2017 Proxy Statement Highlights

2017 Proxy Statement Highlights

This summary highlights information contained elsewhere in our proxy statement and does not contain all of the information that you should consider. We encourage you to read the entire proxy statement carefully before voting.

CURRENT DIRECTORS AND BOARD NOMINEES

   Committee Memberships
NameOccupationIndependentACCCGNCECFC
Charlene Barshefsky
Age: 66, Director Since: 2004
Senior International Partner, Wilmer
Cutler Pickering Hale and Dorr LLP
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Aneel Bhusri
Age: 51, Director Since: 2014
Co-Founder and CEO,
Workday, Inc.
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Andy D. Bryant
Age: 66, Director Since: 2011
Chairman of the Board of Directors, Intel CorporationScreen Shot 2017-04-05 at 9.25.24 PM
John J. Donahoe*
Age: 56, Director Since: 2009
Chairman of the Board,
PayPal Holdings, Inc.
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Reed E. Hundt
Age: 69, Director Since: 2001
Principal,
REH Advisors, LLC
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Omar Ishrak
Age: 61, Director Since: 2017
Chairman and CEO, Medtronic plcScreen Shot 2017-04-05 at 9.26.05 PM
Brian M. Krzanich
Age: 56, Director Since: 2013
CEO,
Intel Corporation
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Tsu-Jae King Liu
Age: 53, Director Since: 2016
Professor,
University of California, Berkeley
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James D. Plummer*
Age: 72, Director Since: 2005
Professor,
Stanford University
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David S. Pottruck
Age: 68, Director Since: 1998
Chairman and CEO,
Red Eagle Ventures, Inc.
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Gregory D. Smith
Age: 50, Director Since: 2017
CFO, EVP, Corporate Development & Strategy, The Boeing CompanyScreen Shot 2017-04-05 at 9.26.05 PM
Frank D. Yeary
Age: 53, Director Since: 2009
Executive Chairman,
CamberView Partners, LLC
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David B. Yoffie
Age: 62, Director Since: 1989
Professor,
Harvard Business School
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* John J. Donahoe is not standing for re-election, and James D. Plummer is retiring from the Board of Directors. Messrs. Donahoe and Plummer’s terms expire at the 2017 Annual Stockholders’ Meeting.
AC Audit Committee GNC Corporate Governance and
Nominating Committee
EC Executive Committee committee member Committee Member
CC Compensation Committee FC Finance Committee committee chair Committee Chair/Co-Chair

Company Performance During 2016

YEAR-OVER-YEAR RESULTS

year-over-year

¹ Based on a 52-week closing-price high and low.

Company Strategy

We are a world leader in the design and manufacturing of essential products and technologies that power the cloud and an increasingly smart, connected world. Intel delivers computer, networking, and communications platforms to a broad set of customers. We are expanding the boundaries of technology through our relentless pursuit of Moore’s Law and computing breakthroughs that make amazing experiences possible.

Our vision is that if it is smart and connected, it is best with Intel. As a result, our strategy is to drive a “Virtuous Cycle of Growth” that enables the expansion of the data center as well as the proliferation of smart, connected things and devices, while continuing to fuel technology with the economics of Moore’s Law.

People are experiencing a dramatic shift in their relationship to technology as things and devices become connected to each other and the cloud, merging our digital and physical worlds. Computing is becoming pervasive everywhere and in everything. The Virtuous Cycle of Growth leverages Intel’s core assets to power the cloud and drive the increasingly smart and connected world.

Virtuous Cycle of Growth

experiences

Our businesses across the cloud and data center, through things and devices, are accelerated by memory and field-programmable gate array (FPGA) technologies—all of which are bound together by connectivity and enhanced by the economics of Moore’s Law. We further transform these technologies to deliver compelling user experiences.

Investor Outreach

We have a robust investor engagement program. Our integrated outreach team, led by our Investor Relations group, Corporate Responsibility office, and the Corporate Secretary’s office, engages proactively with our stockholders, monitors developments in corporate governance and social responsibility, and thoughtfully adopts and applies developing practices in a manner that best supports our business and our culture. As discussed further under “Corporate Responsibility and Investor Engagement” on page 18, we actively engage with our stockholders in a number of forums on a year-round basis and integrate the information we learn through these activities into our governance calendar, as reflected below.

annual-stockholder-meeting

Executive Compensation Highlights for 2016

Intel has a long-standing commitment to pay-for-performance. We implement this commitment by providing the majority of compensation to executive officers through arrangements that are designed to hold those officers accountable for business results and reward them for consistently strong corporate performance and creation of value for our stockholders. Our executive compensation programs are periodically adjusted so they support Intel’s business goals and promote both current-year and long-term profitable growth of the company, although no significant changes were made to our executive compensation programs for 2016.

  • The majority of cash compensation to our executive officers is paid under our annual incentive cash plan with the annual payouts based on measures of relative financial performance, absolute financial performance, company performance relative to operational goals, and individual performance.
  • Equity awards—consisting in 2016 of variable performance-based outperformance restricted stock units (OSUs) and restricted stock units (RSUs)—align compensation with the long-term interests of Intel’s stockholders by focusing our executive officers on both absolute and relative total stockholder return (TSR).
  •  In setting executive officer compensation, the Compensation Committee evaluates the individual performance reviews of our executive officers and the compensation levels in a “peer group”; for 2016 the peer group consisted of 15 technology companies and 10 other large companies.
  • Total compensation for each executive officer varies with both individual performance and Intel’s performance in achieving financial and non-financial objectives. Each executive officer’s compensation is designed to reward his or her contribution to Intel’s results.

The following chart illustrates that approximately 92% of the 2016 total direct compensation granted by the Compensation Committee to our Chief Executive Officer (CEO) was in programs that vary the level of payout based on company and individual performance, or “at risk.”

CEO Performance and Incentive Pay Mix¹

CEO-pay-mix

1 Does not include “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” or “All Other Compensation” as included in the Summary Compensation Table on page 59.

Corporate Governance at Intel

Intel understands that corporate governance practices change and evolve over time, and we seek to adopt and use practices that we believe will be of value to our stockholders and will positively aid in the governance of the company. Some of our governance practices include the following:

✔ WHAT WE DO✗ WHAT WE DON'T DO
  • Proxy access for stockholders
  • No plurality voting for directors in uncontested elections
  • Strong independent Lead Director
  • No combined CEO and Chairman
  • Actively seek diverse board candidates
  • No supermajority voting requirements
  • Claw-back policy that applies to our annual incentive cash plan and equity incentive plan
  • No change in control compensation arrangements
  • Rigorous stock ownership guidelines for all officers and directors
  • No hedging of Intel stock is allowed by executives or directors
  • Annual Say-on-Pay vote and biennial vote on equity compensation plan
  • No adoption of a “poison pill” unless approved or ratified by stockholders
  • Permit stockholders to call special meetings

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