Independent
Tenure on this board
0.6 yrs
Also a director at
Intuitive Surgical Inc (ISRG)Astera Labs Inc (ALAB)
11 nominees · 8 ballot items.
Election of 11 Directors; Ratification of Ernst & Young LLP as independent auditor; Advisory approval of executive compensation (Say-on-Pay); Approval of amendment and restatement of the 2006 Equity Incentive Plan (add shares, extend term); Approval of amendment and restatement of the 2006 Employee Stock Purchase Plan (add shares, extend term); Stockholder proposals requesting reports on China exposure and human rights due diligence, and a proposal to adopt enduring policy separating Chair and CEO (Board recommends against Proposals 6–8).
Election of 11 current director nominees to serve until the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Intel’s independent registered public accounting firm for fiscal year 2026.
Advisory, non-binding proposal to approve the compensation of Intel’s named executive officers as disclosed in the proxy statement.
The advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the 2025 executive compensation disclosed in the proxy statement. Management explains the design and objectives of its compensation programs, including a strong emphasis on at‑risk, performance-based pay, long-term PSUs tied to three-year TSR and other metrics, and a new CEO compensation package heavily weighted to equity to align incentives. Management sought and received stockholder engagement and used feedback to set program features; the Compensation Committee believes pay outcomes reflect performance and plans to assess voting results and engage with stockholders. The Board recommends a ‘‘FOR’’ vote, arguing the programs align management interests with stockholders, promote retention and pay-for-performance, and incorporate safeguards like clawbacks and ownership guidelines.
Approve adding 150 million shares to the 2006 Equity Incentive Plan and extend its term to June 30, 2030.
Management seeks shareholder approval to amend and restate the 2006 Equity Incentive Plan by adding 150 million shares (~3.0% of outstanding shares as of March 1, 2026) and extending its expiration to June 30, 2030. The proposal is presented as necessary to maintain Intel’s ability to grant RSUs, PSUs and options broadly across the workforce to attract and retain employees and directors; management frames the request with metrics showing historical gross/net burn rates and overhang, and governance safeguards such as no liberal recycling, no evergreen, individual award limits, independent administration, and clawback provisions. If not approved, the plan would terminate on July 30, 2027 and management warns of operational difficulties and the need to increase cash compensation in lieu of equity, which it argues would be costlier and misaligned with shareholder interests. The Board recommends a FOR vote, emphasizing alignment to stockholders and prudent share usage oversight.
Approve adding 133 million shares to the ESPP and extend its term to August 31, 2031 to continue broad employee participation.
Management requests approval to increase the ESPP share reserve by 133 million shares (~2.65% of outstanding shares) and extend the plan to Aug 31, 2031. The company argues the ESPP promotes employee ownership and retention, competes for talent, and historically had high participation (≈74.2% of eligible employees) and modest dilution (≈0.7% in 2025). If unapproved, the plan would expire Aug 31, 2026 and employee purchasing would be curtailed. The Board recommends FOR, citing employee participation, market practice, and program benefits.
Stockholder proposal asking the Board to commission and publish a report assessing Intel’s business dealings in China and risks to revenue from China exposure, excluding proprietary information.
Stockholder proposal requesting an independent review and report evaluating the effectiveness of Intel’s human rights due diligence in conflict-affected and high-risk areas (CAHRAs), including Israel/OPT, Xinjiang, and DRC.
Stockholder proposal requesting an enduring policy and governing document amendments to ensure the CEO and Board Chair roles are held by separate people, with the Chair being an independent director.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.61% | 282,011,285 | $12.4B |
| 2 | NVIDIA CORP | 4.27% | 214,776,632 | $9.5B |
| 3 | STATE STREET CORP | 4.26% | 214,321,018 | $9.5B |
| 4 | BlackRock, Inc. | 3.41% | 171,427,865 | $7.6B |
| 5 | BlackRock, Inc. | 1.94% | 97,362,588 | $4.3B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.88% | 94,565,382 | $4.2B |
| 7 | SOFTBANK GROUP CORP. | 1.73% | 86,956,522 | $3.8B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.70% | 85,427,273 | $3.8B |
| 9 | Capital World Investors | 1.59% | 79,877,133 | $3.5B |
| 10 | Capital Research Global Investors | 1.54% | 77,301,863 | $3.4B |
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