ||
| Pay Versus Performance | 77 | ||
| Equity Incentive Plans | |||
| Proposal 4: Approval of Amendment and Restatement of the 2006 Equity Incentive Plan | 80 | ||
| Proposal 5: Approval of Amendment and Restatement of the 2006 Employee Stock Purchase Plan (ESPP) | 89 | ||
| Equity Compensation Plan Information | 93 | ||
| Stockholder Proposals | |||
| Proposal 6: Requests a Report on Risk of China Exposure | 94 | ||
| Proposal 7: Requests a Report on Intel’s Human Rights Due Diligence Process | 96 | ||
| Proposal 8: Requests an Enduring Policy Separating the Chair and CEO Roles | 98 | ||
| Additional Information | |||
| 2026 Annual Meeting | 100 | ||
| 2027 Annual Meeting Proposals and Nominations | 103 | ||
| Delinquent Section 16(a) Reports | 103 | ||
| Financial Statements | 104 | ||
| Communicating with Us | 104 | ||
| Forward-Looking Statements | 104 | ||
| Appendices | |||
| Appendix A: Equity Incentive Plan | A-1 | ||
| Appendix B: Employee Stock Purchase Plan | B-1 | ||
| Helpful Resources | |||
On behalf of Intel’s Board of Directors, we are making these materials available to you beginning on or about March 23, 2026 in connection with our solicitation of proxies for our 2026 Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.