The following stockholder proposals will be voted on at the 2017 Annual Stockholders’ Meeting if properly presented by or on behalf of the stockholder proponent.
Proposal 6: Stockholder Proposal Requesting an Annual Advisory Vote on Political Contributions
The following stockholder proposal will be voted on at the 2017 Annual Stockholders’ Meeting if properly presented by or on behalf of the stockholder proponent.
Stockholder NorthStar Asset Management Funded Pension Plan, P.O. Box 301840 Boston, MA 02130, is the owner of 1041 shares of Intel common stock and proposes the following resolution:
Say on Political Contributions
The Supreme Court ruling in Citizens United v. Federal Election Commission interpreted the First Amendment right of freedom of speech to include certain corporate political expenditures involving “electioneering communications,” resulting in greater public and shareholder concern about corporate political spending;
Shareholders believe Intel should minimize risk to the firm’s reputation regarding possible future missteps in corporate political contributions, including Intel PAC contributions;
Our website and policies indicate that environmental protection, immigration reform, and nondiscrimination are high priorities for our Company;
Shareholders appreciate Intel’s efforts to strengthen internal oversight of political contributions, however analysis of 2016 political contributions indicate misaligned contributions, including:
- Richard Burr, a North Carolina senator who co-sponsored amending the Constitution to define “traditional marriage”; A contribution to the Republican Main Street Partnership PAC which supports Tom Emmer, who equated equal marriage to bestiality;
- Sen. Pat Toomey who sponsored a controversial immigration bill that would cut federal funding to cities that protect their immigrant population by prohibiting local law enforcement from cooperating with federal immigration officers;
- Rep. Pete Sessions who incorrectly claimed that Orlando’s Pulse nightclub, the site of a mass shooting this year, was not a gay club, and who subsequently helped block a proposal to ensure that federal contractors can’t discriminate on the basis of sexual orientation or gender identity;
- Sen. Mitch McConnell who is known for disavowing the reality of climate change.
Shareholders also recognize that conflicting issues may exist in the decision-making process of which political candidates to support, and are concerned that these decisions may be beyond the scope of Company management to determine. Accordingly, due to risks to shareholder value that may come from political missteps, shareholders should have the opportunity to weigh in on the annual plan of political contributions including the PAC.
Resolved: Shareholders recommend that the Board of Directors adopt a policy under which the proxy statement for each annual meeting will contain a proposal on political contributions describing:
- the Company’s and Intel PAC policies on electioneering and political contributions and communications,
- any political contributions known to be anticipated during the forthcoming fiscal year,
- management’s analysis of the congruency with company values and policies of the company’s and Intel PAC’s policies on electioneering and political contributions and communications, and of the resultant expenditures for the prior year and the forthcoming year, and an explanation of the rationale for any contributions found incongruent;
- management’s analysis of any resultant risks to our company’s brand, reputation, or shareholder value; and
- providing an advisory shareholder vote on those policies and future plans.
Supporting Statement: “Expenditures for electioneering communications” means spending directly, or through a third party, at any time during the year, on printed, internet or broadcast communications, which are reasonably susceptible to interpretation as in support of or opposition to a specific candidate.
BOARD OF DIRECTORS’ RESPONSE
Intel believes that the proposal is unnecessary and impractical for the following reasons:
- Intel already provides significant disclosure regarding our policies, processes, and oversight of political contributions in line with current best practices advocated by a number of leading organizations. In 2016, Intel again received a top-five ranking in the CPA-Zicklin Index of Corporate Political Disclosure and Accountability, and was highlighted as one of the “trendsetter companies.”
- Intel does not use corporate funds to make political contributions of the type that were the subject of the Supreme Court decision in the Citizens United v. Federal Election Commission (Citizens United) case.
- Intel publishes data on our direct and indirect political contributions on our web site and in our annual Corporate Responsibility Report. As those reports show, the overall amount of contributions by the company and the Intel Political Action Committee (IPAC) for political and office-holder support, including Intel’s “indirect spending” by trade associations to which Intel paid dues, is relatively modest.
Intel continuously evaluates our support of office-holders, industry groups, and other associations to focus on key supporters of key initiatives of value to the interests of Intel and Intel’s stockholders, recognizing that it is impractical to identify every issue or candidate in advance, and unrealistic to expect that Intel or its stockholders will agree with every issue that a politician supports.
Intel maintains a high degree of oversight, governance and transparency around our corporate political activity and accordingly believes that this proposal is unnecessary. Stockholders and other interested persons can find extensive information on our policies and processes through our Political Accountability Guidelines (Guidelines) and can learn even more about our processes, policy positions, and annual corporate and Intel IPAC contributions through our annual Corporate Responsibility Report and other information that is available on our web site. Our policies, practices, and disclosures reflect the fact that we have proactively engaged with the Center for Political Accountability and other organizations to understand best practice expectations on this issue and that for years we have been committed to continuous improvement in this area. As a result of our existing practices and disclosures, in 2016 Intel again received a top-five ranking in the CPA-Zicklin Index of Corporate Political Disclosure and Accountability, and was highlighted as one of the “trendsetter companies.”
Our Political Accountability Guidelines (Guidelines), which we initially drafted in 2006, and updated as recently as November 2016, are publicly available on our Corporate Responsibility web site at www.intel.com/responsibility. The Guidelines state that we will not contribute corporate funds to federal election candidates or political parties. In response to the Citizens United court decision, we updated our Guidelines in 2011 to state that we will not make independent political expenditures or fund electioneering communications, as those terms are defined by applicable law.
The Guidelines set forth our policy and process for formally approving and reviewing corporate political contributions. As part of this process, the Board of Directors’ Corporate Governance and Nominating Committee annually reviews an analysis of Intel’s corporate contributions during the preceding year to confirm that contributions are consistent with our corporate policies. A committee of Intel employees reviews all requests for contributions on behalf of IPAC against our public policy priorities. IPAC’s approach targets balanced support of Democratic and Republican Party candidates each year. Moreover, no corporate funds are contributed to IPAC other than for administrative expenses, and all employee participation in IPAC is voluntary.
In addition, Intel’s annual Corporate Responsibility Report, available through a link on our Investor Relations web site at www.intc.com and on our Corporate Responsibility web site at www.intel.com/go/responsibility, summarizes our positions on public policy issues that are important to our business. The report links to detailed reports covering Intel’s and IPAC’s political contributions for the previous year sorted by recipient.
In order to address the issue of indirect political spending, the Corporate Responsibility Report and supporting documents report on our approach to the issue of trade association alignment, include disclosure on Intel’s payments to industry and trade organizations, and provide a breakdown of the amount of dues payments to our top associations that are applied toward political activities. We also file quarterly reports detailing our lobbying activities with the Secretary of the U.S. Senate and the Clerk of the U.S. House of Representatives, available on the Senate and House Lobbying Disclosure Act web sites.
Our existing disclosures demonstrate that the amount of contributions by the company and IPAC for political and office-holder support is relatively modest. Given the modest amounts that we contribute for political purposes and the wide range of public policy issues addressed in a given year by candidates and trade associations, we believe that it is best to focus our expenditures on candidates and organizations that can best support our public policy priorities as outlined on both our Corporate Responsibility and Public Policy (www.intel.com/content/www/us/en/company-overview/public-policy.html) web sites, including those that enable us to continue on our path of innovation. We do so recognizing that we may not be aligned 100% with every position supported by those candidates or organizations on all policy matters. Likewise, given how issues and positions can develop and shift rapidly during a year, we believe that it is important to maintain the flexibility to analyze and respond to issues throughout the year so that we can make decisions that are in the best interests of the company and our stockholders. We do not believe that it is practical or realistic to attempt to identify in advance all contributions for the coming year or to ask stockholders to attempt to evaluate all of those contributions through a stockholder vote.
In short, while we agree with the proponent on the importance of oversight and disclosure around corporate political activity, we believe that implementing an annual stockholder advisory vote on our political activity policies and future plans is not the best way to address this issue, would not provide our stockholders with any more meaningful information than is already provided, and could restrict our ability to operate in the best interests of the company and its stockholders. We believe that the steps Intel has already taken–establishing comprehensive policies with Board oversight and robust review processes, and providing detailed disclosure–are the most practical and effective approach to addressing this issue.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends that you vote “AGAINST” this proposal for Intel to adopt certain political contribution policies.
Proposal 7: Stockholder Proposal Requesting that Votes Counted on Stockholder Proposals Exclude Abstentions
The following stockholder proposal will be voted on at the 2017 Annual Stockholders’ Meeting if properly presented by or on behalf of the stockholder proponent.
Stockholders Eric Rehm and Mary Geary have appointed Investor Voice, SPC, 111 Queen Anne Ave. N, Suite 500, Seattle, WA 98109, as their representative for this proposal. Stockholders Eric Rehm and Mary Geary are the owners of 100 shares of Intel common stock and propose the following resolution:
RESOLVED: Intel Corporation (“Intel”) shareholders ask the Board to take or initiate steps to amend Company governing documents to provide that all non-binding matters presented by shareholders shall be decided by a simple majority of the votes cast FOR and AGAINST an item. This policy would apply to all such matters unless shareholders have approved higher thresholds, or applicable laws or stock exchange regulations dictate otherwise.
This proposal seeks greater transparency, clarity, and understanding around how informed stockholders vote on shareholder proposals.
A democratic “simple majority” formula includes votes cast FOR and AGAINST, but not abstentions. It provides the most clear and accurate picture of the intent of shareowners who are both informed and decided, while not including in the formula the votes of abstaining voters who, by definition, have chosen not to express an opinion.
- 61% of Intel’s self-identified peers employ a “simple majority” standard
When abstaining voters choose to not express an opinion and mark ABSTAIN (whether they are confused, disinterested, agnostic, or lack time to become fully informed), it is apparent that their votes should be regarded as neither FOR nor AGAINST an item. Counter to this, Intel unilaterally counts ABSTAIN votes as if AGAINST every shareholder sponsored item. ‘Notice’ of this policy choice is buried on page 77 of the 81-page 2016 proxy.
- Is it reasonable for Intel to assert it knows the will of undecided voters (and to artificially construe abstentions in favor of management)?
Intel has implied it must follow the Delaware “default standard” when in fact Intel has a choice, and this nominal ‘standard’ is what Delaware assigns to companies that do not choose “simple majority” voting.
Research has demonstrated that the so-called “default standard” disadvantages shareholders of American companies [http://www.investorvoice.net/wp-content/uploads/2015/07/Vote-Counting_Article_Corporate-Secretarymagazine_ 2015-0318.pdf].
- By depressing the appearance of support for shareholder concerns.
The math is simple: When abstaining shareholders elect to not express an opinion, but then are treated as if having voted AGAINST a proposal, management benefits. This is because shareholder proposals normally appear in proxies only when management disagrees with the proposal or would rather avoid the subject.
- By subverting vote outcomes.
Historically, these practices have allowed management teams to describe numerous true majority votes on shareholder items as, instead, having ‘failed’.
- By distorting communications.
Annual meeting votes offer the sole opportunity for most shareholders to communicate with Boards. Counting abstentions as de facto votes AGAINST shareholder proposals, management distorts how outcomes are reported and how the public perceives support for shareholder concerns.
In contrast, Intel’s Director Election (where management benefits from the appearance of strong support), does not count abstentions. Thus, management items and shareholder items do not receive equal treatment; though the Company has complete discretion to cure such inconsistencies.
To avert discrepancies like this, the Council of Institutional Investors states: “…abstentions should be counted only for purposes of a quorum.”
THEREFORE: Support accuracy, fairness, and good governance at Intel by voting FOR simple majority vote-counting on shareholder sponsored items.
BOARD OF DIRECTORS’ RESPONSE
The Board recommends a vote against this proposal because the Board views the change that the proposal requests as unnecessary and contrary to the best interests of our stockholders. The vote counting standard Intel currently applies to both company and stockholder proposals, other than the election of directors or as required by law, gives effect to stockholders’ affirmative action to abstain on a specific matter, and is the standard applied by most large public companies incorporated in the State of Delaware.
We have studied this proposal, compared our vote counting standard to that of our peers and discussed the proposal with stockholders. Intel has implemented many corporate governance practices that it believes more effectively empower all stockholders. In contrast, based on our research and stockholder outreach to date, the implementation of this proposal would not affect or advance our corporate governance practices.
Intel is a Delaware corporation, and our existing vote counting standard is the basic standard provided for under Delaware law. Under that standard, when a stockholder determines to vote “Abstain,” that vote is not ignored–as would occur under this proposal–but instead is given effect by being counted in the denominator for purposes of determining whether a proposal has been approved. Counting abstentions in this manner is a common practice among Delaware corporations.
We have raised this topic in our stockholder outreach meetings with institutional investors and the most common comment we received was that “Abstain” votes are often done purposely and so are useful. This same view was specifically noted in a 2013 CalPERS/GMI study entitled “Vote Calculation Methodologies,” which states, “Indeed, we are aware that some institutional investors abstain on stockholder proposals when they wish to convey support for the general subject matter, but have reservations about the specific action requested.” We also evaluated this topic and have not found any indication that the vote counting standard requested in this proposal is viewed as a corporate governance “best practice” or otherwise as an emerging trend.
We apply the same vote counting standard for proposals submitted by the Board as for proposals submitted by stockholders. We also apply the same vote counting standard regardless of whether the Board has recommended that our stockholders vote “For” or “Against” a proposal. The only exceptions to this vote counting standard arise in the context of director elections (where there was broad support among our stockholders for the standard we adopted) and when required by law. Thus, under our Bylaws, the same voting standard applies when stockholders vote on a proposal submitted by a stockholder as applies when stockholders vote on the company’s advisory “say on pay” proposal to approve our executive compensation and the company’s proposal to ratify the selection of our independent registered public accounting firm. Because our vote counting standard applies to management proposals that are voted on every year (including the advisory vote to approve our executive compensation and the vote to ratify our selection of auditors), we disagree with the proponent’s suggestion that our standard seeks to unfairly depress, subvert or distort voting results.
We believe that a proposal should receive more “For” votes than the combination of “Against” and “Abstain” votes in order to constitute approval by our stockholders. Regardless of whether a proposal is company-sponsored or stockholder-sponsored, we think that a proposal’s proponent must persuade a majority of the voting power represented at a stockholders’ meeting to affirmatively approve a proposal. While an abstention does not represent an affirmative approval of a proposal, it nevertheless represents an affirmative action by a stockholder to vote its shares in some way and is very different from an investor determining not to vote on a particular ballot item. For example, the CalPERS/GMI Ratings report says “An abstained vote, or abstention, is a vote that is not cast either for or against an issue, but is still ‘cast.’” Elsewhere, that report acknowledges that “abstentions are an explicit instruction from the shareowner.” Our current vote counting standard takes into account all the choices made by stockholders by giving effect to a stockholder’s decision to abstain and ensures that for a proposal to pass–regardless of whether proposed by us or by a stockholder–that proposal must be endorsed by a majority of the voting power represented at a stockholders’ meeting and voting in order to pass.
Finally, we do not believe that the proposal’s requested change is necessary at Intel. We have not had a particularly close vote on any ballot measure in the past, and our back-testing of vote results shows that the treatment of Abstention votes would not have changed the outcome of any proposals that our stockholders voted on in recent years. Moreover, we pride ourselves for evaluating and, when appropriate, embracing emerging corporate governance standards. Whenever any proposal receives a high degree of stockholder support or stockholder opposition, even if not enough to determine the voting result, we evaluate the issue and engage further with our stockholders to discuss the matter. Thus, as to Intel, we presently see this proposal as “a solution in search of a problem.”
Intel is committed to good corporate governance practices. In addition to employing a majority voting standard in uncontested director elections, Intel has no supermajority voting provisions in its governing documents, provides for the annual election of all directors, was one of the first large public companies to provide stockholders the opportunity to vote on an advisory basis to approve our executive compensation and now provides that voting opportunity on an annual basis. We believe that our corporate governance practices, including our existing vote counting standards, empower and appropriately recognize all stockholders. In contrast, we believe the alternative vote counting standard requested in this proposal does not advance our corporate governance practices.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends that you vote “AGAINST” this proposal for Intel to adopt an alternative vote counting standard for all non-binding matters submitted by stockholders.