INTEL CORPORATION CORP (INTC)
Sector: Information Technology
2026 Annual Meeting Analysis
INTEL CORPORATION CORP · Meeting: May 13, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of 11 Directors
Dr. Barratt joined the board in November 2025, well within the 24-month new-director exemption from the TSR trigger, and brings deep semiconductor and networking expertise relevant to Intel's turnaround strategy.
The 3-year TSR underperformance gap versus the company-disclosed peer group median is -48.3 percentage points, which does not exceed the 65-percentage-point threshold required to trigger a vote against for a company with strong positive absolute TSR (above +20%), and Mr. Goetz brings relevant venture capital and cybersecurity board experience.
The TSR underperformance gap of -48.3 percentage points versus the peer group median does not meet the 65-percentage-point trigger threshold applicable given Intel's strong positive 3-year TSR, and Dr. Goldsmith brings strong engineering and technology expertise relevant to Intel's business.
The peer-group TSR gap does not trigger a vote against under the applicable threshold, and Ms. Henry brings meaningful software engineering, data center, and AI experience relevant to Intel's strategic priorities.
Mr. Meurice joined the board in 2024, and the TSR underperformance gap versus peers does not meet the 65-percentage-point trigger threshold; his leadership at ASML provides directly relevant semiconductor manufacturing expertise.
The peer-group TSR gap of -48.3 percentage points does not exceed the 65-percentage-point trigger threshold, and Ms. Novick brings deep investor relations and governance expertise valuable during Intel's transformation.
Mr. Sanghi joined the board in December 2024, well within the 24-month new-director exemption from the TSR trigger, and brings 30 years of CEO experience at a leading semiconductor company.
The TSR underperformance gap does not meet the 65-percentage-point trigger threshold applicable at Intel's absolute TSR level, and Mr. Smith brings strong financial, operational, and audit committee expertise as a designated financial expert.
Mr. Smith joined the board in 2024, and the TSR gap does not trigger a vote against under the applicable threshold; his nearly 30 years at Intel including as CFO and Group President provides unique institutional and operational knowledge.
Mr. Tan became CEO and rejoined the board in March 2025, well within the 24-month new-director exemption from the TSR trigger, and his deep semiconductor expertise and clear strategic mandate support a FOR vote.
The peer-group TSR underperformance gap of -48.3 percentage points does not reach the 65-percentage-point threshold required to trigger a vote against at Intel's absolute TSR level, and Mr. Weisler brings relevant technology industry operating experience as former CEO of HP.
All 11 director nominees receive a FOR vote. Intel's 3-year stock return was positive at +63.8%, placing it in the 'strong positive' TSR tier under the policy, which requires a gap of at least 65 percentage points below the peer group median before triggering a vote against — the actual gap of -48.3 percentage points falls short of that threshold. Several newer directors (Barratt, Sanghi, Tan, S. Smith, Meurice) also benefit from the 24-month new-director exemption. No overboarding, attendance, independence, or qualification concerns were identified across the slate.
Say on Pay
✗ AGAINSTCEO
Lip-Bu Tan
Total Comp
$92,990,900
Prior Support
72%%
The CEO's reported total compensation for 2025 is approximately $93 million, which includes a single large new-hire equity package (covering multiple future years and reported all at once) on top of his ongoing annual compensation of $27 million. Even setting aside the one-time awards, the ongoing annual pay package alone is extremely large relative to the benchmark for a technology-sector CEO, and the combined reported figure of $93 million is well above what a typical CEO at a comparable company receives, triggering the policy's threshold of more than 20% above the CEO benchmark. The prior year's say-on-pay vote received 72% support — just above the 70% threshold that would automatically require a vote against — but the committee's response (maintaining broadly similar structure with only incremental refinements) does not represent a meaningful change sufficient to overcome the pay-level concern. While the pay program's structure is genuinely performance-oriented (nearly 99% of the CEO's 2025 pay is at risk, tied to TSR, stock price growth, and operational metrics), the absolute dollar magnitude of compensation is too high relative to independent benchmarks for a vote in favor.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
58 yrs
Audit Fees
$27,042,700
Non-Audit Fees
$457,000
Ernst & Young has audited Intel continuously since the company was incorporated in 1968 — a relationship of approximately 58 years — which far exceeds the 25-year tenure threshold that triggers a vote against under the policy. While the Audit Committee provides a thorough rationale for retaining EY (deep institutional knowledge, global footprint, recent lead-partner rotation in 2025, and competitive fees), the policy requires confirmed data showing tenure of 25 years or more to vote against, and that bar is clearly met here. The non-audit fee ratio is well within acceptable limits (non-audit fees of approximately $457,000 represent less than 2% of audit fees of $27 million), so only the tenure trigger applies.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 6
Requests a Report on Risk of China Exposure
The Heritage Foundation is a well-known conservative advocacy organization, and this proposal is being submitted through Bowyer Research Inc., which is associated with politically motivated corporate engagement campaigns. Under the policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of how the proposal is framed, because the underlying motivation is political advocacy rather than neutral fiduciary concern. Even setting aside the filer identity, Intel already provides extensive China-related risk disclosures in its annual 10-K filings, and the proposal's supporting statement makes clear its preferred outcome is a reduction or elimination of Intel's China business — a strategic operational decision that is not appropriate to mandate through a shareholder resolution.
Proposal 7
Requests a Report on Intel's Human Rights Due Diligence Process
This proposal is filed by an individual shareholder with no apparent institutional backing or track record as a governance activist, and there is no prior-year vote history to signal whether this represents a broad shareholder concern. Evaluating on the merits, Intel has a well-developed existing human rights due diligence program: it has conducted third-party Human Rights Impact Assessments since 2016, publishes a Human Rights Saliency Matrix, and discloses its processes through annual Corporate Responsibility Reports. The company's existing framework appears to address substantially what the proposal requests, and the board's opposition statement provides credible evidence that an additional commissioned report would not meaningfully add to available information. Without a prior-year vote showing significant shareholder support, and given the substantive existing disclosures, there is insufficient reason to override management's judgment here.
Proposal 8
Requests an Enduring Policy Separating the Chair and CEO Roles
John Chevedden is a well-known individual governance activist with a strong track record of submitting substantive governance proposals, so this proposal deserves serious evaluation on its merits. However, Intel already has an independent Board Chair (Frank Yeary, and Dr. Barratt is taking over as independent chair immediately after the 2026 annual meeting), and the company's Corporate Governance Guidelines already establish a general policy that the Chair and CEO roles should be separate — exactly what this proposal requests. The proposal asks for an 'enduring' policy that would remove the board's flexibility to temporarily combine the roles during leadership transitions, but Intel demonstrated during its 2024-2025 CEO transition that preserving such flexibility (with Mr. Yeary serving briefly as Interim Executive Chair while a Lead Independent Director was simultaneously appointed) actually served shareholder interests well. Because the core governance improvement the proposal seeks is already substantially in place, a FOR vote is not warranted.
Overall Assessment
Intel's 2026 annual meeting ballot presents a mixed picture: all 11 director nominees receive a FOR vote because the 3-year TSR underperformance gap versus the company's peer group (-48.3 percentage points) does not reach the 65-percentage-point threshold applicable at Intel's positive absolute TSR level, and several newer directors are exempt as recent appointees. The two most consequential votes are AGAINST — auditor EY due to its extraordinary 58-year tenure far exceeding the policy's 25-year limit, and the Say on Pay due to CEO compensation of approximately $93 million (driven largely by front-loaded new-hire awards) that substantially exceeds independent benchmarks, even accounting for the strong performance-orientation of the pay structure.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing