Intel (INTC) Proxy filing summary

Executive summary

• 2025 marked a year of reinvention with a new CEO, Lip-Bu Tan, focusing on operational rigor, strategic clarity, and restoring engineering excellence.

• The Board engaged deeply in strategy, risk oversight, leadership transitions, and direct stockholder communication.

• Key milestones included progress on Intel 18A/14A, cost controls, and enhanced financial resilience.

• Board composition was refreshed, adding four independent directors since 2024, and a new independent Chair was appointed for 2026.

• The Board remains committed to strong governance, stockholder engagement, and long-term value creation.

Voting matters and shareholder proposals

• Election of 11 directors, all current members, with a focus on skills, independence, and diversity.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on executive compensation (Say-on-Pay) recommended for approval.

• Approval sought for amendments to the 2006 Equity Incentive Plan and Employee Stock Purchase Plan to increase share reserves and extend terms.

• Board recommends voting against shareholder proposals on China risk, human rights due diligence, and permanent separation of Chair/CEO roles.

Board of directors and corporate governance

• Board comprises 11 nominees, 10 of whom are independent, with diverse backgrounds and expertise in technology, finance, and global operations.

• Regular board refreshment, annual self-evaluations, and skills matrix assessments ensure alignment with strategic needs.

• Independent Board Chair policy in place, with flexibility for leadership transitions.

• Board committees (Audit, Compensation, Governance) have clear charters and oversight responsibilities.

• Directors are subject to overboarding and age limits, and stockholder engagement is ongoing.