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 innovation and financial discipline.

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

• Key milestones included progress on advanced manufacturing (Intel 18A, 14A), cost controls, and capital raises through asset sales and private placements.

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

Voting matters and shareholder proposals

• Stockholders are to vote on the election of 11 directors, ratification of EY as auditor, advisory say-on-pay, amendments to the equity incentive and ESPP plans, and three shareholder proposals.

• Board recommends FOR all management proposals and AGAINST shareholder proposals on China risk, human rights due diligence, and permanent separation of Chair/CEO roles.

Board of directors and corporate governance

• Board is highly independent (10 of 11 nominees), diverse, and regularly refreshed, with robust self-evaluation and skills assessment processes.

• Annual election by majority vote, proxy access, no poison pill, and one-share-one-vote structure.

• Board committees (Audit, Compensation, Governance) have clear charters and oversight responsibilities, including strategy, risk, human capital, and CSR.

• Board leadership structure separates Chair and CEO, with flexibility for interim arrangements.