Intel Corporation · NASDAQ:INTC
Intel — Shareholder Meeting (May 2023)
17 slides from Intel's shareholder meeting presentation, May 2, 2023
Slide 1: 2023 Spring Stockholder Outreach
2023 Spring Stockholder Outreach May 2023
Slide 2: Executive Summary
Continued Board and Committee Refreshment Intel added two new independent directors in 2022 (six new directors total since 2020); new Board Chair; refreshed committee memberships We updated our Director Commitment policy for directors who are a sitting CEO or an executive officer of a public company
Slide 3: Intel's Diverse and Experienced Board of Directors Aligned with Strategy
Frank D. Yeary Independent Board Chair Principal, Darwin Capital Advisors Age: 59 Director Since: 2009 G; M* James J. Goetz Partner, Sequoia Capital Age: 57 Director Since: 2019 C; M Pat Gelsinger Chief Executive Officer Age: 62 Director Since: 2021 Omar Ishrak Former Executive Chairman and CEO, Med
Slide 4: Thoughtful Approach to Board Refreshment
2 new Corp. Gov. & Nom. Committee members in 2022 Thoughtful Approach to Board Refreshment Since our 2022 Annual Stockholders’ Meeting, our Board has continued to evolve to create the right group of directors aligned with the company’s strategy Lip-Bu Tan Director Director since September 2022 Membe
Slide 5: 2022 Stockholder Outreach Focused on Executive Compensation
2022 Stockholder Outreach Focused on Executive Compensation In 2022, Intel engaged with a significant number of our top investors, leading to productive conversations regarding our executive compensation programs and last year’s Say-on-Pay vote 2022 Stockholder Engagement(1) During 2022, including s
Slide 6: Changes to Executive Compensation in Response to Stockholder Feedback
Changes to Executive Compensation in Response to Stockholder Feedback In November 2022, the Compensation Committee announced the following enhancements to our programs CEO New-Hire Equity Awards Increased stock price hurdle from 30% to 50% of the baseline stock price over five years for Performance
Slide 7: 2022 Compensation Programs Overview
Our executive compensation programs are responsive to stockholder feedback, and recent performance-based pay outcomes demonstrate our continued commitment to pay for performance 2022 Compensation Programs Overview 2022 Compensation ProgramS Overview 2023 Compensation programs Pay Element Pay Element
Slide 8: Making Difficult Decisions to Support Our Business
Making Difficult Decisions to Support Our Business Intel recognizes we must make difficult decisions, including reducing the quarterly dividend, to further our efforts to reduce costs as we navigate macroeconomic headwinds and ensure that we continue to accelerate our transformation and achieve our
Slide 9: Requesting Additional Shares for the Equity Incentive Plan
Intel is requesting the addition of shares of our common stock to the EIP to enable appropriate implementation of our compensation programs for Intel employees in 2023 and 2024 No liberal share recycling No evergreen provision No automatic grants No tax gross-ups No discounted stock options or stock
Slide 10: Stockholder Proposals
Stockholder Proposals Stockholder proposal requesting an executive stock retention period policy and reporting The proposal is unnecessary as Intel already maintains robust stock ownership guidelines with multiples that are among the highest of our peers and anti-hedging policies for executive offic
Slide 11: We Request Your Support at the 2023 Annual Stockholders' Meeting
We Request Your Support at the 2023 Annual Stockholders’ Meeting Management Proposals 1 Election of the 12 director nominees �� FOR EACH DIRECTOR NOMINEE 2 Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 2023 �� FOR 3 Advisory vote to approve e
Slide 12: Appendix
APPENDIX
Slide 13: Our 2023 Strategy and Resulting Initiatives
Our 2023 Strategy and Resulting Initiatives Drive structuralIDM-2.0 advantage … With leadership products … Anchored on open and secure Platforms … Powered by sustainable manufacturingat Scale … Supercharged by our people and culture Strategic ambition ArtificialIntelligence Ubiquitous Compute Cloud
Slide 14: Long History of Leadership on ESG & Corporate Responsibility
Public reporting since 1994 Formal board oversight since 2003 Linking a portion of employee and executive pay to corporate responsibility factors since 2008 Corporate Responsibility Report includes independent limited assurance of selected data Global Human Rights Principles first published in 2009
Slide 15: Comprehensive ESG Strategy: RISE
Learn more about our goals and progress at intel.com/responsibility Responsible Lead in advancing safety, wellness, and responsible business practices across our global manufacturing operations, our value chain, and beyond Inclusive Advance diversity and inclusion across our global workforce and ind
Slide 16: ESG Progress Data and Notes
All data as of December 31, 2022 Indicates preliminary data; final information will be reported in our 2022-23 Corporate Responsibility Report, to be issued later in 2023 Pay equity is achieved by closing the gap in average pay between employees of different genders or race/ethnicity in the same or
Slide 17: Forward-Looking Statements
Statements in these materials that refer to forecasts, business outlooks and beliefs, strategic ambitions and resulting initiatives, future plans or expectations, including Intel’s transformation, growth, IDM 2.0, cost reductions and efficiency gains, talent, 2030 RISE and other strategies; any pay