The annual meeting will begin at approximately 8:30 a.m. Pacific Time, with log-in beginning at 8:15 a.m., on Thursday, May 16, 2019.

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The annual meeting will begin at approximately 8:30 a.m. Pacific Time, with log-in beginning at 8:15 a.m., on Thursday, May 14, 2020.

ASKING QUESTIONS   • •You may submit questions for the meeting in advance atwww.proxyvote.com.   • •You may submit live questions during the meeting athttps://intel.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/Intel20. IF YOU CANNOT ATTEND, FOLLOWING THE MEETING:   • •A replay of our annual meeting webcast will be available at our Investor Relations website at https://www.intel.com and remain for at least one year. •  A list of answers to investors’ questions received before and during the annual meeting will be available at the same website. Scan this code to your phone to receive all of the meeting details:   A list of answers to investors’ questions received before and during the annual meeting will be available at the same website. MANAGEMENT PROPOSALS    VOTING     RECOMMENDATION     OF THE BOARD 1.  Election of the 10nine directors named in this proxy statement    FOR EACH DIRECTOR NOMINEE 2.  Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 20192020    FOR 3.  Advisory vote to approve executive compensation of our listed officers    FOR 4.  Approval of amendment and restatement of the 2006 Equity IncentiveEmployee Stock Purchase Plan    FOR STOCKHOLDER PROPOSALS      5.  Stockholder proposal on whether to allow stockholders to act by written consent, if properly presented at the meeting    AGAINST 6.  Stockholder proposal requesting a report on the risks associated with emerging public policies addressing the genderglobal median gender/racial pay gap, if properly presented AGAINST 7.  Stockholder proposal requesting an annual advisory vote on political contributions, if properly presented at the meeting    AGAINST IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD MAY 16, 2019:14, 2020: THE NOTICE OF 20192020 ANNUAL STOCKHOLDERS’ MEETING AND PROXY STATEMENT AND THE 20182019 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE ATWWW.INTC.COM/ANNUALS.CFM  TABLE OF CONTENTS 4    Letter from Your Chairman          INDEX OF FREQUENTLY REQUESTED INFORMATION 8    Proxy Statement Highlights†           BOARD OF DIRECTORS MATTERS                   16    Proposal 1: Election of Directors          55      Auditor Fees 22    Director Skills, Experience, and Background          52      Beneficial Ownership Table 25    Board Diversity and Refreshment          25      Board Evaluations      CORPORATE GOVERNANCE MATTERS          26      Board Leadership 26    Board Leadership Structure          93      Burn Rate 32    Board Responsibilities and Committees          89      CEO Pay Ratio 36    Investor Engagement          61      CEO Transition 39    Our Capital†          77      Claw-Back Policies 46    Director Compensation          51      Code of Conduct 52    Security Ownership of Certain Beneficial Owners and Management          34      Compensation Consultant      AUDIT COMMITTEE MATTERS          31      Corp. Gov. Guidelines 54    Proposal 2: Ratification of Selection of Independent Auditor          38      Corporate Responsibility 56    Report of the Audit Committee          32      Director Attendance      LISTED OFFICER COMPENSATION MATTERS          29      Director Independence 58    Proposal 3: Advisory Vote to Approve Executive Compensation          17      Director Biographies 59    Compensation Discussion and Analysis          24      Director Skills Matrix 63    2018 Compensation of Our Listed Officers          25      Director Tenure 73    Intel’s Compensation Framework          60      Financial Performance 78    Report of the Compensation Committee          42      Human Capital 79    Summary Compensation Table          31      ISG Framework 82    Grants of Plan-Based Awards          26      Lead Director Duties 83    Stock Option Exercises and Stock Vested          59      Listed Officers for 2018 84    Outstanding Equity Awards          61      Pay-for-Performance 85    Pension Benefits          74      Peer Group 86    Non-Qualified Compensation          76      Perks 87    Other Potential Post-Employment Payments          67      Realizable Pay      ADDITIONAL COMPENSATION MATTERS          50      Related Party Transactions 89    CEO Pay Ratio          27      Risk Oversight 90    Proposal 4: Amendment and Restatement of the 2006 Equity Incentive Plan          77      Stock Ownership Guidelines      STOCKHOLDER PROPOSALS          12      Strategy Update 99    Proposal 5: Written Consent          32      Succession Planning 101    Proposal 6: Gender Pay Equality          77      Tax Deductibility 103    Proposal 7: Advisory Vote on Political Contributions                ADDITIONAL MEETING INFORMATION           106    Online Meeting           106    Meeting Admission           106    Vote Before or During the Meeting                OTHER MATTERS              †  Information in Proxy Statement Highlights—A Year in Review (page 10), Proxy Statement Highlights—Business Overview (page 11), and Our Capital (pages 39-45) is reproduced from our Annual Report on Form 10-K and speaks as of February 1, 2019, the date we filed our Form 10-K. 109    Section 16(a) Reporting Compliance      109    2020 Stockholder Proposals or Nominations      111    Communicating with Us      A-1    Appendix A: Non-GAAP Financial Measures      B-1    Appendix B: Amended and Restated 2006 Equity Incentive Plan                       6   2019 Intel Corporation Notice of 2020 Annual Stockholders’ Meeting  |  2020 PROXY STATEMENT      TABLE OF CONTENTS     3     LETTER FROM YOUR CHAIRMAN             6   NOTICE OF 2020 ANNUAL STOCKHOLDERS’ MEETING             8   PROXY STATEMENT HIGHLIGHTS†          INDEX OF FREQUENTLY REQUESTED INFORMATION     BOARD OF DIRECTORS MATTERS        16   PROPOSAL 1: ELECTION OF DIRECTORS        55    Auditor Fees   22   Director Skills, Experience, and Background        52    Beneficial Ownership Table   25   Board Diversity and Refreshment        26    Board Evaluations     CORPORATE GOVERNANCE MATTERS        27    Board Leadership   27   Board Leadership Structure        102    CEO Pay Ratio   33   Board Responsibilities and Committees        87    Clawback Policies   37   Investor Engagement        51    Code of Conduct   40   OUR CAPITAL†        35    Compensation Consultant   47   DIRECTOR COMPENSATION        32    Corp. Gov. Guidelines   52   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        39    Corporate Responsibility     AUDIT COMMITTEE MATTERS        60    Cultural Transformation   54   PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR        33    Director Attendance   56   REPORT OF THE AUDIT COMMITTEE        30    Director Independence     LISTED OFFICER COMPENSATION MATTERS        17    Director Biographies   58   PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION        24    Director Skills Matrix   59   COMPENSATION DISCUSSION AND ANALYSIS        25    Director Tenure   59   Executive Summary        66    Financial Performance   68   2019 Compensation of Our Listed Officers        43    Human Capital   83   Other Aspects of Our Executive Compensation Programs        38    Investor Responsiveness   88   REPORT OF THE COMPENSATION COMMITTEE        32    ISG Framework   89   EXECUTIVE COMPENSATION        60    Leadership Transformation   89   Summary Compensation Table        59    Listed Officers for 2019   93   Grants of Plan-Based Awards        73    Pay-for-Performance   95   Stock Option Exercises and Stock Vested        84    Peer Group   96   Outstanding Equity Awards        86    Perks   97   Pension Benefits        50    Related Party Transactions   98   Non-Qualified Deferred Compensation        28    Risk Oversight   100   Other Potential Post-Employment Payments        86    Stock Ownership Guidelines     ADDITIONAL COMPENSATION MATTERS        14    Strategy Update   102   CEO PAY RATIO        71    Strategic Growth Equity Awards   103   PROPOSAL 4: AMENDMENT AND RESTATEMENT OF THE 2006 EMPLOYEE STOCK PURCHASE PLAN        33    Succession Planning     STOCKHOLDER PROPOSALS        87      Tax Deductibility     108   Proposal 5: Written Consent             110   Proposal 6: Gender/Racial Pay Gap               ADDITIONAL MEETING INFORMATION             112   Online Meeting        †  Information in Proxy Statement Highlights— Introduction to Our Business (page 8), A Year in Review (page 12), Business Overview (page 13), Our Strategy (page 14), and Our Capital (pages 40-46) is reproduced from our 2019 Annual Report on Form 10-K and speaks as of January 24, 2020, the date we filed our Form 10-K.     112   Meeting Admission        112   Vote Before or During the Meeting          OTHER MATTERS        115   Delinquent Section 16(a) Reports        115   2021 Stockholder Proposals or Nominations        117   Communicating with Us        A-1   APPENDIX A: NON-GAAP FINANCIAL MEASURES        B-1   APPENDIX B: AMENDED AND RESTATED 2006 EMPLOYEE STOCK PURCHASE PLAN               2020 PROXY STATEMENT  |  Table of Contents    7    INTRODUCTION TO OUR BUSINESS WE ARE A WORLD LEADERWe are a world leader in the design and manufacturing of essential products and technologies that power the cloud and an increasingly smart, connected world. OUR VISION is if it is smart and connected, it is best with Intel. OUR COMMITMENTOur purpose we create world-changing technology that enriches the lives of every person on earth. Our commitment to corporate responsibility and Sustainabilitysustainability leadership is deeply integrated throughout our business. WeIntel was founded in 1968 and our technology has been at the heart of computing breakthroughs ever since. More than 50 years later, we are a world leader in the design and manufacturing of essential technologies that power the cloud and an networking, data storage, and communications solutions to increasingly smart, connected world. We offer computing,Intel is transforming from a PC-centric company to a data-centric company, with workload-optimized solutions designed to help a broad set of customers spanning multiple industries. In1968, Intel was incorporated in California (reincorporated in Delaware in 1989), in what became known as Silicon Valley,process, move, and store ever-increasing amounts of data. This exponential growth of data is reshaping computing and expanding our opportunity. We are investing to lead data-driven technology has been at the heart of computing breakthroughs ever since. We're nowinflections that position us to play a bigger role in the midst of a corporate transformation as we grow beyond our traditional PC and server businesses into data-rich markets addressing the explosive demands to process, analyze, store, and transfer data. The transformation is well underway, with our data-centric businesses representing an increasing sharesuccess of our overall revenue.customers. These include: the rise of AI, the transformation of networks, the intelligent edge1 emerging with the Internet of Things, and autonomous driving. Intel's ambitions have never been greater: to create world-changing technology that enriches the lives of every person on earth. Our vision is to build a smart and connected world that runs on Intel(R) solutions. This vision is supported by our commitment to corporate responsibility our relentless pursuit of Moore's Law, and to creating an inclusive environment to support the talent of our amazing employees. Don'tpeople supports our ambitions and makes us stronger. When every employee has a voice and a sense of belonging, Intel can be encumbered by history. Go offmore innovative, agile, and do something wonderful. Bob Noyce, Intel Co-Founder Proxy Statement Highlights 2019 PROXY STATEMENTcompetitive. "We are at a key inflection point with the exponential growth of data creating massive demand for semiconductors. Cloud workloads are diversifying, networks are transforming, and more computing performance is moving to the edge. We have been on a multi-year journey to reposition the company's portfolio to take advantage of this industry catalyst. Today, we have the product and technology leadership that uniquely positions us to capitalize on these trends, and we are investing in the IP required to help our customers win the inflections of the future." -Bob Swan, Chief Executive Officer 1 Intel's definition is included in "Key Terms" within the Financial Statements and Supplemental Details in our Annual Report on Form 10-K.  OVERVIEW OF THE BOARD  OVERVIEW OF THE BOARD   For the 20192020 Annual Stockholders’ Meeting, our Board recommends the following 10nine director nominees listed below. Our Board considers numerous factors when assessing the qualifications for each Board nominee, such as alignment with the Company’s future strategic direction; independence; understanding of and experience in manufacturing, technology, finance, and marketing; senior leadership experience; international experience; mix of ages; and gender, racial, geographic and ethnic diversity. In this regard, our Board is committed to actively seeking women and minority director candidates for consideration.   Independent Directors, 8 of 10                                                                     ANEEL BHUSRI Age: 53Director Since: 2014 Committees: CGN*, EC* LEAD DIRECTOR REED E. HUNDT Age: 71Director Since: 2001 Committees: AC, CC, EC OMAR ISHRAK Age: 63Director Since: 2017 Committees: CC*, FC RISA LAVIZZO-MOUREY Age: 64Director Since: 2018 Committees: CGN                                                                     TSU-JAE KING LIU Age: 55Director Since: 2016 Committees: AC, FC GREGORY D. SMITH Age: 52Director Since: 2017 Committees: AC*, FC ANDREW WILSON Age: 44Director Since: 2017 Committees: CC, FC* FRANK D. YEARY Age: 55Director Since: 2009 Committees: AC, CGN* Non-Independent Directors, 2 of 10                                   “We celebrated our 50th anniversary with record financial results and achievement of our diversity and inclusion milestones.” Non-Independent Directors Nominee, 1 of [9] Independent Directors, [8] of [9] ROBERT ("bob") H. SWAN Age: 59 Director Since: 2019 Committees: EC CEO OMAR ISHRAK Age: 64 Director Since: 2017 Committees: CC, CGN*, EC* INDEPENDENT CHAIRMAN 33% of director nominees are women JAMES J. GOETZ Age: 54 Director Since: 2019 Committees: ALYSSA HENRY Age: 49 Director Since: 2020 Committees: 33% of director nominees are ethnically diverse RISA LAVIZZO-MOUREY Age: 65 Director Since: 2018 Committees: CC, CGN TSU-JAE KING LIU Age: 56 Director Since: 2016 Committees: AC, FC* 3.0 YRS average tenure of director nominees GREGORY D. SMITH Age: 53 Director Since: 2017 Committees: AC*, FC ANDREW WILSON Age: 45 Director Since: 2017 Committees: CC*, FC FRANK D. YEARY Age: 56 Director Since: 2009 Committees: AC, CGN* AC  Audit Committee   CC  Compensation Committee   CGN  Corporate Governance & Nominating Committee   EC  Executive Committee FC  Finance Committee   *  Committee Chair/Co-Chair   —Andy D. Bryant, Chairman ROBERT (“BOB”) H. SWAN Age: 58Director Since: 2019 Committees: EC CEO ANDY D. BRYANT Age: 68Director Since: 2011 Committees: EC CHAIRMANEffective after the conclusion of Intel’s 2020 Annual Stockholders’ Meeting, provided he/she is re-elected to the Board by stockholders at the meeting.   AC  Audit Committee CC  Compensation Committee CGN  Corporate Governance & Nominating Committee EC  Executive Committee FC   Finance Committee *  Committee Chair/Co-Chair   5.1 YRS average tenure of director nominees 20% of director nominees are women 40% of director nominees are ethnically diverse     2019 PROXY STATEMENT       Proxy Statement Highlights 9  A YEAR IN REVIEW Five years ago, we set out a strategy to transform from aPC-centric to a data-centric company. Our 2018 results serve as a strong proof point that our strategy is working and our transformation is well underway. We achieved record revenue and earnings per share (EPS), driven by strong business performance, continued operating leverage, and a lower tax rate. Revenue from our data-centric businesses collectively increased by double digits. OurPC-centric business grew above our expectations and continued to be a source of profit, cash flow, scale, and intellectual property (IP). While we have had delays in implementing our 10 nanometer (nm) manufacturing process technology, we have continued to innovate in our 14nm products, introducing leadership products that deliver more value to our customers. We’ve expanded beyond PC and server businesses with significant growth in adjacent products, and gained share in an expanded $300 billion total addressable market (TAM)1. Our employees are executing to our strategy by developing compelling technology and delivering innovative products to our customers, enabling strong financial growth.     “The investments in technology and talent we have made in our transformation to a data-centric company position Intel to serve a broader set of customers in an expanded market for silicon.” — Bob Swan, Intel Chief Executive Officer                                     REVENUE     OPERATING INCOME     DILUTED EPS                                         $70.8B            $23.3B       $24.5B       $4.48       $4.58   GAAP     GAAP     non-GAAP2     GAAP     non-GAAP2 Revenue up $8.1B or 13% from 2017; data-centric up 18% andPC-centric up 9%     Operating income up $5.3B or 29% from 2017       Operating income up $4.9B or 25% from 2017       Diluted EPS up $2.49 or 126% from 2017     Diluted EPS up $1.11 or 32% from 2017 Strong growth with record revenue across the business.     Top-line growth and continued operating margin leverage while investing in key opportunities such as artificial intelligence (AI) and autonomous driving.       Demand for high-performance products, adjacency growth, disciplined spending focus, and lower tax rate from Tax Reform3.         GOAL     GOAL     GOAL Achieve at least low double-digit growth of data-centric businesses and limit PC-centric business decline to low single digits.       Grow non-GAAP operating income faster than revenue.     Grow non-GAAP diluted EPS faster than non-GAAP operating income. RESULT     ACHIEVED       RESULT     ACHIEVED       RESULT     ACHIEVED   Exceeded our goal on both fronts with 18% data-centric businesses growth and 9%PC-centric business growth. Total revenue was approximately $6.0 billion higher than our expectation at the beginning of 2018.     On anon-GAAP basis, operating income grew faster than revenue two years in a row. From 2017 to 2018,non-GAAP operating income grew 25%, compared to 13% revenue growth.     On anon-GAAP basis, diluted EPS grew faster than operating income two years in a row. From 2017 to 2018,non-GAAP diluted EPS grew 32%, compared to 25%non-GAAP operating income growth. PC-CENTRIC $B DATA-CENTRIC $B $26.5 $28.8$33.8$59.4 $62.8$70.82016 2017 2018$13.1$1GAAP $B NON-GAAP $B 8.1$16.7 $23.3$19.7$24.52016 2017 2018$2.12 $1.99$4.48GAAP NON-GAAP$2.72$3.46$4.582016 2017 2018$32.9 $34.0 $37.0 1 Source: Intel calculated 2022 TAM derived from industry analyst reports. 2 See“Non-GAAP Financial Measures” in Appendix A. 3 Tax Reform refers to the U.S. Tax Cuts and Jobs Act enacted in December 2017. 10   2020 PROXY STATEMENT  |  Proxy Statement Highlights     2019 PROXY STATEMENT      9   BUSINESS OVERVIEW BOARD RESPONSIVENESS TO INVESTORS IN 2019   DATA-CENTRIC BUSINESSES EXPAND WITH NEW OPPORTUNITIES Our data-centric businesses have grown significantly over the last two years. To extend the momentum of this growth, we continue to offer innovative new products that provide higher performance and better value for our customers. We expect that our leadership products such as the second generation Intel® Xeon® Scalable processors and Intel® Stratix®10 SX FPGA will further advance our opportunity in AI and help our customers process and analyze the flood of data implicit in big bets. PC-CENTRIC BUSINESS THRIVES Our focus on product segmentation, innovation, and performance in PCs continued. To extend product leadership and deliver more value to customers, we launched our 9th generation Intel® Core™ i9 processors, which target the growing gaming market segment.                                  Intel xeon platinum insideIntelaiIntel core i9 9th gen BIG BETS MAKE PROGRESS BOB SWAN OUR NEW CEO Memory autonomous 5g Our big bets are memory, autonomous driving, and 5G, and we have made progress on all fronts to expand and compete in the data-centric world. We are shipping Intel® Optane™ DC persistent memory for data centers. We also announced our first 5G new radio (NR) multi-mode modem for 2019 and our plan to commercialize Mobility-as-a-Service (MaaS) with autonomous vehicles through a joint venture starting 2019. On January 30, 2019, our Board of Directors appointed Bob Swan as our Chief Executive Officer, the seventh CEO in Intel’s 50-year history. Mr. Swan joined Intel as our Chief Financial Officer in October 2016. WE ARE PROUD OF OUR HERITAGEOur relationship with our stockholders is an important part of our company’s success and we have a long tradition of engaging with our stockholders and obtaining their perspectives. Following a disappointing “say on pay” vote in 2019, which received approximately 60% support, we undertook extensive engagement efforts to better understand the reasons for how our investors voted, as well as to obtain their views on other key corporate governance and disclosure matters, and to determine how best to respond.     Fifty years ago, Robert Noyce Who we met with 48.1% 38.9% 28.0% of shares contacted for engagement of shares engaged with overall of shares engaged by Chairman of the Board An integrated outreach team Corporate Legal + Executive Compensation + Corporate Responsibility + Investor Relations What we discussed Our business Our ESG practices >50 Leadership transition Strategy execution Cultural transformation Financial performance Strategic growth awards Board composition Risk oversight ESG disclosures separate investor meetings throughout the year How we responded Board Composition Added more disclosure on future director recruitment priorities See page XX Board Oversight Added more disclosure on board's oversight of cultural transformation See page XX ESG Disclosures Added more disclosure on how we integrate ESG goals into our pay programs See page XX Continuing to work to align disclosures with SASB/TCFD Strategic Growth Equity Awards Added more disclosure on rationale for awards See page XX Added that the Compensation Committee has no intention to grant additional one-time equity awards to any current executive officers Annual Bonus Plan Added more disclosure on business group operational See page XX Where to find more info See "Investor Engagement" on page XX and Gordon Moore founded Intel. In honor of our golden anniversary, we are embracing Noyce’s inspiring challenge, “Don’t be encumbered by history. Go off and do something wonderful.” We celebrated our heritage"Investor Engagement and the wonderful things we are doing to create a bright future for Intel and the world. Two years ahead of schedule, we announced that we have achieved our goal of a U.S. workforce that reflects the diversity of the available skilled labor market.2019 'Say on Pay' Vote" on page XX     * Environmental, Social, and Governance (ESG); Sustainability Accounting Standards Board (SASB); and Taskforce on Climate-Related Financial Disclosures (TCFD).     10   2019 Proxy Statement Highlights  |  2020 PROXY STATEMENT       Proxy Statement Highlights 11  OUR STRATEGY EXECUTIVE COMPENSATION SUMMARY   Intel’s executive compensation programs are designed to incentivize the implementation of our growth strategy. There are three key drivers of our executive compensation programs: a competitive pay positioning strategy, a heavy emphasis on incentive-driven pay, and goals that are appropriately aligned with our business strategy (in terms of both selection and attainability). Our executive compensation programs continue to be tied to the company’s financial performance, support our commitment to good compensation governance, and provide market-based opportunities to attract, retain, and motivate our executives in an intensely competitive market for qualified talent. LISTED OFFICER PAY OVERVIEW   PAY ELEMENT PURPOSE PERFORMANCE PERIOD PERFORMANCE METRICS BASE SALARY Designed to be market-competitive and attract and retain talent ANNUAL     — ANNUAL CASH BONUS Incentivize achievement of Intel’s short-term financial and operational objectives ANNUAL     •  Net income growth (25%) •  Relative net income growth vs. tech peers (25%) •  Operational goals (50%) QUARTERLY CASH BONUS Company-wide program that rewards quarterly profitability based on Intel’s net income relative to company compensation costs QUARTER     •  Company profitability RESTRICTED STOCK UNITS Facilitates stock ownership, executive retention, and stockholder alignment THREE YEARS     •  Stock price appreciation PERFORMANCE STOCK UNITS Designed to reward long-term profitability, long-term performance relative to peers, and alignment with stockholders THREE YEARS     •  Relative TSR vs. S&P 500 IT Index (50%) •  Cumulative EPS growth compared to a target (50%) LEADERSHIP TRANSFORMATION As described in last year’s proxy statement and discussed extensively with our stockholders both leading up to and following our 2019 Annual Stockholders’ Meeting, following a rigorous and extensive search both internally and externally and after strong performance as interim Chief Executive Officer (CEO), Mr. Swan was appointed our permanent CEO and a member of the Board of Directors in January 2019, with the mandate to carry forward our strategic transformation from a PC-centric to a data-centric company. Following Mr. Swan’s appointment as CEO, we have since appointed a new Chief Financial Officer and a new Chief People Officer, and promoted the head of our largest business group, Client Computing Group. The Board approved certain promotion- and new hire-related compensation arrangements to facilitate this significant and impactful change in the management team. The Board is confident that our management team is the right group to position the company for continued strong, sustainable growth through this critical time of change. To support successful leadership transitions in 2018 and 2019, the Compensation Committee designed compensation programs that incentivize our executives to deliver on the full potential of our ongoing transformation. For more information regarding our 2019 pay decisions, please see the “Compensation Discussion & Analysis” on page 59.   2020 PROXY STATEMENT  |  Proxy Statement Highlights 11  A YEAR IN REVIEW We are in the midst of one of the most significant transformations in our corporate history. Over the last five years, we’ve made key investments and decisions to enter data-rich markets and deploy our IP and manufacturing technologies to redefine and expand our target market. We have evolved from aPC-centric company with a server business,Our transformation to a data-centric company with an expanding portfolio of technology solutions that address customer needs across platform, storage, connectivity,continued in 2019, and software. This transformation is evidenced by our 2018we experienced strong demand and reached critical product milestones. We achieved record revenue of $72.0 billion, 48% of which roughly half was earned from our data-centric businesses,businesses. We invested $13.4 billion in R&D while reducing our spending to 27% of revenue. Additionally, we made capital investments of $16.2 billion, generated $33.1 billion cash from operations and $16.9 billion of free cash flow1, and returned $5.6 billion in dividends to stockholders. We continue to focus on improving supply and supporting our customers’ growth. We increased our wafer capacity during 2019; however, we did not see a commensurate increase in client CPU unit volume as wafer capacity was largely consumed by increases in modem and chipset volumes, and unit die sizes. Our 10nm manufacturing process entered full production as we launched our first products from this advanced technology. We are accelerating the expansionpace of process node introductions and moving back to a 2- to 2.5-year cadence. We are on track to deliver our first 7nm-based product, a discrete GPU, at the end of 2021. 5G continues to be a strategic priority, and our exit from the 5G smartphone modem business is enabling us to increase the focus of our TAM, which we last estimated at more than $300 billion1.5G efforts on the opportunity to modernize network and edge infrastructure.    Customer experiences cloud & data center accelerant customer expresses make the worlds best semiconductors lead the ai & autonomous revolution be the leading end to end platform provider “We achieved record revenue for the new data worldfourth consecutive year, exercised discipline to drive spending efficiencies, and returned capital to our stockholders. Our results reflect a relentless focuscommitment to improve execution that benefits our customers and increases shareholder value.” — GeorgeDavis, Chief Financial Officer                                                   REVENUE     OPERATING INCOME     DILUTED EPS     CASH FLOWS   ∎ PC-CENTRIC $B   ∎ DATA-CENTRIC $B       ∎ GAAP $B     ∎ NON-GAAP $B       ∎ GAAP     ∎ NON-GAAP       ∎ OPERATING CASH FLOW $B   ∎ FREE CASH FLOW1 $B                                                         $72.0B            $22.0B       $23.8B       $4.71       $4.87       $33.1B       $16.9B   GAAP     GAAP     non-GAAP1     GAAP     non-GAAP1     GAAP     non-GAAP1 Revenue up 2% from 2018; Data-centric up 3% and PC-centric flat     Operating income down $1.3B or 5% from 2018; 2019 operating margin at 31%       Operating income down $797M or 3% from 2018; 2019 operating margin at 33%       Diluted EPS up $0.23 or 5% from 2018     Diluted EPS up $0.29 or 6% from 2018     Operating cash flow up $3.7B or 13%; operating cash flow to net income at 157%     Free cash flow up $2.7B or 19%; free cash flow to non-GAAP net income at 78% High-performance product sales in the second half of 2019, partially offset by NAND pricing pressure and decrease in platform2 unit sales     Lower gross margin from decrease in NAND market pricing and lower platform unit sales, partially offset by platform ASP strength       Lower shares outstanding and platform ASP strength, partially offset by a decrease in platform unit sales and lower NAND market pricing     Working capital changes driven by tax and other assets and liabilities, partially offset by lower memory prepayments and inventory build             GOAL (2019 - 2021)     GOAL (2019 - 2021)     GOAL (2019 - 2021)     GOAL (2019 - 2021) Low single-digit growth over the next three years to $76B-$78B; data-centric businesses high single-digit growth and PC-centric business approximately flat to slightly down       Keep non-GAAP operating margin roughly flat at approximately 32% over the next three years     Grow non-GAAP diluted EPS in line with revenue over the next three years     Achieve free cash flow of approximately 80% of non-GAAP net income by 2021 Progress     Progress     Progress     Progress Revenue grew 2% from 2018 to 2019, to $72.0B     Non-GAAP operating margin was 33% in 2019     Non-GAAP diluted EPS grew 6% from 2018 to 2019; revenue grew 2% over the same period     Free cash flow was 78% of non-GAAP net income 1 See “Non-GAAP Financial Measures” in Appendix A. 2 See “Our Products” within MD&A in our 2019 Annual Report on operational excellence & efficiency continue to hire, develop, and retain the best, most diverse, and inclusive talent technologies connectivity thinks & devicesForm 10-K. 12 Proxy Statement Highlights  |  2020 PROXY STATEMENT    BUSINESS OVERVIEW DATA-CENTRIC BUSINESSES EXPAND WITH NEW OPPORTUNITIES Data-Centric Portfolio Launch We introduced a portfolio of data-centric solutions consisting of 2nd generation Intel® Xeon® Scalable processors, Intel® Optane™ DC memory and storage solutions, and software and platform technologies optimized to help our customers extract more value from their data. Our latest data center solutions target a wide range of use cases within cloud computing, network infrastructure, and intelligent edge applications, and support high-growth workloads, including AI and 5G. 10nm FPGAs Shipping We began shipping engineering samples of Intel® Agilex™ FPGAs to customers. The 10nm-based FPGAs are used by our customers to develop advanced solutions for networking, 5G, and accelerated data analytics. The Intel® Agilex™ FPGA family leverages heterogeneous 3D SiP technology to deliver higher performance or higher power efficiency. Habana Labs Acquisition We acquired Habana Labs Ltd., an Israel-based developer of programmable deep learning accelerators for the data center, for approximately $1.7 billion. Habana’s AI processors provide data scientists and developers with accelerator hardware that improves processing performance and reduces power consumption. Habana’s Gaudi* AI training processor is currently sampling with select hyperscale customers. Large-node training systems based on Gaudi* are expected to deliver up to four times increase in throughput versus systems built with the equivalent number of GPUs. The acquisition strengthens our AI portfolio and accelerates our efforts in the nascent, fast-growing AI silicon market. BIG BETS UPDATE We aim to be at the forefront of the constant technological change in our industry. We will evaluate new and existing big bets based on the following criteria: the “bet” is leading the edge of a technology inflection, it plays a significant role in our customers’ success, and it offers a clear path to profitability and attractive returns. Currently, our big bets are memory, autonomous driving, and 5G. We exited 5G smartphone modem business to increase the focus of our 5G efforts on the broader opportunity to modernize network and edge infrastructure. We continue to make progress in memory and autonomous driving. We launched Intel® Optane™ DC persistent memory for the data center and continue to take steps to improve NAND profitability. Mobileye’s EyeQ*5, the vision central computer performing sensor fusion for fully autonomous driving, is operational in Mobileye’s autonomous test vehicles. PC-CENTRIC BUSINESS INNOVATES 10nm-based 10th Generation Intel® Core™ Shipping We started shipping our 10nm-based 10th generation Intel® Core™ processors, previously referred to as Ice Lake. Our 10th generation Intel® Core™ processor silicon will enable the first wave of PCs with instructions for AI, includes an all-new CPU Core architecture and Gen 11 graphics engine, and is the first client CPU to integrate Wi-Fi 6 and Thunderbolt™ 3 connectivity modules. Project Athena Innovation Program Project Athena is a new multi-year innovation program to help the PC ecosystem create advanced laptops that meet ambitious key experience indicators in performance, responsiveness, battery life, form factor, and AI. The first laptops verified through the innovation program became available in 2019, identified by the visual marker “Engineered for Mobile Performance.” “While process and CPU leadership remain fundamentally important, an extraordinary rate of innovation is required across a combination of foundational building blocks, including architecture, memory, interconnect, security, and software, to take full advantage of the opportunities created by the explosion of data.” — Dr. Venkata(Murthy) M.Renduchintala,Group President ofthe Technology,SystemsArchitecture and Client Group and Chief Engineering Officer   2020 PROXY STATEMENT  |  Proxy Statement Highlights 13  OUR STRATEGY Data has become a driving force in society. Our customers are lookingasking for solutions that can process, analyze, store, and transfer data—turning itto turn data into actionable insights, amazing experiences, and competitive advantages. Theoperational efficiencies. Intel® architecture platform provides platforms provide the foundation for newthese solutions because we have developed a portfolio of data-centric technologies that take advantagespan the data center to the edge, enabling us to play a differentiated and growing role in the success of this growth of data.our customers. MAKE THE WORLD’S BEST SEMICONDUCTORS     Moore’s Law, a law of economics predicted by Intel’s co-founder Gordon Moore more than 50 years ago, continues to be a strategic priority and differentiator. We make significant investments and innovations in our silicon manufacturing technologies and platforms. Our proprietary technologies make it possible to integrate products and platforms that address evolving customer needs and expand the markets we serve. Our innovation strategy includes investments in advancedHowever, making the best semiconductors requires more than just the best manufacturing processes and packaging, architecture, interconnects, and embedded security features, as part of our efforts to be the leading end-to-end platform provider.process technologies. LEAD THE AI AND AUTONOMOUS REVOLUTIONTECHNOLOGY INFLECTIONS     WeOur strategic intent is to lead in key technology inflections that are positionedfundamentally changing computing and communications. The most important drivers of change we see today are AI, the transformation of networks spearheaded by the transition to be a driving force5G, and the rise of the AI and autonomous revolution. By striving to build the world’s best AI platform,intelligent edge. We see a future where Intel® technologies enable our strategy is to meet the needs of our most innovative customers to advancemove faster, store more, and accelerateprocess everything—from large complex applications in the AI industry’s open software stacks,cloud, to deliverautonomous cars and small low-power devices on the best AI products, and to seed and drive the AI ecosystem. Mobileye’s EyeQ* family of SoCs is already the automobile industry’s leading solution for advanced driver assistance systems, and Mobileye is building on that leadership.edge. BE THE LEADINGEND-TO-END PLATFORM PROVIDER FOR THE NEW DATA WORLD     GrowthCustomers look to Intel for our end-to-end capability to deliver solutions that enable customers to move faster, store more, and process everything. We continue to make investments in processing power and breakthroughsoptimizing our Intel® Xeon® processors in connectivity, storage,response to our customers’ need for high-performance computing. We continue to develop innovative memory and algorithms have ledstorage solutions, including Intel® QLC 3D NAND Technology and Intel® Optane™ memory, to a new eraprovide data center products that are optimized to deliver world-class performance and drive lower total cost of data-centric computing. We have an unparalleled product portfolio that spansownership for cloud workloads. Our advancements in FPGAs enable efficient management of the entire data-centric marketchanging demands of next-generation data centers and we are inventing new solutions inaccelerate the highest growth areas by investing across six engineering pillars: advanced manufacturing processes and packaging; new architectures to speed up specialized tasks like AI and graphics; super-fast memory; interconnects; embedded security features; and common software to unify and simplify programming for developers across our compute roadmap.performance of emerging applications. RELENTLESS FOCUS ON OPERATIONAL EXCELLENCE AND EFFICIENCY     Underlying our transformation to a data-centric company is a relentless focus on operational excellence and efficiency. This focus includes the elimination of lower growth investments and activities, and the simplification and automation of routine processes and activities. These efforts also extend to our product design processes, where we are striving to reduce the complexity of our designs to improve our efficiency and enhance quality. These improvements enable us to achieve scale in our core operations, providing a stable and cost-effective platform to support additional investments in the design, development, and delivery of new products. Operational excellence helps us fund the expansion of our TAM through big-bet investments such as memory, 5G technology, and autonomous driving. investments. CONTINUE TO HIRE, DEVELOP, AND RETAIN THE BEST, MOST DIVERSE AND INCLUSIVE TALENT     At the core of our organization are highly skilled, diverse, and talented people capable of accelerating as one team in everything we do. Our rich and powerful culture sets a solid foundation based upon 50 years of invention; product leadership; purposeful leadership in corporate governance practices; and partnership with suppliers, customers, regulators, and local communities in the development and deployment of sustainable business practices. We are proud of our past and inspired by how our employees who are rising to the challenge to transformevolve our methods, focus,culture. Inclusion is the foundation of this evolution and values in a way that helpsruns through each person achieve their personal best in delightingof our customers with compelling products, winning in dynamic and competitive markets, and making a positive impact on our communities.culture attributes. Our culture attributes reinforce:   1CUSTOMER OBSESSED: Our customer’s success is our success. We listen, learn, and anticipate our customers’ needs to deliver on their ambitions. Source: Intel calculated 2022 TAM derivedONE INTEL: We are stronger together and commit to team over individual success. FEARLESS: We are bold and innovative. We take risks, fail fast, and learn from industry analyst reports mistakes. TRUTH AND TRANSPARENCY: We are committed to being open and internal estimates. honest while bringing clarity to complex challenges. INCLUSION: We strive to build a culture of belonging and welcome differences, knowing it makes us better. QUALITY: Our goal is to deliver quality products and services that our customers and partners can always rely on.   12 Proxy Statement Highlights         2019 PROXY STATEMENT 14     Proxy Statement Highlights  |  2020 PROXY STATEMENT    OUR CAPITAL   In line with the International Integrated Reporting Framework’s six capitals concept, we have outlined how we deploy capital to execute our transformation strategy in ways that reflect our corporate values, delight our customers, and create value for our stockholders. Our six capitals are summarized here, with more detail in the “Corporate Governance; Our Capital” section of this proxy statement, and further description in our 2018In line with the International Integrated Reporting Framework’s six capitals concept, we have outlined how we deploy various forms of capital to execute our strategy in a way that seeks to reflect our corporate values, help our customers succeed, and create value for our stockholders. Our six capitals are summarized here, with more detail in the “Our Capital” section of this proxy statement, and further description on our 2019 Annual Report on Form 10-K.   Our commitment to corporate responsibility creates value for Intel and our stockholders by helping us mitigate risks, reduce costs, build brand value, and identify new market opportunities. We set ambitious goals for our company and make strategic investments to advance progress in the areas of environmental sustainability, supply chain responsibility, diversity and inclusion, and social impact that benefit the environment and society. We empower and invest in attracting and retaining talented employees who enable the development of solutions and enhance our intellectual and manufactured capital. Our effective utilization of natural resources and focus on corporate responsibility result in trusted relationships that support the growth of our business. Through these activities, we strive to develop the world’s best semiconductors, deliver great customer experiences, efficiently manage our supply chain, improve the communities in which we operate, and, ultimately, generate financial capital that is reinvested in our business and returned to stockholders. Natural financial intellectual manufactured human social and relationship capital inputs value creation       DRIVERSCAPITAL    STRATEGY    VALUE FINANCIAL   Cash flow and capital allocation strategy        Leverage financial capitalcash flow to invest in the business, acquireourselves and integrategrow our capabilities, supplement and strengthen our capabilities through acquisitions and strategic investments, and provide returns to stockholders in the forms of dividends and share repurchases.stockholders.        We strategically invest financial capital to create long-term value forand provide returns to our stockholders. Overstockholders in the last five years, we: - Generated $113 billion cash from operating activities; - Generated $59 billion in free cash flow1;form of dividends and - Returned $55 billion to stockholders. buybacks.   INTELLECTUAL     Research and development (R&D) and IP rights        Invest significantly in R&D and IP to ensure our process and product technologies compete successfully as we pursueare competitive in our strategy to makestrategic pursuit of making the world’s best semiconductors and realize newrealizing data-centric opportunities.        We develop IP for our platforms to enable next-generation products, create synergies across our businesses, provide a higher return as we expand into new markets, and establish and support our brands.   MANUFACTURING     Capital assets and strategic supply chain investments        Invest timely and at a level sufficient to meet customer demand for current technologies and prepare for future technologies.        Our world-wide manufacturing scope and scale enableenables innovations to provide our customers and consumers with a broad range of leading-edge products in high volume.products.   HUMAN     Employees and culture        Develop the talent needed to keep the companyremain at the forefront of innovation and create a diverse, inclusive, and safe workplace.        We attract and retain talented and engaged employees who can deliver their workplace best every dayenable the development of solutions and who createenhance the intellectual and manufacturing capital we rely oncritical to develop and advancehelping our technologies and manufacturing.customers win the technology inflections of the future.   SOCIAL AND RELATIONSHIP     Supply chain responsibility and positive social impact        Build trusted relationships for both Intel and our stakeholders, including employees, suppliers, customers, local communities, governments, suppliers, customers, and employees.governments.        We collaborate with stakeholders on programs to empower underserved communities through education and technology, and on initiatives to advance accountability and capabilities across our global supply chain, including advancingaccountability for the respect forof human rights.   NATURAL     Resource efficiency        Continually strive to reduce our environmental footprint through efficient and responsible use of natural resources and materials used to create our products.        Our proactive efforts help us mitigate climate and water risk,impacts, achieve efficiencies and lower costs, and position us to respond to the needs and expectations of our stakeholders.     VALUE WE CREATE Each of our six forms of capital plays a critical role in our long-term value creation. We consider numerous indicators in determining the success of our capital deployment in creating value. The graphic highlights the value created up to and in 2019. 1 See “Non-GAAP Financial Measures” in Appendix A.     2019 PROXY STATEMENT       Proxy Statement Highlights 13   INVESTOR ENGAGEMENT We have a robust investor engagement program. Our integrated outreach team, led by our Investor Relations group, Corporate Responsibility office, and the Corporate Secretary’s office, engages proactively with our stockholders, monitors developments in corporate governance and social responsibility, and, in consultation with our Board, thoughtfully adopts and applies developing practices in a manner that best supports our business and our culture. As discussed further under “Investor Engagement” on page 36, we actively engage with our stockholders in a number of forums on a year-round basis and integrate the information we learn through these activities into our governance calendar, as reflected below. SUMMER Review annual meeting results, determine any next step actions, and prioritize post-annual meeting investor engagement focus areas Hold post-annual meeting investor meetings and report to the Board and Corporate Governance and Nominating Committee FALL WINTER Incorporate input from investor meetings into annual meeting planning and enhance governance practices and disclosures when warranted Conduct pre-annual meeting investor meetings to answer questions and obtain investor feedback on proxy matters SPRING ANNUAL STOCKHOLDERS' MEETING INVESTOR ENGAGEMENT DIALOGUE Below is a summary of the feedback we received through our 2018 investor engagement program and how we responded. BOARD LEADERSHIP We heard that our current structure (separate chairman and CEO) works well We responded by maintaining our current structure through our recent leadership transition BOARD DIVERSITY We heard that our board diversity disclosures could be improved We responded by breaking out separately the board's gender and ethnic diversity in this proxy statement ESG DISCLOSURES We heard that our Environmental, Social, and Governance (ESG) disclosures are best-in-class but could be enhanced in key areas We responded by working to align human capital and climate risk disclosures with external reporting frameworks EXECUTIVE COMPENSATION We heard that our long-term financial performance should factor more significantly into payouts We responded by adding a three-year EPS performance metric to our performance-based restricted stock units EQUITY PLANS We heard that our equity plans should be approved on a less frequent basis We responded by moving from a biennial to a triennial approval cycle starting after this year SPECIAL MEETINGS We heard that our current threshold for calling a special We responded by lowering the stock ownership threshold from 25% to 15% meeting of stockholders may be too high 14 Proxy Statement Highlights         2019 PROXY STATEMENT   EXECUTIVE COMPENSATION HIGHLIGHTS PAY-FOR-PERFORMANCE COMMITMENT Intel has a long-standing commitment topay-for-performance. We compensate executive officers through arrangements that are designed to hold those officers accountable for business results and reward them for consistently strong corporate performance and creation of value for our stockholders. Our executive compensation programs are periodically reviewed and, when appropriate, adjusted to ensure that they continue to support Intel’s business goals and promote both current-year and long-term profitable growth of the company. There were no significant changes to the structure of our executive compensation programs for 2018. The majority of cash compensation for our executive officers, as a group, may be earned under our annual incentive cash plan with the annual payouts based on measures of relative financial performance, absolute financial performance, company performance relative to operational goals, and individual performance. Equity awards—consisting in 2018 of variable performance-based outperformance restricted stock units (OSUs) and restricted stock units (RSUs)—align compensation with the long-term interests of Intel’s stockholders by focusing our executive officers on both absolute and relative total stockholder return (TSR). For 2018, 80% of the annual equity award value granted to executive officers was comprised of OSUs. In setting executive officer compensation, the Compensation Committee considers various factors including the individual performance reviews of our executive officers, scope of the executive officer’s role and responsibilities, and the compensation levels in a “peer group.” For 2018, the peer group consisted of 15 technology companies and 10 other large companies. Total compensation for each executive officer varies with both individual performance and Intel’s performance in achieving financial andnon-financial objectives. Each executive officer’s compensation is designed to reward his or her contribution to Intel’s results. CEO TARGET PERFORMANCE AND INCENTIVE PAY MIX The following chart1 illustrates that approximately 93% of the 2018 total direct compensation granted by the Compensation Committee to our CEO Bob Swan in his position as interim CEO and Executive Vice President, Chief Financial Officer consisted of compensation elements that vary the level of payout based on company and individual performance, and therefore are considered “at risk.” 1  Does not include Mr. Swan’s (i) $1,000,000 third installment of his 2016 sign-on award, (ii) $1,500,000 cash bonus award for 2018 performance as interim CEO, (iii) “Change in Pension Value and Non-Qualified Deferred Compensation Earnings,” and (iv) “All Other Compensation” as reported in the Summary Compensation Table on page 79.       2020 PROXY STATEMENT  |  Proxy Statement Highlights   15 80% 93% at risk pay 7% 13% Equity awards base salary non-equity incentive compensation 2019 PROXY STATEMENT       Proxy Statement Highlights 15    PROXY STATEMENT     INTEL CORPORATION 2200 Mission College Blvd. Santa Clara, CA 95054-1549 Our Board of Directors solicits your proxy for the 20192020 Annual Stockholders’ Meeting (and any postponement or adjournment of the meeting) for the matters set forth in “Annual Meeting Proposals and Voting Recommendations.the “Notice of 2020 Annual Stockholders’ Meeting.” We made this proxy statement available to stockholders beginning on April 3, 2019.March 31, 2020.      PROPOSAL 1 ELECTION OF DIRECTORS Upon the recommendation of our Corporate Governance and Nominating Committee, our Board has nominated the 10nine individuals listed below to serve as directors. Our nominees include eight independent directors, as defined in the rules for companies traded on the Nasdaq Global Select Market* (Nasdaq), and twoone Intel officers:officer: Robert H. Swan, who became our Chief Executive Officer in January 2019. Omar Ishrak, previously the Board’s independent Lead Director, became the independent Chairman of the Board in January 2020. Each of our director nominees currently serves on the Board and was elected to a one-year term at the 2019 Annual Stockholders’ Meeting, except for James J. Goetz and Alyssa Henry, who were appointed to the Board in November 2019 and January 2020, respectively. Andy D. Bryant, who currently serves aspreviously Chairman of the Board and previously served as our Executive Vice President, and Chief Administrative Officer. Mr. Bryant became Chairman of the BoardReed E. Hundt are not standing for re-election at the 2012annual meeting. In addition, since the 2019 Annual Stockholders’ Meeting, and Aneel Bhusri became the independent Lead Director ofretired from the Board in May 2017.and similarly is not standing for re-election at the meeting. Each director’s term runs from the date of his or her election until our next annual stockholders’ meeting and until his or her successor (if any) is elected or appointed. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the individuals named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board, or the proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date. However, we have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. Our Bylaws require that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee). You can vote to “abstain,” but that vote will not have an effect in determining the election results. For more information, see “Additional Meeting Information,Information; Voting Before or During the Meeting” belowon page 112. Each of our director nominees currently serves on the Board. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Under our Amended and Restated Bylaws (Bylaws) and the Amended and Restated Board of Directors Guidelines on Significant Corporate Governance Issues (Corporate Governance Guidelines), each director submits an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not re-elect that director. In that situation, our Corporate Governance and Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action instead. Within 90 days from the date that the election results were certified, the Board would act on the Corporate Governance and Nominating Committee’s recommendation and publicly disclose its decision and the rationale behind it. For each of the nine director nominees standing for election, the following pages set forth certain biographical information, including a description of their principal occupation, business experience, and the primary qualifications, attributes and skills (represented by the icons below) that the Corporate Governance and Nominating Committee considered in recommending them as director nominees, as well as the Board committees on which each director nominee will serve as of the 2020 Annual Stockholders’ Meeting.     RECOMMENDATION OF THE BOARD The Board recommends that you vote “FOR” the election of each of the following nominees. Senior leadership experience global/international experience industry and it/technical experience financial experience human capital experience operating and manufacturing experience sales marketing and brand management experience emerging technologies and business models experience business development and m&a experience cybersecurity/information security government, legal, and regulatory public company board   16   Proposal 1: Election of Directors       2019|  2020 PROXY STATEMENT     ANEEL BHUSRI   LEAD DIRECTOR   AGE:JAMES J. GOETZ 53   AGE: 54DIRECTOR SINCE: 20142019  OTHER CURRENT PUBLIC BOARDS: Palo Alto Networks  COMMITTEES: Corporate Governance and Nominating*, Finance*   OTHER CURRENT PUBLIC BOARDS: Workday, Inc. COMMITTEES: Corporate Governance and Nominating(Co-Chair), Executive(Chair)SKILLS & EXPERTISE:                      EXPERIENCE James J. Goetz has served as a partner of Sequoia Capital, a venture capital firm, since June 2004. Prior to joining Sequoia, Mr. Goetz co-founded VitalSigns Software, a software design, development, and strategy company, where he assembled and led the team that pioneered end-user performance management. Prior to VitalSigns, he was Vice President of Network Management for Bay Networks. Mr. Goetz previously served on the boards of directors of Barracuda Networks Inc., a data security and storage company from 2009 to 2017; Nimble Storage Inc., a data storage company, from 2007 to 2017; Jive Software Inc., a provider of social business software, from 2007 to 2015; and Ruckus Wireless Inc., a manufacturer of wireless (Wi-Fi) networking equipment, from 2012 to 2015, among others. Mr. Goetz holds a bachelor of science degree in electrical engineering from the University of Cincinnati and a master of science degree in electrical engineering from Stanford University. Mr. Goetz currently serves on the boards of several privately held companies. Mr. Goetz also serves as a member of the board of directors of Palo Alto Networks Inc., a network security solution company, since April 2005. SKILLS & EXPERTISE Mr. Goetz brings to the Board senior leadership, industry and information technology (IT), emerging technologies, business development, and cybersecurityexperience from his experience as a partner of a venture capital firm, where he focuses on cloud, mobile, and enterprise technology investments, as well as providing guidance and counsel to a wide variety of internet and technology companies, and his prior work in networks, data security and storage, software, and manufacturing through various senior roles and other board experiences. Mr. Goetz’s experience with internet and technology companies brings depth to the Board in areas that are important to Intel’s business as it moves from a PC-centric to data-centric company.   Aneel Bhusri has been CEO at Workday, Inc., a provider of enterprise cloud applications for human resources and finance headquartered in Pleasanton, California, since May 2014. Mr. Bhusri has served as a director of Workday from 2005 to the present, as President from January 2007 to September 2009, as Co-CEO from September 2009 to May 2014, and as Chairman from January 2012 to May 2014. He was also a partner at Greylock Partners, a venture capital firm, from 1999 to 2015, and currently serves as an advisory partner. Before co-founding Workday in 2005, Mr. Bhusri worked for PeopleSoft from 1993 to 1999, holding a number of leadership positions, including Senior Vice President responsible for product strategy, business development, and marketing, and served as vice chairman of the board from 1999 to 2004. He served on the board of directors of Pure Storage, Inc. from 2010 to 2018. Mr. Bhusri received an MBA from Stanford University and holds bachelor’s degrees in electrical engineering and economics from Brown University. He is a Crown Fellow at the Aspen Institute. SKILLS & EXPERTISE Mr. Bhusri brings to the Board senior leadership, cloud computing expertise, human capital, and business development experience from his experience as CEO and chairman of an enterprise cloud applications company, his prior work in product, marketing, and business development of another human resources application company, and his role as partner of several venture capital firms. Mr. Bhusri’s more than 20 years of experience in enterprise software innovation and cloud computing brings depth to the Board in areas that are important to Intel’s business and in today’s connected world, including the identification and development of emerging technologies. ANDY D. BRYANT   CHAIRMAN AGE: 68 DIRECTOR SINCE: 2011 OTHER CURRENT PUBLIC BOARDS: Columbia Sportswear Company COMMITTEES: Executive      EXPERIENCEALYSSA HENRY   Andy D. Bryant has been Chairman of the Board of Directors of Intel since May 2012. Mr. Bryant served as Vice Chairman of the Board of Directors of Intel from July 2011 to May 2012. Mr. Bryant joined Intel in 1981, became Chief Financial Officer (CFO) in February 1994, and was promoted to Senior Vice President in January 1999. In December 1999, he was promoted to Executive Vice President and his role expanded to Chief Financial and Enterprise Services Officer. In October 2007, Mr. Bryant was named Chief Administrative Officer (CAO)AGE: 49  DIRECTOR SINCE: 2020 COMMITTEES: Audit*, a position he held until January 2012. In 2009, Mr. Bryant’s responsibilities expanded to include the Technology and Manufacturing Group. He served on the board of directors of McKesson Corporation from 2008 to 2018. Mr. Bryant currently serves on the board of directors of Columbia Sportswear Company.Compensation*   SKILLS & EXPERTISEEXPERTISE:                  EXPERIENCE Alyssa Henry has served as Seller Lead for Square, Inc., a provider of software, hardware and financial services for small businesses and individuals, since 2014. She oversees global engineering, product management, design, sales, marketing, partnerships and support for Square’s seller-facing software and financial services products. Prior to Square, she served in various positions with Amazon.com, Inc. from 2006 to 2014, including as Vice President of Amazon Web Services Storage Services, where she led services including Amazon S3, Amazon EBS and Amazon Lambda; and as Amazon’s director of software development for ordering, with responsibility for Amazon’s ordering workflow software and databases. Before Amazon, Ms. Henry spent 12 years at Microsoft Corporation working on databases and data access technologies in a variety of engineering, program management and product unit management roles. Ms. Henry started her career as a developer in the financial services industry. Ms. Henry holds a bachelor of science degree in applied science with a specialization in computing from the University of California, Los Angeles. She has served as a member of the board of directors of Unity Technologies, a privately held video game software development company, since December 2018. SKILLS & EXPERTISE Ms. Henry brings senior leadership, industry and IT, emerging technologies and business models, and information security expertise to the Board from her executive experience at a mobile payment process company, including overseeing its expansion into other technology services for small businesses, and by her leadership of the software development segment of a multinational technology company that focuses on e-commerce, cloud computing, digital streaming, and artificial intelligence. Ms. Henry’s more than 25 years of experience in software engineering and development of database and storage technologies is particularly useful to the Board as Intel moves from a PC-centric to data-centric company. * Mr. Bryant brings senior leadership, financial, strategic, and global expertise toEffective after the Board from his former service as CFO and CAOconclusion of Intel. Mr. Bryant has budgeting, accounting controls, and forecasting experience and expertise from his work in Intel Finance, as CFO and as CAO. In his role leading the Technology and Manufacturing Group, Mr. Bryant was responsible for manufacturing, human resources, information technology, and finance, and gained experience in emerging technologies and business models. Mr. Bryant has regularly attended Intel Board meetings for more than 18 years in his capacity as CFO and CAO, and has direct experience as a board member through his service on other public company boards. After evaluating the Board’s Corporate Governance Guidelines regarding retirement of corporate officers and our Bylaw provision limiting the tenure of our Board Chairman, the Board determined to waive those provisions and re-nominate Mr. Bryant because it believes that Mr. Bryant continues to be best positioned to support the independent directors through his service as a key member of the Board with strong leadership skills and financial experience. The Board believes that Mr. Bryant’s contributions since becoming Chairman in 2012 and his expertise and experience continue to provide important leadership continuity, particularly to help support our new CEO during a time of substantial business transformation. Mr. Bryant has informed the Board that, if he is re-elected to the Board at the 2019Intel’s 2020 Annual Stockholders’ Meeting, he would not expectprovided he/she is re-elected to stand for re-election again the Board by stockholders at the 2020 Annual Stockholders’ Meeting.meeting, Mr. Goetz will join the Corporate Governance and Nominating Committee and Finance Committee; Ms. Henry will join the Audit Committee and Compensation Committee; and Messrs. Smith and Wilson will join the Executive Committee.       2019   2020 PROXY STATEMENT   |  Proposal 1: Election of Directors 17 REED E. HUNDT AGE: 71 DIRECTOR SINCE: 2001 COMMITTEES: Audit, Compensation, Executive      EXPERIENCE Reed E. Hundt has been a Principal of REH Advisors, LLC, a strategic advice firm in Washington, D.C., since 2009; CEO of the Coalition for Green Capital, a non-profit organization based in Washington, D.C., that designs, develops, and implements green banks at the state, federal, and international level, since 2010; and CEO of Making Every Vote Count, a non-profit dedicated to electoral reform, since 2018. From 1998 to 2009, Mr. Hundt was an independent advisor to McKinsey & Company, Inc., a worldwide management consulting firm in Washington, D.C., and Principal of Charles Ross Partners, LLC, a private investor and advisory service in Washington, D.C. Mr. Hundt served as Chairman of the U.S. Federal Communications Commission (FCC) from 1993 to 1997. From 1982 to 1993, Mr. Hundt was a partner with Latham & Watkins LLP, an international law firm. Mr. Hundt currently provides advisory services to Covington & Burling LLP, an international law firm. SKILLS & EXPERTISE As an advisor to and an investor in telecommunications companies and other businesses on a worldwide basis, Mr. Hundt brings to the Boardsignificant global experience in communications technology and the telecommunications industry. Mr. Hundt also has significant government experience from his service as Chairman of the FCC, where he helped negotiate the World Trade Organization Telecommunications Agreement, which opened markets in 69 countries to competition and reduced barriers to international investment. Mr. Hundt’s legal experience enables him to provide perspective and oversight on legal and compliance matters, and his board service with numerous other companies, including Inteliquent, Inc., Ligado Networks LLC, SmartSky Networks, LLC, and The Climate Reality Project, where he is on the audit committee, provides cross-board experience and financial expertise. As Chairman and CEO of Making Every Vote Count, Mr. Hundt brings senior leadership experience to the Board. His work with a number of ventures involved in sustainable energy and the environment, including as founder and CEO of Coalition for Green Capital, an incubator of local clean energy finance organizations called green banks, provides him with a unique leadership perspective in developing new business models and overseeing Intel’s environmental and sustainability initiatives. OMAR ISHRAK AGE: 63 DIRECTOR SINCE: 2017 OTHER CURRENT PUBLIC BOARDS: Medtronic plc COMMITTEES: Compensation(Chair), Finance EXPERIENCE Dr. Omar Ishrak has been Chairman and CEO of Medtronic plc, a global medical technology company, since 2011. Prior to joining Medtronic, Dr. Ishrak served as President and CEO of GE Healthcare Systems, a comprehensive provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and CEO of GE Healthcare Clinical Systems from 2005 to 2008 and President and CEO of GE Healthcare Ultrasound. Dr. Ishrak is a member of the Board of Trustees of the Asia Society, a leading educational organization dedicated to promoting mutual understanding and strengthening partnerships among peoples, leaders, and institutions of Asia and the U.S. in a global context. Dr. Ishrak received his bachelor of science degree and PhD in Electrical Engineering from the University of London, King’s College. SKILLS & EXPERTISE Dr. Ishrak brings senior leadership, strategic, and global expertise to the Board from his current position as CEO and his long history of success as a global executive in the medical technology industry. From his role at Medtronic, Dr. Ishrak has extensive experience identifying and developing emerging technologies and has overseen a number of strategic acquisitions, enabling him to bring business development and mergers and acquisitions (M&A) experience to the Board. Dr. Ishrak also provides technical, human capital, and brand marketing expertise from his role as a leader of a global medical technology company. 18 Proposal 1: Election of Directors         2019 PROXY STATEMENT 17 RISA LAVIZZO-MOUREY AGE: 64 DIRECTOR SINCE: 2018 OTHER CURRENT PUBLIC BOARDS: General Electric Company and Hess Corporation COMMITTEES: Corporate Governance and Nominating        EXPERIENCEOMAR ISHRAK Independent Chairman AGE: 64  DIRECTOR SINCE: 2017  OTHER CURRENT PUBLIC BOARDS: Medtronic plc  COMMITTEES: Compensation, Corporate Governance and Nominating (Co-Chair), Executive (Chair) SKILLS & EXPERTISE:   Dr. Risa Lavizzo-Mourey has been the Robert Wood Johnson Foundation PIK Professor of Population Health and Health Equity at the University of Pennsylvania in Philadelphia, Pennsylvania, since 2018. Dr. Lavizzo-Mourey was President and Chief Executive Officer of the Robert Wood Johnson Foundation, the nation’s largest healthcare-focused philanthropic organization, based in Princeton, New Jersey, from 2003 to 2017, and Senior Vice President of that organization from 2001 to 2003. She previously held various appointments at the University of Pennsylvania Medical School, including Sylvan Eisman Professor of Medicine and Health Care Systems from 1995 to 2001, Director of the Institute on Aging from 1994 to 2002, and Chief of Geriatric Medicine from 1986 to 1992. Dr. Lavizzo-Mourey also held several government positions, including Deputy Administrator of the Agency for Health Care Research and Quality from 1992 to 1994, Co-Chair of the White House Health Care Reform Task Force from 1993 to 1994, and membership on a number of federal advisory committees. She received her MD from Harvard Medical School and MBA from the Wharton School of Business of the University of Pennsylvania. Dr. Lavizzo-Mourey serves on the board of directors                         EXPERIENCE Dr. Omar Ishrak has been Chairman and CEO of Medtronic plc, a global medical technology company, since 2011. Effective as of April 26, 2020, Dr. Ishrak will retire as CEO, become Executive Chairman, and continue to serve as Chairman of the Board of Medtronic. Prior to joining Medtronic, Dr. Ishrak served as President and CEO of GE Healthcare Systems, a comprehensive provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and CEO of GE Healthcare Clinical Systems from 2005 to 2008 and President and CEO of GE Healthcare Ultrasound and BMD from 1995 to 2004. Dr. Ishrak is a member of the Board of Trustees of the Asia Society, a leading educational organization dedicated to promoting mutual understanding and strengthening partnerships among peoples, leaders, and institutions of Asia and the United States (U.S.) in a global context. Dr. Ishrak received his bachelor of science degree and PhD in Electrical Engineering from the University of London, King’s College. SKILLS & EXPERTISE Dr. Ishrak brings senior leadership, operating and manufacturing, and international expertise to the Board from his position as Chairman and CEO of Medtronic and his long history of success as a global executive in the medical technology industry. From his role at Medtronic, Dr. Ishrak has extensive experience identifying and developing emerging technologies and has overseen a number of strategic acquisitions, enabling him to bring business development and mergers and acquisitions (M&A) experience to the Board. Dr. Ishrak held various product development and engineering positions at Philips Ultrasound. Dr. Ishrak also provides technical, human capital, and brand marketing expertise from his role as a leader of a global medical technology company. RISA LAVIZZO-MOUREY AGE: 65  DIRECTOR SINCE: 2018  OTHER CURRENT PUBLIC BOARDS: General Electric Company and Hess Corporation. She is also a member of the National Academy of Medicine, American Academy of ArtsCorporation‡  COMMITTEES: Compensation, Corporate Governance and Sciences, and The American Philosophical Society.Nominating   SKILLS & EXPERTISEEXPERTISE:   Dr. Lavizzo-Mourey brings senior leadership, strategy, and human capital and talent development expertise to the Board          EXPERIENCE Dr. Risa Lavizzo-Mourey has been the Robert Wood Johnson Foundation PIK Professor of Population Health and Health Equity at the University of Pennsylvania in Philadelphia, Pennsylvania, since 2018. Dr. Lavizzo-Mourey was President and CEO of the Robert Wood Johnson Foundation, the nation’s largest healthcare-focused philanthropic organization, based in Princeton, New Jersey, from 2003 to 2017, and Senior Vice President of that organization from 2001 to 2003. She previously held various appointments at the University of Pennsylvania Medical School, including Sylvan Eisman Professor of Medicine and Health Care Systems from 1995 to 2001, Director of the Institute on Aging from 1994 to 2002, and Chief of Geriatric Medicine from 1986 to 1992. Dr. Lavizzo-Mourey has also held several government positions, including Deputy Administrator of the Agency for Health Care Research and Quality from 1992 to 1994, Co-Chair of the White House Health Care Reform Task Force from 1993 to 1994, and member of a number of federal advisory committees. She received her MD from Harvard Medical School and MBA from the Wharton School of Business of the University of Pennsylvania. Dr. Lavizzo-Mourey serves on the board of directors of General Electric Company and Hess Corporation‡. She is also a member of the National Academy of Medicine, American Academy of Arts and Sciences, and The American Philosophical Society. SKILLS & EXPERTISE Dr. Lavizzo-Mourey brings senior leadership, strategy, and human capital and talent development expertise to the Boardfrom her leadership of the largest public health philanthropy in the U.S. for almost 15 years and, before that, serving for 15 years as a distinguished professor and administrator at the University of Pennsylvania. She also brings to the Board government experience from her various government appointments. Dr. Lavizzo-Mourey’s board service with other public companies also provides cross-board experience.   ‡ TSU-JAE KING LIU AGE: 55 DIRECTOR SINCE: 2016 COMMITTEES: Audit, Finance EXPERIENCE Dr. Tsu-Jae King Liu has served as Dean and Roy W. Carlson Professor of Engineering in the College of EngineeringLavizzo-Mourey will not be standing for re-election at the University of California, Berkeley (UC Berkeley) since 2018. She previously held a distinguished professorship endowed by Taiwan Semiconductor Manufacturing Company, Ltd. (TSMC) in the Department of Electrical Engineering and Computer Sciences at UC Berkeley from July 2014 to July 2018. Dr. Liu has also served as Vice Provost, Academic and Space Planning, and Senior International Officer at UC Berkeley from October 2016 to June 2018. Dr. Liu has over 20 years of experience in higher education in a range of faculty and administrative roles, including Associate Dean for Academic Planning and Development, College of Engineering in 2016, Chair of the Department of Electrical Engineering and Computer Sciences from July 2014 to June 2016, and Associate Dean for Research in the College of Engineering from 2008 to 2012. Her achievements in teaching and research have been recognized by a number of awards, most recently by her induction into the Silicon Valley Engineering Hall of Fame. Dr. Liu was Co-founder and President of Progressant Technologies, a start-up company that developed negative differential resistance transistor technology, from May 2000 to October 2004. She served on the board of the Center for Advancing Women in Technology from October 2014 to May 2016. Dr. Liu received her bachelor of science, master’s degree, and PhD in Electrical Engineering from Stanford University. SKILLS & EXPERTISE As a scholar and educator in the field of nanometer-scale logic and memory devices, including advanced materials, process technology, and devices for energy-efficient electronics, Dr. Liu brings to the Board industry and technical experience directly related to Intel’s semiconductor device research and development, and manufacturing. As a co-founder of Progressant Technologies, which was later acquired by Synopsys, Inc., and while serving on technical advisory boards for multiple start-up companies, Dr. Liu gained business development experience. Her inventions and contributions to the fin-shaped field-effect transistor design, dubbed “FinFET,” have given Dr. Liu extensive experience in emerging technologies. She also brings global and international experience to the Board with her work on establishing strategic international partnerships and agreements for UC Berkeley.Hess Corporation.     18   2019 PROXY STATEMENT     Proposal 1: Election of Directors  |  2020 PROXY STATEMENT     19 GREGORY D. SMITH     AGE:TSU-JAE KING LIU 52   AGE: 56DIRECTOR SINCE: 20172016 COMMITTEES: Audit, Finance (Chair)   COMMITTEES: Audit(Chair), FinanceSKILLS & EXPERTISE:                   EXPERIENCE Dr. Tsu-Jae King Liu has served as Dean and Roy W. Carlson Professor of Engineering in the College of Engineering at the University of California, Berkeley (UC Berkeley) since 2018. She previously held a distinguished professorship endowed by Taiwan Semiconductor Manufacturing Company, Ltd. (TSMC) in the Department of Electrical Engineering and Computer Sciences at UC Berkeley from July 2014 to July 2018. Dr. Liu has also served as Vice Provost, Academic and Space Planning, and Senior International Officer at UC Berkeley from October 2016 to June 2018. Dr. Liu has over 20 years of experience in higher education in a range of faculty and administrative roles, including Associate Dean for Academic Planning and Development, College of Engineering in 2016, Chair of the Department of Electrical Engineering and Computer Sciences from July 2014 to June 2016, and Associate Dean for Research in the College of Engineering from 2008 to 2012. Her achievements in teaching and research have been recognized by a number of awards, most recently by her induction into the Silicon Valley Engineering Hall of Fame. Dr. Liu was Co-founder and President of Progressant Technologies, a start-up company that developed negative differential resistance transistor technology, from May 2000 to October 2004. She served on the board of the Center for Advancing Women in Technology from October 2014 to May 2016. Dr. Liu received her bachelor of science, master’s degree, and PhD in Electrical Engineering from Stanford University. SKILLS & EXPERTISE As a scholar and educator in the field of nanometer-scale logic and memory devices, including advanced materials, process technology, and devices for energy-efficient electronics, Dr. Liu brings to the Board industry and technical experience directly related to Intel’s semiconductor device research and development, and manufacturing. As a Co-founder of Progressant Technologies, which was later acquired by Synopsys, Inc., and while serving on technical advisory boards for multiple start-up companies, Dr. Liu gained business development experience. Her inventions and contributions to the fin-shaped field-effect transistor design, dubbed “FinFET,” have given Dr. Liu extensive experience in emerging technologies. She also brings global and international experience to the Board with her work on establishing strategic international partnerships and agreements for UC Berkeley.   Gregory   2020 PROXY STATEMENT  |  Proposal 1: Election of Directors 19 GREGORY D. Smith has been CFO since 2012 and Executive Vice President, Enterprise Performance and Strategy since SMITH AGE: 53  DIRECTOR SINCE: 2017 at The Boeing Company (Boeing) COMMITTEES: Audit (Chair), the world’s largest aerospace company. In his roles at Boeing, Mr. Smith is responsible for the company’s overall financial and strategic management, including the company’s financial reporting, long-range business planning, and program management. Additionally, he oversees Business Operations, Controller, Corporate Development, Strategy, Treasury, and other corporate functions and enterprise projects with the overall goal of accelerating innovation and driving market-based affordability efforts across the company. He also leads Boeing Capital Corporation, the company’s global financing arm. Mr. Smith’s portfolio also includes executing the company’s three business unit strategy with the launch of Boeing Global Services in July 2017, the One Boeing integration of the company’s organizations and initiatives, and assisting the chairman and CEO in setting enterprise goals and developing the senior leadership team. Mr. Smith previously served at Boeing as CFO, Executive Vice President, Corporate Development and Strategy from February 2015 to June 2017; Executive Vice President, CFO from February 2012 to February 2015; Vice President of Finance, and Corporate Controller from February 2010 to February 2012; and Vice President of Financial Planning and Analysis from June 2008 to February 2010. Prior to that, he served for four years as Vice President of Global Investor Relations at Raytheon Company.Executive*   SKILLS & EXPERTISEEXPERTISE:   Mr. Smith brings to the Board senior leadership, financial, strategic, operational, human capital, and global expertisefrom his experience as Executive Vice President, Enterprise Performance and Strategy of the world’s largest aerospace company. He has experience with budgeting, accounting controls, internal audit, financial forecasting, strategic financial planning and analysis, capital commitment planning, competitive analysis and benchmarking, investor relations, and mergers and acquisitions from his work as Boeing’s CFO. Mr. Smith also brings substantial international and business development experience to the Board from his enterprise performance and strategy role at Boeing. Mr. Smith’s portfolio also includes Boeing HorizonX, the venture capital arm of Boeing that focuses on identifying start-ups developing emerging technologies and launching disruptive markets and businesses.                         EXPERIENCE Gregory D. Smith has been CFO since 2012 and Executive Vice President, Enterprise Performance and Strategy since 2017 at The Boeing Company (Boeing), the world’s largest aerospace company. In his roles at Boeing, Mr. Smith is responsible for the company’s overall financial and strategic management, including the company’s financial reporting, long-range business planning, and program management. Additionally, he oversees Business Operations, Controller, Corporate Development, Strategy, Treasury, and other corporate functions and enterprise projects with the overall goal of accelerating innovation and driving market-based affordability efforts across the company. He also leads Boeing Capital Corporation, the company’s global financing arm. Mr. Smith’s portfolio also includes executing the company’s three business unit strategy with the launch of Boeing Global Services in July 2017, the One Boeing integration of the company’s organizations and initiatives, and assisting the chairman and CEO in setting enterprise goals and developing the senior leadership team. Mr. Smith previously served at Boeing as CFO, Executive Vice President, Corporate Development and Strategy from February 2015 to June 2017; Executive Vice President, CFO from February 2012 to February 2015; Vice President of Finance and Corporate Controller from February 2010 to February 2012; and Vice President of Financial Planning and Analysis from June 2008 to February 2010. Prior to that, he served for four years as Vice President of Global Investor Relations at Raytheon Company. SKILLS & EXPERTISE Mr. Smith brings to the Board senior leadership, financial, strategic, operational, human capital, and global expertise from his experience as Executive Vice President, Enterprise Performance and Strategy of the world’s largest aerospace company. He has experience with budgeting, accounting controls, internal audit, financial forecasting, strategic financial planning and analysis, capital commitment planning, competitive analysis and benchmarking, investor relations, and M&A from his work as Boeing’s CFO. Mr. Smith also brings substantial international and business development experience to the Board from his enterprise performance and strategy role at Boeing. Mr. Smith’s portfolio also includes Boeing HorizonX, the venture capital arm of Boeing that identifies and invests in start-ups that are developing emerging technologies and businesses in markets such as cybersecurity, AI and machine learning, and autonomous systems among others. He has continuing experience in dealing with foreign governments, including on issues related to market access and the regulation of business and investment. Mr. Smith also brings operational experience to the Board, having held a number of leadership roles at Boeing in supply chain, factory operations, and program management.   ROBERT (“BOB”) H. SWAN   CEO AGE: 58 DIRECTOR SINCE: 2019 OTHER CURRENT PUBLIC BOARDS: eBay Inc. COMMITTEES: Executive      EXPERIENCEROBERT (“BOB”) H. SWAN CEO   Robert H. Swan has been a director and CEO of Intel since January 2019. Mr. Swan served as the interim CEO and Executive Vice President, CFO of Intel from June 2018 to January AGE: 59  DIRECTOR SINCE: 2019 and previously served as Executive Vice President, CFO since joining Intel in October 2016. In his capacity as CFO, he oversaw Intel’s global finance organization—including finance, accounting and reporting, tax, treasury, internal audit, and investor relations—IT, Intel Capital, and the Corporate Strategy Office. Prior to joining Intel, Mr. Swan served as an Operating Partner at General Atlantic LLC, a private equity firm, from September 2015 to September 2016. He served as Senior Vice President, Finance and CFO of eBay Inc., a multinational e-commerce company, from March 2006 to July 2015. Previously, Mr. Swan served as Executive Vice President, CFO of Electronic Data Systems Corporation, Executive Vice President, CFO of TRW Inc., as well as CFO, Chief Operating Officer, and CEO of Webvan Group, Inc. Mr. Swan began his career in 1985 at General Electric, serving for 15 years in numerous senior finance roles. Mr. Swan also serves as a member of the board of directors of   OTHER CURRENT PUBLIC BOARDS: eBay Inc. and previously served on the board of directors of Applied Materials, Inc. from 2009 to 2016.  COMMITTEES: Executive   SKILLS & EXPERTISEEXPERTISE:   As our CEO and former CFO, Mr. Swan brings significant senior leadership, global experience,                            EXPERIENCE Robert H. Swan has been a director and CEO of Intel since January 2019. Mr. Swan served as the interim CEO and Executive Vice President, CFO of Intel from June 2018 to January 2019, and previously served as Executive Vice President, CFO since joining Intel in October 2016. In his capacity as CFO, he oversaw Intel’s global finance organization—including finance, accounting and reporting, tax, treasury, internal audit, and investor relations—IT, Intel Capital, and the Corporate Strategy Office. Prior to joining Intel, Mr. Swan served as an Operating Partner at General Atlantic LLC, a private equity firm, from September 2015 to September 2016. He also served as Senior Vice President, Finance and CFO of eBay Inc., a multinational e-commerce company, from March 2006 to July 2015. Previously, Mr. Swan served as Executive Vice President, CFO of Electronic Data Systems Corporation, Executive Vice President, CFO of TRW Inc., and as CFO, Chief Operating Officer, and CEO of Webvan Group, Inc. Mr. Swan began his career in 1985 at General Electric (GE), serving for 15 years in numerous senior finance roles. Mr. Swan also serves as a member of the board of directors of eBay Inc. and previously served on the board of directors of Applied Materials, Inc. from 2009 to 2016, and AppDynamics from 2016 to 2017. SKILLS & EXPERTISE As our CEO and former CFO of Intel’s global finance organization, Mr. Swan brings significant senior leadership, global, industry, financial, and human capital, operating experience, business development and M&A experience to the Board. Mr. Swan has gained extensive financial, operating and manufacturing, emerging technologies, M&A, and information security experience from serving as CFO for several international companies with complex business environments, including the 15 years at GE and the nine years he spent at eBay where he oversaw the eBay-PayPal split. As CEO and former CFO of Intel, he has direct knowledge and experience in business development, strategy, and growth. Mr. Swan also brings human capital and technical experience from his various senior leadership roles and board directorships. * Effective after the conclusion of Intel’s 2020 Annual Stockholders’ Meeting, provided he/she is re-elected to the Board from his position as former CFO of Intel’s global finance organization. by stockholders at the meeting, Mr. Swan has gained extensive financialGoetz will join the Corporate Governance and mergersNominating Committee and acquisitions (M&A) experience from serving as CFO for several international companies with complex business environments, includingFinance Committee; Ms. Henry will join the nine years he spent at eBay where he oversawAudit Committee and Compensation Committee; and Messrs. Smith and Wilson will join the eBay-PayPal split. As CEO and former CFO of Intel, he has direct knowledge and experience in business development, strategy, and growth. Mr. Swan also brings human capital expertise from his various senior leadership roles where he worked to attract and retain top talent.Executive Committee.   20   Proposal 1: Election of Directors       2019|  2020 PROXY STATEMENT     ANDREW WILSON   AGE: 44 45DIRECTOR SINCE:2017 OTHER CURRENT PUBLIC BOARDS: Electronic Arts Inc.  COMMITTEES: Compensation (Chair), Finance, Executive*   COMMITTEES: Compensation, Finance (Chair)SKILLS & EXPERTISE:       EXPERIENCE                   Andrew Wilson is the CEO of Electronic Arts Inc. (EA), a global leader in digital interactive entertainment. He joined EA in May 2000. He has served as the CEO and a director of EA since September 2013. During his tenure as CEO, EA has launched groundbreaking new games and services, reached record player engagement levels across its global franchises, and transformed into one of the world’s leading digital entertainment companies. Prior to his appointment as CEO, Mr. Wilson held several leadership positions at EA, including Executive Vice President of EA SPORTS and Origin where he oversaw all aspects of the EA SPORTS business and development, as well as EA’s digital PC service from 2011 to 2013. Mr. Wilson serves as chairman of the board for the World Surf League. He is also a member of the United Nations HeForShe IMPACT 10x10x10, a group of 10 global CEOs, 10 heads of state and 10 university presidents committed to being change agents to advance gender equality. SKILLS & EXPERTISE Mr. Wilson brings senior leadership, international, human capital, and emerging technologies and business models experience to the Board from his position as CEO of a global digital entertainment company. In addition, Mr. Wilson’s 17-plus EXPERIENCE Andrew Wilson is the CEO of Electronic Arts Inc. (EA), a global leader in digital interactive entertainment. He joined EA in May 2000. He has served as the CEO and a director of EA since September 2013. During his tenure as CEO, EA has launched groundbreaking new games and services, reached record player engagement levels across its global franchises, and transformed into one of the world’s leading digital entertainment companies. Prior to his appointment as CEO, Mr. Wilson held several leadership positions at EA, including Executive Vice President of EA SPORTS and Origin where he oversaw all aspects of the EA SPORTS business and development, as well as EA’s digital PC service from 2011 to 2013. Mr. Wilson serves as chairman of the board for the World Surf League. He is also a member of the United Nations HeForShe IMPACT 10x10x10, a group of 10 global CEOs, 10 heads of state and 10 university presidents committed to being change agents to advance gender equality. SKILLS & EXPERTISE Mr. Wilson brings senior leadership, international, human capital, and emerging technologies and business models experience to the Board from his position as CEO and director of a global, digital entertainment company. In addition, Mr. Wilson’s 20 years of experience in a variety of leadership positions at EA provides the Board significant sales, marketing and brand management experience, and industry and technical experience.   FRANK D. YEARY AGE: 55 DIRECTOR SINCE: 2009 OTHER CURRENT PUBLIC BOARDS: PayPal Holdings, Inc. COMMITTEES: Audit, Corporate Governance and Nominating (Co-Chair)     EXPERIENCEAGE: 56  DIRECTOR SINCE: 2009  OTHER CURRENT PUBLIC BOARDS: Frank D. Yeary has been Managing Member of Darwin Capital Advisors LLC, a private investment firm based in San Francisco, California, since October 2018, and previously served as Principal at the firm from 2012 to 2018. Mr. Yeary served as Executive Chairman of CamberView Partners, LLC, an advisory firm in San Francisco, California providing corporate governance and stockholder engagement advice to public companies, from 2012 to 2018. From 2008 to 2012, Mr. Yeary was Vice Chancellor of UC Berkeley, where he oversaw changes to the university’s financial and operating strategy. Prior to 2008, Mr. Yeary spent nearly 25 years in the finance industry, most recently as Managing Director, Global Head of Mergers and Acquisitions, and a member of the Management Committee at Citigroup Investment Banking. Within the past five years, Mr. Yeary has served as a member of the board of directors of eBay. Mr. Yeary is a member of the board of directors of PayPal Holdings, Inc.  COMMITTEES: Audit, Corporate Governance and Nominating (Co-Chair)   SKILLS & EXPERTISEEXPERTISE:   Mr. Yeary’s extensive career in investment banking and finance brings to the Board financial strategy and global M&A expertise, including expertise in financial reporting and experience in assessing the efficacy of mergers and acquisitions with international companies on a global scale, and experience attracting and retaining strong senior leaders. Mr. Yeary’s role as Vice Chancellor and as CAO of a large public research university provides strategic and financial expertise and his service on the board of PayPal and his past service as a member of the board of eBay provides the Board with insight into best practices in corporate governance and stockholder engagement.                EXPERIENCE Frank D. Yeary has been Principal of Darwin Capital Advisors LLC, a private investment firm based in Phoenix, Arizona, since 2012. Mr. Yeary served as Executive Chairman of CamberView Partners, LLC, an advisory firm in San Francisco, California providing corporate governance and stockholder engagement advice to public companies, from 2012 to 2018. From 2012 to 2015, Mr. Yeary was Co-founder and Chairman of Level Money, Inc., a financial services company. From 2008 to 2012, Mr. Yeary was Vice Chancellor of UC Berkeley, and also Interim Chief Accounting Officer (CAO) from 2010 to 2011, where he oversaw changes to the university’s financial and operating strategy. Prior to 2008, Mr. Yeary spent nearly 25 years in the finance industry, most recently as Managing Director, Global Head of Mergers and Acquisitions, and a member of the Management Committee at Citigroup Investment Banking. Within the past five years, Mr. Yeary has served as a member of the board of directors of eBay. Mr. Yeary is a member of the board of directors of PayPal Holdings, Inc. SKILLS & EXPERTISE Mr. Yeary’s extensive career in investment banking and finance brings to the Board financial strategy and global M&A expertise, including expertise in financial reporting and experience in assessing the efficacy of M&A with international companies on a global scale, and experience attracting and retaining strong senior leaders. Mr. Yeary’s experience as Executive Chairman of CamberView partners and his service on the board of PayPal and his past service as a board member of eBay provides insight into matters relating to corporate governance, shareholder engagement and board best practices. As Vice Chancellor and CAO of a large public research university, Mr. Yeary gained extensive strategic and financial expertise. In addition, as co-founder of Level Money, Mr. Yeary has first-hand experience identifying and developing business models. * Effective after the conclusion of Intel’s 2020 Annual Stockholders’ Meeting, provided he/she is re-elected to the Board by stockholders at the meeting, Mr. Goetz will join the Corporate Governance and Nominating Committee and Finance Committee; Ms. Henry will join the Audit Committee and Compensation Committee; and Messrs. Smith and Wilson will join the Executive Committee.       2019   2020 PROXY STATEMENT   |  Proposal 1: Election of Directors    21 DIRECTOR SKILLS, EXPERIENCE, AND BACKGROUND Intel is a large technology company engaged in research, manufacturing, and marketing on a global scale. We operate in highly competitive markets characterized by rapidly evolving technologies and exposure to business cycles. As we discuss below under “Board Committees and Charters,” the Corporate Governance and Nominating Committee is responsible for assessing with the Board the appropriate skills, experience, and background that we seek in Board members in the context of our business and the existing composition of the Board. This assessment includes numerous diverse factors, such as independence; understanding of and experience in manufacturing, technology, finance, and marketing; senior leadership experience; international experience; mix of ages; and gender, racial, geographic and ethnic diversity. The Board then determines whether a nominee’s background, experience, personal characteristics, and skills will advance the Board’s goal of creating and sustaining a Board with a diversity of perspectives and viewpoints that can support and oversee the company’s complex activities. Our Board is committed to actively seeking women and minority director candidates for consideration. As set forth in our Corporate Governance Guidelines, the committee and the Board periodically review and assess the effectiveness of theirthese practices used infor considering potential director candidates. Listed below are the skills and experience that we consider important for our directors in light of our current business and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list. SENIOR LEADERSHIP EXPERIENCE Directors who have served in senior leadership positions are important to us because they have the experience and perspective to analyze, shape, and oversee the execution of important operational and policy issues. These directors’ insights and guidance, and their ability to assess and respond to situations encountered in serving on our Board, may be enhanced by leadership experience at businesses or organizations that operated on a global scale, faced significant competition, or involved technology or other rapidly evolving business models. GLOBAL/INTERNATIONAL EXPERIENCE We are a global organization with research and development,R&D, manufacturing, assembly, and test facilities, and sales and other offices in many countries. In addition, the majority of our revenue comes from sales outside the U.S. Because of these factors, directors with global experience can provide valuable business and cultural perspective regarding many important aspects of our business. INDUSTRY AND IT/TECHNICAL EXPERIENCE Because we design and manufacture technology, hardware, and software that powers the cloud, education or experience in relevant technology is useful for understanding our R&D efforts, competing technologies, the products and processes we develop, our manufacturing and assembly and test operations, and the market segments in which we compete. FINANCIAL EXPERTISE Knowledge of financial markets, financing and funding operations, and accounting and financial reporting processes is also important. This experience assists our directors in understanding, advising on, and overseeing Intel’s capital structure, financing, and investing activities, as well as our financial reporting and internal controls. HUMAN CAPITAL EXPERIENCE Because the market for senior technology leaders is extremely competitive, experience attracting and retaining top talent, particularly in high-demand areas such as cloud computing, AI, graphics processing units, virtual reality, and autonomous driving, can be an important skill for the Board to have.possess. In addition, evolving our culture is critical to delivering on our growth strategy and for continuing to attract and retain top talent, so directors with experience overseeing and helping to shape an organization’s culture are a valuable asset to the Board. OPERATING AND MANUFACTURING EXPERIENCE Because we are a leader in the design and manufacturing of advanced integrated digital technology platforms, understanding of and experience with manufacturing and other operational processes is a valuable asset to the Board. SALES, MARKETING, AND BRAND MANAGEMENT EXPERIENCE Directors with sales, marketing, and brand management experience can provide expertise and guidance as we seek to grow sales and enhance our brand. EMERGING TECHNOLOGIES AND BUSINESS MODELS EXPERIENCE Emerging technologies and business models can rapidly disrupt even the most well-thought-out strategy, particularly for technology companies. Directors who havewith experience identifying and developing emerging technologies and business models can be valuable assets to the Board.   22 Proposal 1: Election of Directors         2019 PROXY STATEMENT 22 Proposal 1: Election of Directors  |  2020 PROXY STATEMENT   BUSINESS DEVELOPMENT AND M&A EXPERIENCE Directors with a background in business development and M&A provide insight into developing and implementing strategies for growing our business. Useful experience in this area includes skills in assessing “make” vs. “buy” decisions, analyzing the “fit” of a proposed acquisition with a company’s strategy, valuing transactions, and assessing management’s plans for integration with existing operations. CYBERSECURITY/INFORMATION SECURITY Directors who have experience managing cybersecurity and information security risks or who understand the cybersecurity threat landscape can provide valuable knowledge and guidance to the Board in its oversight of the company’s cybersecurity risks. GOVERNMENT, LEGAL, AND REGULATORY EXPERIENCE Directors who have served in government positions provide experience and insights that help us work constructively with governments around the world and address significant public policy issues, particularly as they relate to Intel’s operations and to public support for science, technology, engineering, and mathematics education. Directors with a background in law can assist the Board in fulfilling its oversight responsibilities regarding Intel’s legal and regulatory compliance and its engagement with regulatory authorities. PUBLIC COMPANY BOARD EXPERIENCE Directors with public company board experience understand the dynamics and operation of a corporate board, the relationship of a public company board to the CEO and other senior management personnel, the legal and regulatory landscape in which public companies must operate, the importance of particular agenda and oversight issues, and how to oversee an ever-changing mix of strategic, operational, and compliance-related matters. BACKGROUND Representation ofMembers representing a mix of ages, gender, ethnic, geographic, cultural, orgenders, ethnicities, geographies, cultures, and other perspectives expand the Board’s understanding of the needs and viewpoints of our customers, partners, employees, governments, stockholders, and other stakeholders worldwide.       2020 PROXY STATEMENT  |  Proposal 1: Election of Directors 23 2019 PROXY STATEMENT       Proposal 1: Election of Directors 23 BOARD MATRIX Listed below are the skills and experience that we consider important for our director nominees in light of our current business strategy and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list. Board matrix skills & expertise experience bhusri Bryant hundt ishrak lavizzo-mourey liu smith swan Wilson yeary senior leadership global/international industry and it/technical financial expertise human capital operating and manufacturing sales, marketing, and brand management emerging technologies and business models business development and M&A government, legal, and regulatory public company board background tenure/age/gender years on the board age gender race/ethnicity/nationality African American/black Asian/south Asian white/Caucasian Hispanic/Latino native American born outside of the u.s. tenure age gender ethnic diversity 5.1 yrs average tenure of director nominees 58 yrs average age of director nominees 20% of director nominees are women 40% of director nominees are ethnically diverse 0-4 years 5-9 years 10+ years <54 years 54-64 years 65+ years women men people of color Caucasian 10+ Years 24 Proposal 1: Election of Directors  |  2020 PROXY STATEMENT   INDEPENDENT DIRECTOR TENURE   Listed below areThe Board generally believes that a mix of long- and short-tenured directors promotes an appropriate balance of views and insights and allows the skillsBoard as a whole to benefit from the historical and experienceinstitutional knowledge that we consider importantlonger-tenured directors possess and the fresh perspectives contributed by newer directors. Our Corporate Governance Guidelines provide that, as an alternative to term limits, the Board seeks to maintain an average tenure of 10 years or less for our director nominees in light of our current business strategy and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list.the independent directors as a group.   If each independent director nominee is elected to the Board, matrix skills & expertise experience bhusri Bryant hundt ishrak lavizzo-mourey liu smith swan Wilson yeary senior leadership global/international industry and it/technical financial expertise human capital operating and manufacturing sales, marketing, and brand management emerging technologies and business models business development and M&A government, legal, and regulatory public company board background tenure/age/genderafter the 2020 Annual Stockholders’ Meeting, our independent directors will have served an average of 3.3 years on the board age gender race/ethnicity/nationality African American/black Asian/south Asian white/Caucasian Hispanic/Latino native American born outsideBoard, and six out of eight of our independent directors will have been on the u.s. tenure age gender ethnic diversity 5.1 yrsBoard for less than that period of time. Overall, our Board, including both independent and employee directors, will have an average tenure of 3.0 years. We believe that this mix of tenure on the Board represents a diversified “portfolio” of new perspectives and deep institutional knowledge. BOARD DIVERSITY AND REFRESHMENT Our Board is committed to actively seeking women and minority director nominees 58 yrs average agecandidates for consideration. In 2014, the Board formally adopted its commitment to actively seek women and minority candidates for the pool from which board candidates are chosen. In connection with this process, the Governance Committee also seeks input from Intel’s head of director nominees 20%Global Diversity and Inclusion. Representation of director nominees are women 40%gender, ethnic, geographic, cultural, or other diverse perspectives expands the Board’s understanding of director nominees are ethnicallythe needs and viewpoints of our customers, partners, employees, governments, and other stakeholders worldwide. As part of our ongoing commitment to creating a balanced Board with diverse 0-4 years 5-9 years 10+ years <54 years 54-64 years 65+ years women men people of color Caucasianviewpoints and deep industry expertise, we regularly add new directors to infuse new ideas and fresh perspectives in the boardroom.   24 Proposal 1: Election of Directors         2019 PROXY STATEMENT INDEPENDENT DIRECTOR TENUREOur directors reflect diverse perspectives, including a complementary mix of skills, experience, and backgrounds that we believe are paramount to our ability to represent your interests as stockholders. In the last four years, seven new independent directors have been elected or appointed to the Board, three of whom have been women. If each director nominee is elected to the Board, after the 2020 Annual Stockholders’ Meeting, the majority of the Board would be diverse based on directors’ gender, ethnicity, and/or nationality.   The Board believes that a mix of long- and short-tenured directors promotes an appropriate balance of views and insights and allows the Board as a whole to benefit from the historical and institutional knowledge that longer-tenured directors possess and the fresh perspectives contributed by newer directors. Our Corporate Governance Guidelines provide that, as an alternative to term limits, the Board seeks to maintain an average tenure of 10 years or less for the independent directors as a group. If each independent director nominee is elected to the Board, after the 2019 Annual Stockholders’ Meeting, our independent directors will have served an average of 5.3 years on the Board, and six out of eight of our independent directors will have been on the Board for less than that period of time. Overall, our Board, including both independent and employee directors, will have an average tenure of 5.1 years. We believe that this mix of tenure on the Board represents a diversified “portfolio” of new perspectives and deep institutional knowledge. TENURE 1 2 5 5.3 YRS average tenure of independent director nominees 0-4 Years 5-9 Years 10+ Years BOARD DIVERSITY AND REFRESHMENTOur Board is focused on combining the right mix of skills, experience and perspectives to support Intel’s future strategic direction, including its transformation from a PC-centric Our Board is committed to actively seeking women and minority director candidates for consideration. Representation of gender, ethnic, geographic, cultural, or other diverse perspectives expands the Board’s understanding of the needs and viewpoints of our customers, partners, employees, governments, and other stakeholders worldwide. As part of our ongoing commitment to creating a balanced Board with diverse viewpoints and deep industry expertise, we regularly add new directors to infuse new ideas and fresh perspectives in the boardroom. Our directors reflect diverse perspectives, including a complementary mix of skills, experience, and backgrounds that we believe are paramount to our ability to represent your interests as stockholders. In the last three years, five new independent directors have been elected or appointed to the Board. If each director nominee is elected to the Board, after the 2019 Annual Stockholders’ Meeting, the majority of the Board would be gender, ethnically, and nationality diverse. BOARD DIVERSITY 4 6 60% of director nominees are gender, ethnically and nationality diverse Diverse Directors Non-Diverse Directors to data-centric company. For example, we have recently prioritized cybersecurity, information security and other database technology skills in our director recruitment efforts, as reflected by the recent additions of James J. Goetz and Alyssa Henry to our Board. In addition, recognizing the importance of the Board’s role in overseeing human capital risks as Intel undergoes a cultural transformation, over the past few years we have also added directors with human capital management experience. Intel is committed to focusing on Board diversity more broadly through engagement with key partners. In 2018, Intel joined the Thirty Percent Coalition (Coalition), which focuses on strategies to increase female representation on corporate boards. For 2019, the coalitionCoalition has added a specific focus on women of color. Through our partnerships, we aim to not only increase the available talent for our Board, but to also support increased female board representation across our industry. BOARD EVALUATIONS We are committed to providing transparency to our Board and committee evaluation process. The Chairman of the Board or the independent Lead Director leads the Board’s self-evaluation process, which requires each director to complete a comprehensive evaluation of the performance of both the Board as a whole and, to the extent applicable, the committees on which the director serves. The results of the directors’ evaluations, supplemented with third-party data, provide the Chairman or the independent Lead Director with valuable insight regarding areas where the Board believes it functions effectively and, more importantly, areas where the Board believes it can improve. Based on the input generated by its own members, our Board can adapt and evolve to meet new opportunities as they arise and to continue its critical work in safeguarding the interests of our stakeholders through effective corporate governance. For example, input generated by Board members in recent years has focused, among other things, on the composition of our Board, which has encouraged and informed our recent Board refreshment efforts.     2019 PROXY STATEMENT       Proposal 1: Election of Directors 25  CORPORATE GOVERNANCE     BOARD LEADERSHIP STRUCTURE  2020 PROXY STATEMENT  |  Proposal 1: Election of Directors 25 BOARD EVALUATIONS We are committed to providing transparency about our Board and committee evaluation process. Our Chairman of the Board leads the Board’s self-evaluation process. Each director completes a comprehensive questionnaire evaluating the performance of the Board as a whole, the committees on which the director serves, the director’s own performance, and the performance of each of the director’s peers on the Board. The directors’ responses are aggregated and anonymized to encourage the directors to respond candidly and to maintain the confidentiality of their responses. The Chairman summarizes the directors’ responses about the performance of the Board as a whole and the committees and shares his findings with the Board. The annual evaluation process provides the Board with valuable insight regarding areas where the Board believes it functions effectively and, more importantly, areas where the Board believes it can improve. For example, input generated by Board members in recent years has focused, among other things, on the composition of our Board, which has encouraged and informed our recent Board refreshment efforts. 26 Proposal 1: Election of Directors  |  2020 PROXY STATEMENT    CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE Chairman of the Board:Omar Ishrak Chief Executive Officer: Andy D. Bryant Chief Executive Officer:Robert (“Bob”) H. Swan Independent Lead Director: Aneel Bhusri Board Leadership Structure. We separate the roles of Board Chairman and CEO to aid in the Board’s oversight of management. This policy is embodied in the Board’s published Corporate Governance Guidelines, and has been in effect since the company began operations. At times, the Chairman has been a former executive of the company and has served as a full-time executive officer, as was the case with Andy Bryant, who served as Executive Chairman until January 2020 and will not be standing for re-election at the annual meeting. In advance of Mr. Bryant stepping down, the Board considered the advisability of next electing an independent director as non-executive Chairman, and in January 2020 elected Dr. Ishrak, an independent director, as Chairman of the Board. Dr. Ishrak has worked closely with Mr. Bryant over the past several months to ensure a smooth transition of Board leadership and continued attention to thoughtful oversight of key matters. The Board believes that there may be advantages to having an independent chairman, including by helping to facilitate relations between the Board, the CEO, and other senior management, assist the Board in reaching consensus on particular strategies and policies, and foster robust evaluation processes, and by efficiently allocating oversight responsibilities between the independent directors and management. Intel’s Board will consist of eight independent directors and the CEO as of the annual meeting. Chairman Responsibilities. Our CEO has primary responsibility for the operational leadership and strategic direction of Intel, while our independent Chairman facilitates our Board’s oversight of management, promotes communication between management and our Board, engages with stockholders, and leads our Board’s consideration of key governance matters. As independent Chairman, and not a full-time executive officer of Intel (in contrast to the prior Board chairman), Dr. Ishrak’s responsibilities include: presiding over all meetings of the Board; developing the schedule and agenda for Board meetings in consultation with the CEO, Corporate Secretary, and other members of the Board; assessing the quality, quantity, and timeliness of the information submitted by the company’s management that is necessary or appropriate for the non-employee directors to effectively and responsibly perform their duties; calling and presiding over meetings of the independent directors; working with the Corporate Governance and Nominating Committee to evaluate potential director candidates, determine the membership of the various Board committees, and select committee chairs; managing the Board’s process for annual director self-assessment and evaluation of the Board and of the CEO; serving as principal liaison between the Board and the CEO; presiding over all meetings of stockholders; and serving as the Board’s liaison for consultation and direct communication with stockholders. The independent directors periodically assess the Board’s leadership structure and will continue to evaluate and implement the leadership structure that they conclude most effectively supports the Board in fulfilling its responsibilities.   2020 PROXY STATEMENT  |  Corporate Governance 27 THE BOARD’S ROLE IN RISK OVERSIGHT AT INTEL One of the Board’s important functions is oversight of risk management at Intel. Risk is inherent in business, and the Board’s oversight, assessment, and decisions regarding risks occur in the context of and in conjunction with the other activities of the Board and its committees. Defining Risk. The Board and management consider “risk” to be the possibility that an undesired event could occur that might adversely affect the achievement of our objectives. Risks vary in many ways, including the ability of the company to anticipate and understand the risk, the types of adverse impacts that could result if the undesired event occurs, the likelihood that an undesired event and a particular adverse impact would occur, and the ability of the company to control the risk and the potential adverse impacts. Examples of the types of risks faced by Intel include: macro-economic risks, such as inflation, deflation, reductions in economic growth, or recession; political risks, such as restrictions on access to markets, confiscatory taxation, or expropriation of assets; event risks, such as natural disasters, public health crises or cybersecurity incidents; and business-specific risks related to strategy and competition, product demand, global operations, manufacturing, cybersecurity and privacy, intellectual property protection and theft, litigation and regulatory compliance, corporate responsibility and sustainability (including climate risk), and corporate governance risks. Not all risks can be dealt with in the same way. Some risks may be readily perceived and controllable, while other risks are unknown; some risks can be avoided or mitigated by particular behavior, and some risks are unavoidable as a practical matter. In some cases, a decision may be made that a higher degree of risk may be acceptable because of a greater perceived potential for reward. Intel seeks to align its voluntary risk-taking with company strategy, and Intel understands that its projects and processes may enhance the company’s business interests by encouraging innovation and appropriate levels of risk-taking. 28 Corporate Governance  Guidelines, and has been in effect since the company began operations. Andy D. Bryant has served as Board Chairman since May 2012. Mr. Bryant has never served as CEO of Intel. The independent directors selected Mr. Bryant to serve as Chairman because they determined that Mr. Bryant’s extensive experience at Intel and familiarity with Intel’s operations and management structure, as well as the Board’s confidence in Mr. Bryant’s guidance and ability to support the Board in fulfilling its oversight responsibilities, uniquely positioned Mr. Bryant to fulfill the Chairman’s responsibilities. Chairman Responsibilities. Although Mr. Bryant is an executive of Intel, he and our CEO, Robert (“Bob”) H. Swan, each report directly to the Board and have different responsibilities. Mr. Swan, as Intel’s CEO, develops, reports to the Board on and oversees implementation of our business strategy, and is responsible for leading the company and managing its operations. As Chairman, Mr. Bryant serves as the liaison between the Board and management. Working with the Board’s independent Lead Director and with our CEO, Mr. Bryant helps to develop the Board’s meeting agendas and leads Board meetings so that they are both productive and efficient. His responsibilities include ensuring that the Board receives timely information about important aspects of and developments affecting the company, serving as a resource for and advisor to senior management, and supporting the Board oversight of the company’s risk management, compliance, and other governance functions. The independent directors unanimously elected to waive the director retirement provisions in our Corporate Governance Guidelines to extend Mr. Bryant’s service as a corporate officer and director beyond age 65, and to waive the provision of our Bylaws that limits the tenure of the Chairman to no more than two three-year terms, extending Mr. Bryant’s term for one more year as Chairman through the|  2020 Annual Stockholders’ Meeting. In light of Mr. Bryant’s contributions to the Board and his extensive expertise and experience, the independent directors believe that he provides important leadership continuity as Intel undergoes our CEO transition (as described in “Compensation Discussion and Analysis; Executive Summary; CEO Transition” of this proxy statement) and that he will help support our new CEO during a time of substantial business transformation.Mr. Bryant has informed the Board that, if he is re-elected to the Board at the 2019 Annual Stockholders’ Meeting, he would not expect to stand for re-election again at the 2020 Annual Stockholders’ Meeting.PROXY STATEMENT   Lead Director Responsibilities. Following his unanimous election by the independent directors, Aneel Bhusri has served as independent Lead Director since May 2017. The duties and responsibilities of the independent Lead Director, as provided in our Bylaws and the Board’s Charter of the Lead Director, include:   serving as Chairman of the Board at meetings of the Board of Directors when the Chairman is not present; serving as Chairman of the Executive Committee and as Chairman or Co-Chairman of the Corporate Governance and Nominating Committee of the Board of Directors; developing the agendas for and serving as Chairman of the executive sessions of the Board’s independent directors and, if different, the Board’s non-employee directors; advising the Chairman as to the quality, quantity, and timeliness of the information submitted by the company’s management that is necessary or appropriate for the non-employee directors to effectively and responsibly perform their duties; assisting the Board of Directors, the Board’s Corporate Governance and Nominating Committee, and the officers of the company in implementing and complying with the Board’s Corporate Governance Guidelines; approving the information, agenda, and meeting schedules for Board and Board committee meetings; calling and presiding at meetings of the independent directors; approving the retention of advisors and consultants who report directly to the Board; 26 Corporate Governance         2019 PROXY STATEMENT recommending to the Corporate Governance and Nominating Committee and to the Chairman the membership of the various Board Committees, as well as the selection of committee chairs; and serving as a liaison for consultation and direct communication with stockholders. The independent directors periodically assess the Board’s leadership structure and will continue to evaluate and implement the leadership structure that they conclude most effectively supports the Board in fulfilling its responsibilities. THE BOARD’S ROLE IN RISK OVERSIGHT AT INTEL One of the Board’s important functions is oversight of risk management at Intel. Risk is inherent in business, and the Board’s oversight, assessment, and decisions regarding risks occur in the context of and in conjunction with the other activities of the Board and its committees. Defining Risk. The Board and management consider “risk” to be the possibility that an undesired event could occur that might adversely affect the achievement of our objectives. Risks vary in many ways, including the ability of the company to anticipate and understand the risk, the types of adverse impacts that could result if the undesired event occurs, the likelihood that an undesired event and a particular adverse impact would occur, and the ability of the company to control the risk and the potential adverse impacts. Examples of the types of risks faced by Intel include: macro-economic risks, such as inflation, deflation, reductions in economic growth, or recession; political risks, such as restrictions on access to markets, confiscatory taxation, or expropriation of assets; event risks, such as natural disasters or cybersecurity incidents; and business-specific risks related to strategy and competition, product demand, global operations, manufacturing, cybersecurity and privacy, intellectual property, litigation and regulatory compliance, corporate responsibility and sustainability (including climate risk), and corporate governance risks. Not all risks can be dealt with in the same way. Some risks may be readily perceived and controllable, while other risks are unknown; some risks can be avoided or mitigated by particular behavior, and some risks are unavoidable as a practical matter. In some cases, a decision may be made that a higher degree of risk may be acceptable because of a greater perceived potential for reward. Intel seeks to align its voluntary risk-taking with company strategy, and Intel understands that its projects and processes may enhance the company’s business interests by encouraging innovation and appropriate levels of risk-taking. 2019 PROXY STATEMENT       Corporate Governance 27 RISK ASSESSMENT RESPONSIBILITIES AND PROCESSES   THE BOARD The full Board has primary responsibility for risk oversight. The Board executes its oversight duties through: •  Assigning specific oversight duties to the Board committees •  Periodic briefing and informational sessions by management on: –  The types of risks the company faces –  Enterprise risk management: risk identification, mitigation, and control For most enterprise risk management issues, such as cybersecurity risks, the Board receives regular and detailed reports from management or the appropriate Board committee regarding its review of issues. In some cases, such as risks regarding new technology and product acceptance, risk oversight is addressed as part of the full Board’s regular oversight of strategic planning. COMMITTEES AUDIT FINANCE COMPENSATION Oversee issues related to financial reporting, financial risk, assessment, internal controls, audit functions, and major operational risk issues Oversees issues related to the company's risk tolerancein cash-management investments Oversees issues related to risk in the company's compensation programs, including our conclusion that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company   MANAGEMENT Management is primarily responsible for: •  Identifying risk and risk controls related to significant business activities •  Mapping the risks to company strategy •  Developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward, and the appropriate manner in which to manage risk With respect to the risk assessment of the company’s compensation programs, management is primarily responsible for: •  Reviewing all significant compensation programs, focusing on programs with variable payouts •  Assessing the company’s executive and broad-based compensation and benefits programs to determine whether the programs’ provisions and operation create undesired or unintentional material risk. The risk assessment process: –  Includes a review of compensation program policies and practices, risk identification and control procedures, the balance of risk to reward, and the significance and risks posed by compensation programs on the company’s overall strategy – The Board The full Board has primary responsibility for risk oversight. The Board executes its oversight duties through: - Assigning specific oversight duties to the Board committees - Periodic briefing and informational sessions by management on: -The types of risks the company faces -Enterprise risk management: risk identification, mitigation, and control For most enterprise risk management issues, such as cybersecurity risks, the Board receives regular and detailed reports from management or the appropriate Board committee regarding its review of the issues. In some cases, such as risks regarding new technology and product acceptance, risk oversight is addressed as part of the full Board's regular oversight of strategic planning. Audit Committee Oversees issues related to financial reporting, internal controls, audit functions, and major financial, product security, and cybersecurity risk exposures Finance Committee Oversees issues related to financial risk management, including the company's risk tolerance in cash-management investments Compensation Committee Oversees management of risks related to the company's compensation programs, including our conclusion that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company, and human capital management Corporate Governance and Nominating Committee Oversees issues related to risks arising from the company's environmental, social and governance practices as well as corporate responsibility and sustainability initiatives and performance Management Management is primarily responsible for: Identifying risk and risk controls related to significant business activities Mapping the risks to company strategy Developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward, and the appropriate manner in which to manage risk With respect to the risk assessment of the company's compensation programs, management is primarily responsible for: Reviewing all significant compensation programs, focusing on programs with variable payouts Assessing the company's executive and broad-based compensation and benefits programs to determine whether the programs' provisions and operation create undesired or unintentional material risk. The risk assessment process: - Includes a review of compensation program policies and practices, risk identification and control procedures, the balance of risk to reward, and the significance and risks posed by compensation programs on the company's overall strategy - Takes into account compensation terms and practices that aid in controlling risk, including the compensation mix, payment periods, claw-back provisions, and stock ownership guidelines       2020 PROXY STATEMENT  |  Corporate Governance 29 DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS Director Independence. The Board has determined that each of the following non-employee directors qualifies as “independent” in accordance with the published listing requirements of Nasdaq: Mr. Goetz, Ms. Henry, Mr. Hundt, Dr. Ishrak, Dr. Lavizzo-Mourey, Dr. Liu, Mr. Smith, Mr. Wilson, and Mr. Yeary. Because Mr. Swan is employed by Intel, he does not qualify as independent. Aneel Bhusri, who served as a director until November 1, 2019, was determined to be independent during the time he served on the Board. Mr. Bryant, who is not standing for re-election, did not qualify as independent because of his former employment by Intel. The Nasdaq rules have objective tests and a subjective test for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if:   28 Corporate Governance          2019 PROXY STATEMENT The director is, or at any time during the past three years was, an employee of the company; The director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for Board or Board committee service); A family member of the director is, or at any time during the past three years was, an executive officer of the company; The director or a family member of the director is a partner in, a controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceeded 5% of the recipient’s consolidated gross revenue for that year, or $200,000, whichever was greater (subject to certain exclusions); The director or a family member of the director is employed as an executive officer of an entity for which at any time during the past three years any of the executive officers of the company served on the compensation committee of such other entity; or The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances. In addition to the Board-level standards for director independence, the directors who serve on the Audit Committee each satisfy standards established by the U.S. Securities and Exchange Commission (SEC) and Nasdaq, as no member of the Audit Committee accepts directly or indirectly any consulting, advisory, or other compensatory fee from the company other than their director compensation, or otherwise has an affiliate relationship with the company. Similarly, the members of the Compensation Committee each qualify as independent under SEC and Nasdaq standards. Under these standards, the Board considered that none of the members of the Compensation Committee accept directly or indirectly any consulting, advisory, or other compensatory fee from the company other than their director compensation, and that none have any affiliate relationships with the company or other relationships that would impair the director’s judgment as a member of the Compensation Committee. Transactions Considered in Independence Determinations. In making its subjective determination that each non-employee director is independent, the Board reviewed and discussed additional information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to Intel and Intel’s management and considered transactions that occurred since the beginning of 2017 between Intel and entities associated with the independent directors or members of their immediate families. The Board considered the transactions in the context of the Nasdaq objective standards, the special standards established by the SEC and Nasdaq for members of audit and compensation committees, and the special SEC and U.S. Internal Revenue Service (IRS) standards for compensation committee members. Based on this review, as required by the Nasdaq rules, the Board made a subjective determination that, based on the nature of the directors’ relationships with the entity and/or the amount involved, no relationships exist that, in the opinion of the Board, impair the directors’ independence. The Board’s independence determinations took into account the following transactions: Business Relationships. Each of our non-employee directors or one of his or her immediate family members who is, or was during the previous three fiscal years, a non-management director, trustee, advisor, or executive or served in a similar position at another entity that did business with Intel at some time during those years. The business relationships were ordinary course dealings as a supplier or purchaser of goods or services; licensing or research arrangements; facility, engineering, and equipment fees; or commercial paper or similar financing arrangements in which Intel or an affiliate participated as a creditor. Payments to or from each of these entities constituted less than the greater of $200,000 or 1% of each of Intel’s and the recipient’s annual revenue, respectively, in each of the past three years, except as discussed below. Mr. Bhusri is CEO and director of Workday, Inc. (Workday), a company with which Intel engages in ordinary course business transactions. The Board carefully reviewed the nature of Intel’s transactions with Workday, which primarily related to human   30 Corporate Governance  |  2020 PROXY STATEMENT   DIRECTOR INDEPENDENCE AND TRANSACTIONS CONSIDERED IN INDEPENDENCE DETERMINATIONS Director Independence. The Board has determined that each of the following non-employee directors qualifies as “independent” in accordance with the published listing requirements of Nasdaq: Mr. Bhusri, Mr. Hundt, Dr. Ishrak, Dr. Lavizzo-Mourey, Dr. Liu, Mr. Smith, Mr. Wilson, and Mr. Yeary. Because Mr. Swan and Mr. Bryant are employed by Intel, they do not qualify as independent. David Pottruck and David Yoffie, who served as directors until the 2018 Annual Stockholders’ Meeting, were each determined to be independent during the time they served on the Board. Ambassador Charlene Barshefsky, who served as a director until the 2018 Annual Stockholders’ Meeting, was determined to be independent until December 31, 2017. Mr. Krzanich, who served as director until June 20, 2018, did not qualify as independent because he was employed by Intel. The Nasdaq rules have objective tests and a subjective test for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if: The director is, or at any time during the past three years was, an employee of the company; The director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for Board or Board committee service); A family member of the director is, or at any time during the past three years was, an executive officer of the company; The director or a family member of the director is a partner in, a controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceeded 5% of the recipient’s consolidated gross revenue for that year, or $200,000, whichever was greater (subject to certain exclusions); The director or a family member of the director is employed as an executive officer of an entity for which at any time during the past three years any of the executive officers of the company served on the compensation committee of such other entity; or The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances. In addition to the Board-level standards for director independence, the directors who serve on the Audit Committee each satisfy standards established by the U.S. Securities and Exchange Commission (SEC), as no member of the Audit Committee accepts directly or indirectly any consulting, advisory, or other compensatory fee from the company other than their director compensation, or otherwise has an affiliate relationship with the company. Similarly, the members of the Compensation Committee each qualify as independent under the Nasdaq standards. Under these standards, the Board considered that none of the members of the Compensation Committee accept directly or indirectly any consulting, advisory, or other compensatory fee from the company other than their director compensation, and that none have any affiliate relationships with the company or other relationships that would impair the director’s judgment as a member of the Compensation Committee. Transactions Considered in Independence Determinations. In making its subjective determination that each non-employee director is independent, the Board reviewed and discussed additional information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to Intel and Intel’s management and considered transactions that occurred since the beginning of 2016 between Intel and entities associated with the independent directors or members of their immediate families. The Board considered the transactions in the context of the Nasdaq objective standards, the special standards established by the SEC and Nasdaq for members of audit and compensation committees, and the special SEC and U.S. Internal Revenue Service (IRS) standards for compensation committee members. Based on this review, as required by the Nasdaq rules, the Board made a subjective determination that, based on the nature of the directors’ relationships with the entity and/or the amount involved, no relationships exist that, in the opinion of the Board, impair the directors’ independence. The Board’s independence determinations took into account the following transactions: Business Relationships. Each of our non-employee directors or one of his or her immediate family members is, or was during the previous three fiscal years, a non-management director, trustee, advisor, or executive or served in a similar position at another entity that did business with Intel at some time during those years. The business relationships were ordinary course dealings as a supplier or purchaser of goods or services; licensing or research arrangements; facility, engineering, and equipment fees; or 2019 PROXY STATEMENT       Corporate Governance 29 commercial paper or similar financing arrangements in which Intel or an affiliate participated as a creditor. Payments to or from each of these entities constituted less than the greater of $200,000 or 1% of each of Intel’s and the recipient’s annual revenue, respectively, in each of the past three years, except as discussed below. Mr. Bhusri is CEO and director of Workday, Inc. (Workday), a company with which Intel engages in ordinary course business transactions. The Board carefully reviewed the nature of Intel’s transactions with Workday, which primarily related to human resource management solutions contract and software subscription services, and Mr. Bhusri’s position as CEO and executive director at Workday. The fees paid to Workday represented less than 2.5% of Workday’s annual revenue in each of the past three years, and represented less than 0.06%0.07% of Intel’s revenue in each year. After considering these fees, the Board (with Mr. Bhusri recused) unanimously determined that Intel’s business transactions with Workday do not impair Mr. Bhusri’s independence. Until December 2016, Mr. Bhusri was a member of the board of directors of Cloudera, Inc., (Cloudera) a company with which Intel holds over 5% ownership interest and engages in ordinary course business transactions. The Board carefully reviewed the nature of Intel’s transactions with Cloudera, which primarily related to subscription licenses and software support services, and Mr. Bhusri’s position as a non-management director at Cloudera. The fees paid to Cloudera represented less than 3.6% of Cloudera’s annual revenue in 2016, and represented less than 0.02% of Intel’s revenue. After considering these fees, the Board (with Mr. Bhusri recused) unanimously determined that Intel’s business transactions with Cloudera do not impair Mr. Bhusri’s independence. Charitable Contributions. Dr. Lavizzo-Mourey, Dr. Liu, or one of their immediate family members is serving, or has each served during the previous three fiscal years, as an executive, professor, or other employee for one or more colleges or universities or as a director, executive, or employee of a charitable entity that received matching or other charitable contributions from Intel during those years. Charitable contributions to each of these entities (including matching and discretionary contributions by Intel and the Intel Foundation) constituted less than $120,000 in each of the past three years, as discussed below. Dr. Liu is Dean and Roy W. Carlson Professor of Engineering in the College of Engineering at UC Berkeley. The Intel Foundation contributed less than $65,100 Ms. Henry is a member of the board of directors of Unity Technologies (Unity), a company with which Intel engages in ordinary course business transactions. The Board carefully reviewed the nature of Intel’s transactions with Unity, which primarily related to software subscription services and related services, and Ms. Henry’s position as a non-management director at Unity. The fees paid to Unity represented less than 2.1% of Unity’s estimated annual revenue in each of the past three years, and represented less than 0.01% of Intel’s revenue in each year. After considering these fees, the Board (with Ms. Henry recused) unanimously determined that Intel’s business transactions with Unity do not impair Ms. Henry’s independence. Charitable Contributions.Dr. Lavizzo-Mourey, Dr. Liu, or one of their immediate family members is serving, or has each served during the previous three fiscal years, as an executive, professor, or other employee for one or more colleges or universities or as a director, executive, or employee of a charitable entity that received matching or other charitable contributions from Intel during those years. Charitable contributions to each of these entities (including matching and discretionary contributions by Intel and the Intel Foundation) constituted less than the greater of $120,000 or 1% of the recipient’s annual revenues in each of the past three years, as discussed below. Dr. Liu is Dean and Roy W. Carlson Professor of Engineering in the College of Engineering at UC Berkeley. The Intel Foundation contributed less than $59,500 in each of the past three years to match Intel employee charitable contributions to UC Berkeley, amounting to less than 0.003% of UC Berkeley’s consolidated annual revenue for each of the past three years. Dr. Lavizzo-Mourey is Robert Wood Johnson Foundation PIK Professor of Population Health and Health Equity at the University of Pennsylvania. The Intel Foundation contributed less than $28,000 in each of the past three years to match Intel employee charitable contributions to the University of Pennsylvania, amounting to less than 0.003% of the University of Pennsylvania’s consolidated annual revenue for each of the past three years. Dr. Lavizzo-Mourey is a member of the Board of Regents of the Smithsonian Institution. The Intel Foundation contributed less than $3,300 in each of the past three years to match Intel employee charitable contributions to the Smithsonian Institution, amounting to less than 0.002% of the Smithsonian Institution’s consolidated annual revenue for each of the past three years.   30 Corporate Governance          2019 PROXY STATEMENT Dr. Lavizzo-Mourey is Robert Wood Johnson Foundation PIK Professor of Population Health and Health Equity at the University of Pennsylvania. The Intel Foundation contributed less than $28,000 in each of the past three years to match Intel employee charitable contributions to the University of Pennsylvania, amounting to less than 0.0001% of the University of Pennsylvania’s consolidated annual revenue for each of the past three years. Dr. Lavizzo-Mourey is a member of the Board of Regents of the Smithsonian Institution. The Intel Foundation contributed less than $3,300 in each of the past three years to match Intel employee charitable contributions to the Smithsonian Institution, amounting to less than 0.002% of the Smithsonian Institution’s consolidated annual revenue for each of the past three years, and in 2019, Intel entered into a sponsorship agreement with the Smithsonian Institution, amounting to less than 0.78% of the Smithsonian Institution’s consolidated annual revenue for 2019.     2020 PROXY STATEMENT  |  Corporate Governance 31 CORPORATE GOVERNANCE GUIDELINES Intel has long maintained a set of Corporate Governance Guidelines. The Corporate Governance and Nominating Committee reviews the guidelines periodically and recommends amendments to the Board as appropriate. The Board oversees administration and interpretation of, and compliance with, the guidelines and may amend, waive, suspend, or repeal any of the guidelines at any time, with or without public notice subject to legal requirements, as it determines necessary or appropriate in the exercise of the Board’s judgment in its role as fiduciary. These guidelines, which investors may find on our website at www.intel.com/governance, along with our other corporate governance practices, compare favorably under the Investor Stewardship Group’s (ISG) Corporate Governance Framework for U.S. Listed Companies, as shown in the table below. ISG PRINCIPLE INTEL PRACTICE Principle 1 Boards are accountable to stockholders •  All directors are elected annually •  Majority voting in uncontested director elections •  Proxy access with market terms (3% for three years, up to 20% of the Board) •  Annual Chairman’s letter in proxy statement that describes the Board’s activities over the past year Principle 2 Stockholders should be entitled to voting rights in proportion to their economic interest •  No dual-class share structure •  Each stockholder is entitled to one vote per share Principle 3 Boards should be responsive to stockholders and be proactive in order to understand their perspectives •  Management met with investors owning 38.9% of shares outstanding in 2019 •  Engagement topics included Board leadership structure; Board diversity; issues concerning ESG matters; executive compensation; and stockholder-called special meetings •  The Board has made a number of changes in response to investor feedback, including: •  enhancing the integration of ESG disclosure into our Form 10-K, proxy statement, and Corporate Responsibility Report; •  working on aligning human capital and climate risk disclosures with external frameworks; •  adding three-year EPS as a performance metric for performance-based RSUs; and •  proactively lowering the stockholder special meeting threshold to 15% from 25% Principle 4 Boards should have a strong, independent leadership structure •  Independent Chairman, separate from CEO •  Board considers appropriateness of its leadership structure at least annually •  Independent committee chairs •  Independent directors meet in executive session at least three times per year Principle 5 Boards should adopt structures and practices that enhance their effectiveness •  88.9% of the director nominees are independent •  33% of the director nominees are ethnically diverse, 33% of the director nominees are gender diverse, and we have a policy of seeking out women and minority candidates, as well as candidates with diverse backgrounds, experiences, and skills, as part of each Board search •  Annual Board and committee self-evaluations •  Active Board refreshment, with seven new directors joining since 2017, and seek to cap average director tenure at 10 years •  Limits on outside boards, with no director permitted to serve on more than four public company boards (including Intel) •  No restrictions on directors’ access to management or employees •  No independent director is expected to stand for re-election after age 72 without prior Board approval Principle 6 Boards should develop management incentive structures that are aligned with the long-term strategy of the company •  Compensation Committee annually reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies •  Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives 32 Corporate Governance  |  2020 PROXY STATEMENT   DIRECTOR ATTENDANCE The Board held six regularly scheduled meetings and six special meetings in 2019. As shown in the Board Committee chart below, standing committees of the Board collectively held a total of 30 meetings during 2019, with each committee holding a number of regularly scheduled and special meetings. We expect each director to attend every meeting of the Board and the committees on which he or she serves. Each director attended at least 75% of the meetings of the Board and each committee on which he or she served in 2019 (held during the period in which the director served), and on average directors attended 97% of Board and committee meetings. The Board’s policy is that directors should endeavor to attend the annual stockholders’ meeting, and eight out of 10 of the then-incumbent directors (other than Mr. Hundt and Mr. Wilson) attended the 2019 Annual Stockholders’ Meeting. BOARD RESPONSIBILITIES AND COMMITTEES Board Responsibilities. The Board oversees, counsels, and directs management in the long-term interests of the company and our stockholders. The Board’s responsibilities include: overseeing the conduct of our business and the assessment of our business and other enterprise risks to evaluate whether the business is being properly managed; planning for CEO succession and monitoring management’s succession planning for other senior executives; reviewing and approving our major financial objectives, strategy, operating plans, and other significant actions; selecting the CEO, evaluating CEO performance, and determining the compensation of the CEO and other executive officers; and overseeing our processes for maintaining the integrity of our financial statements and other public disclosures, and our compliance with law and ethics. The Board and its committees met throughout the year on a set schedule, held special meetings, and acted by written consent from time to time as appropriate. At each Board meeting, time is reserved for the independent directors to meet in executive session without the CEO present. Officers regularly attend Board meetings to present information on our business and strategy, and Board members have worldwide access to our employees outside of Board meetings. Board members are encouraged to make site visits on a worldwide basis to meet with local management; to attend Intel industry, analyst, and other major events; and to accept invitations to attend and speak at internal Intel meetings. The Board’s Role in Succession Planning. As reflected in our Corporate Governance Guidelines, the Board’s primary responsibilities include planning for CEO succession and monitoring management’s succession planning for other senior executives. The Board’s goal is to have a long-term and continuing program for effective senior leadership development and succession. The Board also has contingency plans in place for emergencies such as the departure, death, or disability of the CEO or other executive officers. In connection with the CEO transition process that commenced in 2018, the Board formed a special committee, chaired by an independent director, which met more than 20 times during 2018 and 2019 as part of its oversight and leadership of the process to identify the candidate with the appropriate skills, vision, and experience to lead Intel into the future. Board Committees. The Board assigns responsibilities and delegates authority to its committees, and the committees regularly report on their activities and actions to the full Board. The Board has five standing committees: Audit, Compensation, Corporate Governance and Nominating, Executive, and Finance. Each committee can engage outside experts, advisors, and counsel to assist the committee in its work. Each committee has a written charter approved by the Board. We post each charter in the Corporate Governance section of our website at www.intc.com/committees-charters.   2020 PROXY STATEMENT  |  Corporate Governance 33 The following table identifies the current committee members as of March 16, 2020. As discussed above, the Board has determined that each member of the Audit, Compensation, and Corporate Governance and Nominating Committees is an independent director in accordance with Nasdaq standards. NAME AUDIT COMPENSATION CORPORATE GOVERNANCE AND NOMINATING EXECUTIVE FINANCE Andy D. Bryant   James J. Goetz1 Alyssa Henry2 Reed E. Hundt     Omar Ishrak*   ● ● Risa Lavizzo-Mourey     Tsu-Jae King Liu   ● Gregory D. Smith3 ●   Robert (“Bob”) H. Swan   Andrew Wilson3 ●   Frank D. Yeary   ● Number of Committee Meetings Held in 2019 9 11 7 1 2 * Chairman ● Chair/Co-Chair Member 1 Mr. Goetz will join the Corporate Governance and Nominating Committee reviewsand Finance Committee effective after the guidelines periodically and recommends amendments to the Board as appropriate. The Board oversees administration and interpretation of, and compliance with, the guidelines and may amend, waive, suspend, or repeal anyconclusion of the guidelines at any time, with or without public notice subject to legal requirements, as it determines necessary or appropriate in2020 Annual Stockholders’ Meeting. 2 Ms. Henry will join the exerciseAudit Committee and Compensation Committee effective after the conclusion of the Board’s judgment in its role as fiduciary.2020 Annual Stockholders’ Meeting. 3 These guidelines, which investors may find on our website atwww.intel.com/governance, along with our other corporate governance practices, compare favorably underMessrs. Smith and Wilson will join the Investor Stewardship Group’s (ISG) Corporate Governance Framework for U.S. Listed Companies, as shown inExecutive Committee effective after the table below.conclusion of the 2020 Annual Stockholders’ Meeting. AUDIT COMMITTEE     ISG PRINCIPLE INTEL PRACTICE Principle 1 Boards are accountable to stockholders •  All directors are elected annually •  Majority voting in uncontested director elections •  Proxy access with market terms (3% for three years, up to 20% of the Board) •  Annual Chairman’s letter in proxy statement that describes the Board’s activities over the past year Principle 2 Stockholders should be entitled to voting rights in proportion to their economic interest •  No dual-class share structure •  Each stockholder is entitled to one vote per share Principle 3 Boards should be responsive to stockholders and be proactive in order to understand their perspectives •  Management met with investors owning 35% of shares outstanding in 2018 •  Engagement topics included Board leadership structure; Board diversity; issues concerning environmental, social, and governance (ESG) matters; executive compensation; and stockholder-called special meetings •  The Board has made a number of changes in response to investor feedback, including: •  enhancing the integration of ESG disclosure into our Form 10-K and proxy statement; •  working on aligning human capital and climate risk disclosures with external frameworks; •  adding three-year EPS as a performance metric for performance-based RSUs; and •  proactively lowering the stockholder special meeting threshold to 15% from 25% Principle 4 Boards should have a strong, independent leadership structure •  Executive Chairman, separate from CEO •  Strong independent Lead Director with clearly defined duties that are disclosed to stockholders •  Board considers appropriateness of its leadership structure at least annually •  Independent committee chairs •  Independent directors meet in executive session at least three times per year Principle 5 Boards should adopt structures and practices that enhance their effectiveness •  80% of the Board is independent •  40% of the Board is ethnically diverse, 20% of the Board is gender diverse, and we have a policy of seeking out women and minority candidates, as well as candidates with diverse backgrounds, experiences, and skills, as part of each Board search •  Annual Board and individual director self-evaluations •  Active Board refreshment, with 70% refreshment in last five years, and seek to cap average director tenure at 10 years •  Limits on outside boards, with no director permitted to serve on more than four public company boards (including Intel) •  No restrictions on directors’ access to management or employees •  No independent director is expected to stand for re-election after age 72 without prior Board approval Principle 6 Boards should develop management incentive structures that are aligned with the long-term strategy of the company •  Executive compensation program received over 94% support in 2018 •  Compensation Committee annually reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies •  Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives 2019 PROXY STATEMENT       Corporate Governance 31 DIRECTOR ATTENDANCE The Board held six regularly scheduled meetings and 11 special meetings in 2018. As shown in the Board Committee chart below, standing committees of the Board collectively held a total of 31 meetings during 2018, with each committee holding a number of regularly scheduled and special meetings. We expect each director to attend every meeting of the Board and the committees on which he or she serves. Each director attended at least 75% of the meetings of the Board and each committee on which he or she served in 2018 (held during the period in which the director served). The Board’s policy is that directors should endeavor to attend the annual stockholders’ meeting, and all of the then-incumbent directors, other than Mr. Wilson, attended the 2018 Annual Stockholders’ Meeting. BOARD RESPONSIBILITIES AND COMMITTEES Board Responsibilities. The Board oversees, counsels, and directs management in the long-term interests of the company and our stockholders. The Board’s responsibilities include: overseeing the conduct of our business and the assessment of our business and other enterprise risks to evaluate whether the business is being properly managed; planning for CEO succession and monitoring management’s succession planning for other senior executives; reviewing and approving our major financial objectives, strategy, operating plans, and other significant actions; selecting the CEO, evaluating CEO performance, and determining the compensation of the CEO and other executive officers; and overseeing our processes for maintaining the integrity of our financial statements and other public disclosures, and our compliance with law and ethics. The Board and its committees met throughout the year on a set schedule, held special meetings, and acted by written consent from time to time as appropriate. At each Board meeting, time is reserved for the independent directors to meet in executive session without the Chairman and CEO present. Officers regularly attend Board meetings to present information on our business and strategy, and Board members have worldwide access to our employees outside of Board meetings. Board members are encouraged to make site visits on a worldwide basis to meet with local management; to attend Intel industry, analyst, and other major events; and to accept invitations to attend and speak at internal Intel meetings. The Board’s Role in Succession Planning. As reflected in our Corporate Governance Guidelines, the Board’s primary responsibilities include planning for CEO succession and monitoring and advising on management’s succession planning for other senior executives. The Board’s goal is to have a long-term and continuing program for effective senior leadership development and succession. The Board also has contingency plans in place for emergencies such as the departure, death, or disability of the CEO or other executive officers. In connection with the CEO transition process that commenced in 2018, the Board formed a special committee, chaired by an independent director, which met more than 20 times during 2018 and 2019 as part of its oversight and leadership of the process to identify the candidate with the appropriate skills, vision, and experience to lead Intel into the future. Board Committees. The Board assigns responsibilities and delegates authority to its committees, and the committees regularly report on their activities and actions to the full Board. The Board has five standing committees: Audit, Compensation, Corporate Governance and Nominating, Executive, and Finance. Each committee can engage outside experts, advisors, and counsel to assist the committee in its work. Each committee, and the Lead Director, has a written charter approved by the Board. We post each charter in the Corporate Governance section of our website atwww.intc.com/committees-charters. Current membership: Gregory D. Smith (Chair), Tsu-Jae King Liu, and Frank D. Yeary   32 Corporate Governance          2019 PROXY STATEMENT Assists the Board in its general oversight of our financial reporting, internal controls, and audit functions. The following table identifies the current committee members. As discussed above, the Board has determined that each member of the Audit, Compensation, and Corporate Governance and Nominating Committees is an independent director in accordance with Nasdaq standards. Name    Audit    Compensation    Corporate Governance and Nominating    Executive    Finance Aneel Bhusri1              Co-Chair    Chair      Andy D. Bryant2                   ●      Reed E. Hundt    ●    ●         ●      Omar Ishrak         Chair              ● Risa Lavizzo-Mourey3              ●           Tsu-Jae King Liu    ●                   ● Gregory D. Smith    Chair                   ● Robert (“Bob”) H. Swan                   ●      Andrew Wilson         ●              Chair Frank D. Yeary    ●         Co-Chair           Number of Committee Meetings Held in 2018    12    10    6    2    1   1 Lead Director. 2 Chairman of the Board. 3 It is expected that at the conclusion of the 2019 Annual Stockholders’ Meeting, Dr. Lavizzo-Mourey will join the Compensation Committee. AUDIT COMMITTEE Assists the Board in its general oversight of our financial reporting, financial risk assessment, internal controls, and audit functions. Appoints and retains our independent registered public accounting firm, managing its compensation, and overseeing its work. Reviews and discusses with management our company’s major financial, product security, and cybersecurity risk exposures and the steps management has taken to monitor and control such exposures. Receives periodic reports from the Global Director of Ethics and Legal Compliance on the operation and effectiveness of the company’s corporate compliance program. Oversees compliance with our company’s Code of Conduct. During the past year, the Audit Committee’s oversight focused on, among other things, key financial reporting matters, critical accounting estimates, ethical and legal compliance, and enterprise risk management, including cybersecurity and product security. The Board has determined that Mr. Yeary and Mr. Smith each qualifies Appoints and retains our independent registered public accounting firm, managing its compensation, and overseeing its work. Reviews and discusses with management our company’s major financial, product security, and cybersecurity risk exposures and the steps management has taken to monitor and control such exposures. Receives periodic reports from the Global Director of Ethics and Legal Compliance, no less than annually, on the operation and effectiveness of the company’s corporate compliance program. Oversees compliance with our company’s Code of Conduct. During the past year, the Audit Committee’s oversight focused on, among other things, key financial reporting matters, critical accounting estimates, ethical and legal compliance, and enterprise risk management, including cybersecurity and product security. The Board has determined that Mr. Yeary and Mr. Smith each qualify as an “audit committee financial expert” under SEC rules and that each Audit Committee member is sufficiently proficient in reading and understanding the company’s financial statements to serve on the Audit Committee. The responsibilities and activities of the Audit Committee are described in detail in “Report of the Audit Committee” in this proxy statement and the Audit Committee’s charter. COMPENSATION COMMITTEE   Current membership: Andrew Wilson (Chair), Reed E. Hundt, Omar Ishrak, and Risa Lavizzo-Mourey   Reviews, recommends, and determinesapproves salaries, performance-based incentives,bonuses, and other matters related to the compensation of our executive officers.   Reviews and approves the performance measures and goals for our executive officers.   Reviews and grants equity awards to our executive officers.   34 Corporate Governance  |  2020 PROXY STATEMENT   Reviews and determines other compensation policies, handles many compensation-related matters, and makes recommendations to the Board and to management on employee compensation and benefit plans.   Administers Intel’s equity incentive plans.   Reviews Intel’s programs and practices related to executive workforce diversity and the administration of executive compensation programs in a non-discriminatory manner.   2019 PROXY STATEMENT       Corporate Governance 33 Oversees the company’s strategies, initiatives and programs with respect to the company’s culture; talent recruitment, development and retention; employee engagement, diversity and inclusion; and management development and succession planning for the company’s CEO and selected senior leaders. During the past year, the Compensation Committee’s oversight focused on, among other things, compensation program strategy and design, CEO and CFO transition pay, human capital management, succession planning, and leadership development, and the impact of recent tax law changes on our pay practices.development. The Compensation Committee is responsible for determining compensation for Intel executives (including our CEO and our Chairman of the Board), while the Corporate Governance and Nominating Committee recommends to the full Board the compensation for non-employee directors. The Compensation Committee can designate one or more of its members to perform duties on its behalf, subject to reporting to or ratification by the Compensation Committee, and can delegate to other Board members, or an officer or officers of the company, the authority to review and grant stock-based compensation for employees who are not executive officers. The Compensation Committee engaged Pay GovernanceCompensia as its independent executive compensation consultant in June 2018.July 2019. Prior to that, it had retained Farient Advisors LLC (Farient).Pay Governance. The consultant provides input, analysis, and advice about Intel’s executive compensation philosophy, peer groups, pay positioning (by pay component and in total) relative to peer companies, compensation design, equity usage and allocation, and risk assessment under Intel’s compensation programs. The consultant reports directly to the Compensation Committee and interacts with management at the committee’s direction. Neither FarientCompensia nor Pay Governance performed work for Intel in 20182019 except under its respective engagement by the Compensation Committee. The Compensation Committee made assessments of its compensation consultants under factors set forth in the SECSEC’s rules and concluded that each of FarientCompensia and Pay Governance was independent, and that the firms’ work in 20182019 for the Compensation Committee did not raise any conflicts of interest. The CEO makes recommendations to the Compensation Committee on the base salary, annual incentive cash targets, and equity awards for all executive officers other than himself and the Chairman of the Board.himself. These recommendations are based on his assessment of each executive officer’s performance during the year and his review of, among other things, compensation surveys, competitive market data, and criticality of each role. For more information on the responsibilities and activities of the Compensation Committee, including the processes for determining executive compensation, see “Compensation Discussion and Analysis,” “Report of the Compensation Committee,” and “Executive Compensation” in this proxy statement, and the Compensation Committee’s charter (available atwww.intc.com/committees-charters). CORPORATE GOVERNANCE AND NOMINATING COMMITTEE   Current membership: Omar Ishrak (Co-Chair), Frank D. Yeary (Co-Chair), and Risa Lavizzo-Mourey   Identifies, evaluates, and recruits individuals to become Board members.   Reviews matters of corporate governance, and corporate responsibility and sustainability performance, such as environmental, sustainability, climate risk, human capital, political contributions, and stakeholder issues, and periodically reports on these matters to the Board.   AnnuallyPeriodically reviews and assesses the effectiveness of the Board’s Corporate Governance Guidelines, recommends to the Board proposed revisions to the Guidelines and committee charters, and reviews the poison pill policy.   Makes recommendations to the Board regarding the size and composition of the Board and its committees.   Reviews stockholder proposals and recommends actions on such proposals.   Advises the Board on compensation for our non-employee directors.   ReviewsPeriodically reviews and assesses our stockholder engagement process, and reviews and reports stockholder feedback to the Board and works with the Board and management to address. During the past year, the Corporate Governance and Nominating Committee’s oversight focused on, among other things, board composition and disclosure, director recruitment, corporate political contributions, Intel’s Corporate Responsibility Report and trends (including environmental   2020 PROXY STATEMENT  |  Corporate Governance 35 sustainability, climate change,risk, human capital, and workplace, and human rights issues)issues, and political accountability), and investor outreach and feedback. The Corporate Governance and Nominating Committee also establishes procedures for Board nominations and recommends candidates for election to the Board. Consideration of new Board candidates typically involves a series of internal discussions, review of candidate information, and interviews with selected candidates. Board members typically suggest candidates for nomination to the Board. In addition to candidates identified by Board members, the committee considers candidates proposed by stockholders and evaluates them using the same criteria. A stockholder who wishes to suggest a candidate for the committee’s consideration should send the candidate’s name and qualifications to our Corporate Secretary. The Corporate Secretary’s contact information can be found in this proxy statement under the heading “Other Matters; Communicating with Us.” During 2018,2019, the Board retained and paid fees to a third-party search firm to assist the Corporate Governance and Nominating Committee in the processes of identifying and evaluating potential Board candidates, consistent with the committee’s criteria. Our new director nominees, James J. Goetz and Alyssa Henry, were initially recommended to the Corporate Governance and Nominating Committee by a former director and a third-party search firm, respectively. 34 Corporate Governance          2019 PROXY STATEMENT In screening director candidates, regardless of whether they are identified by current Board members, stockholders, or third-party search firms, the committee considers the diversity of skills, experience, and background of the Board as a whole and, based on that analysis, determines whether it would strengthen the Board to add a director with a certain type of background, experience, personal characteristics, or skills. In particular, the committee considers factors such as independence; understanding of and experience in manufacturing, technology, cybersecurity/information security, finance, and marketing; senior leadership experience; international experience; mix of ages;age; and gender, racial, geographic and ethnic diversity, which includes its commitment to actively seek women and minority candidates for the pool from which board candidates are chosen. In connection with this process, the committee also seeks input from Intel’s head of Global Diversity and Inclusion. EXECUTIVE COMMITTEE   Current membership: Omar Ishrak (Chair), Andy D. Bryant, Reed E. Hundt, and Robert (“Bob”) H. Swan   Exercises the authority of the Board between Board meetings, except as limited by applicable law. FINANCE COMMITTEE   Current membership: Tsu-Jae King Liu (Chair), Gregory D. Smith and Andrew Wilson   AdvisesAssist the Board onin its oversight of global treasury activities; derivatives transactions; financial risk management; off-balance sheet arrangements; mergers, acquisitions, divestitures and strategic investments; capital structure decisions, including the issuance and management of debtcapital allocation strategy; financing requirements; capital expenditures; dividends; stock repurchase authorizations; investor relations activities; insurance and equity securities, banking arrangements, including the investment of corporate cash,self-insurance programs; and management of the corporate debt structure.retirement plans.   ReviewsAnnually reviews and approves financeon behalf of the company and other cash-management transactions.its subsidiaries the company’s decisions to enter into swaps that are exempt from mandatory exchange execution and clearing pursuant to the Commodity Exchange Act “end-user” and “treasury affiliate” exceptions.     36   2019 Corporate Governance  |  2020 PROXY STATEMENT       Corporate Governance 35 INVESTOR ENGAGEMENT Our relationship with our stockholders is an important part of our company’s success and we have a long tradition of engaging with our stockholders and obtaining their perspectives. During 2018,2019, our integrated outreach team led by our Investor Relations group, Corporate Responsibility office, Executive Compensation team, and the Corporate Secretary’s office, met to discuss a wide variety of issues with investors representing an aggregate of at least 50%almost 40% of our outstanding shares. We believe that our approach to engaging openly with our investors on topics such as financial issues, corporate governance, executive compensation, and corporate responsibility drives increased corporate accountability, improves decision making, and ultimately creates long-term value. We are committed to:   Accountability. Drive and support leading corporate governance and board practices to ensure oversight, accountability, and good decision making.   Transparency. Maintain high levels of transparency on a range of financial, governance, and corporate responsibility issues to build trust and sustain two-way dialogue that supports our business success.   Engagement. Proactively engage with stockholders and stakeholder groups in dialogue on a range of topics to identify emerging trends and issues to inform our thinking and approach. In addition to our regular integrated outreach team engagements, we hold a series of meetings every year with many of our institutional stockholders focused on environmental, social and with socially responsible investor groups.governance performance and disclosure. We pursue multiple avenues for stockholder engagement, including in-person and teleconference meetings with our stockholders, participating at various conferences, and issuing periodic reports on our activities. Through these activities, we discuss and receive input, provide additional information, and address questions on our corporate strategy, executive compensation programs, corporate governance, and other topics of interest to our stockholders, such as our corporate responsibility activities discussed above. These engagement efforts with our stockholders allow us to better understand our stockholders’ priorities and perspectives, and provide us with useful input concerning our corporate strategy and our compensation and corporate governance practices. We actively engage with our stockholders on a year-round basis and integrate the information we learn through these activities into our governance calendar, as reflected below. INVESTOR ENGAGEMENT CYCLE SUMMER Review annual meeting results to determine appropriate next steps, and prioritize post-annual meeting investor engagement focus areas FALL Hold post-annual meeting investor meetings to solicit feedback and report to the Board and Corporate Governance and Nominating Committee WINTER Incorporate input from investor meetings into annual meeting planning and enhance governance and compensation practices and disclosures when warranted SPRING Conduct pre-annual investor meetings to answer questions and understand investor views on proxy matters ANNUAL STOCKHOLDERS' MEETING The feedback we receive from stockholders and stakeholder groups through these activities is communicated to the Corporate Governance and Nominating Committee on a regular basis throughout the year, and to our full Board once a year. After careful review, our Corporate Governance and Nominating Committee recommends to the Board whether enhancements to our company’s policies and practices are required to meet stockholder expectations relating to new issues or emerging trends. Total Contacted Total Engaged Director Engaged   2020 PROXY STATEMENT  |  Corporate Governance 37 Below is a summary of the feedback we received through our 20182019 investor engagement program and how we responded.   WHAT WE HEARD FROM INVESTORS    OUR PERSPECTIVE / HOW WE RESPONDED Board leadership structure Current structure (executive chairman and independent lead director) works well •  Determined to maintain current structure •  Extended Mr. Bryant’s term to provide leadership continuity during CEO transition Board diversity Wouldcomposition: would like to see more disclosure around board diversity •  Separately broke out gender and ethnic diversity of our board members in this proxy statementpriorities for future director recruitment Environmental, Social, and Governance (ESG) matters View our ESG disclosure as best-in-class, but we should consider enhancements in key focus areas for 2019: human capital and climate change risk •  Enhanced integration of ESG disclosure into our Form 10-K and proxy statement •  Continued working on aligning human capital and climate risk disclosures with external frameworks Executive compensation Would like to see a long-term financial performance metric in our compensation program •  Added three-year EPS as a performance metric (along with total stockholder return (TSR)) for performance-based RSUs Equity plans Prefer a less frequent stockholder approval cycle for our plans •  Determined to submit equity plans to a stockholder vote triennially instead of biennially starting after this year Stockholder special meetings Current ownership threshold for calling a meeting may be too high in light of recent trends •  Proactively lowered threshold from 25% to 15% 36 Corporate Governance         2019 PROXY STATEMENT      •  We formally adopted the Rooney Rule (ensuring diverse candidates in the pool as part of each Board search) to promote diversity in 2014 and remain committed to maintaining gender, ethnic, geographic, cultural, and other diverse perspectives on our Board •  In 2018, Intel joined the Thirty Percent Coalition (Coalition), which focuses on strategies to increase female representation on corporate boards, and in 2019, the Coalition has added a specific focus on women of color •  We provide substantial disclosure around the composition of our current Board and the skill sets we consider important for our directors to have as well as our process for identifying and evaluating potential director candidates •  Based on investor feedback, this year we have added more information to our proxy statement about our priorities for future director recruitment, which includes ESG oversight experience and diversity (see “Board Diversity and Refreshment” on page 25) ESG disclosure and governance: continue to view our ESG disclosures as best-in-class, but would like to see more disclosure around how our board oversees ESG, including with respect to human capital management and culture •  We have worked, and are continuing to work, to integrate our ESG and SEC reporting and align our ESG disclosures with external frameworks such as SASB and TCFD •  We established formal board-level oversight responsibility for corporate responsibility in 2003. Our independent Corporate Governance and Nominating Committee is primarily responsible for these matters, with additional environmental, social and governance matters reviewed by other committees (e.g. the Compensation Committee is responsible for oversight of human capital issues and the Audit Committee is responsible for oversight of our corporate ethics and compliance program) •  Based on investor feedback, this year we have added more information to our proxy statement about our Board processes for overseeing ESG (see “Corporate Responsibility” on page 39) and to our Corporate Responsibility Report about the connection between our ESG program and our strategy and value creation Specific ESG topics: would like to see more information about how we manage climate and water risks; human capital, pay equity and inclusion; and technology-related ethics and human rights issues •  We are in the process of completing our 2020 corporate responsibility goals and working to develop new goals for 2030 that we plan to announce soon following further engagement with our stakeholders on these issues •  We are working to evaluate emerging issues related to technology and developing appropriate management and oversight processes •  Based on investor feedback, this year we have added more information to our Corporate Responsibility Report about our approach to climate change and human capital management, and we began publishing additional information on our gender and racial pay equity ESG and pay: would like to see more disclosure around how we integrate ESG into our compensation programs •  We are committed to corporate responsibility and sustainability and, as part of that commitment, since 2008 we have linked a portion of employee and executive pay to corporate responsibility factors •  Based on investor feedback, this year we have added more information to our proxy statement about this linkage, including explaining how these goals factor into compensation decisions and identifying the specific ESG goals we use for our executives (see “Impact of ESG Metrics” on page 78) For a discussion of additional feedback we received on our executive compensation program, see “Investor Engagement and the 2019 ‘Say on Pay’ Vote” on page 63. COMMUNICATIONS FROM STOCKHOLDERS TO DIRECTORS The Board recommends that stockholders initiate communications with the Board, the Chairman, or any Board committee by writing to our Corporate Secretary. You can find the address in the “Other Matters” section of this proxy statement. This process assists the Board in reviewing and responding to stockholder communications. The Board has instructed our Corporate Secretary to review correspondence directed to the Board and, at the Corporate Secretary’s discretion, to forward items that she deems to be appropriate for the Board’s consideration.     38   2019 Corporate Governance  |  2020 PROXY STATEMENT       Corporate Governance 37  CORPORATE RESPONSIBILITY   Our commitment to corporate responsibility and sustainability—built on a strong foundation of transparency, governance, and ethics—creates value for Intel and our stockholders by helping us mitigate risks, reduce costs, build brand value, and identify new market opportunities. We set ambitious goals for our company and make strategic investments to advance progress in the areas of environmental sustainability, supply chain responsibility, diversity and inclusion, and social impact that benefit the environment and society. Through our technology, we enable more people to harness the power of data to help address society’s most complex issues—from climate change and energy efficiency, to economic empowerment and human rights. We established formal board-levelBoard-level oversight responsibility for corporate responsibility in 2003 and, since 2008, have linked a portion of employee and executive pay to corporate responsibility factors. This year, we arrive at an important milestone in our journey as we finalize our 2020 corporate responsibility goals and launch new 2030 goals and aspirations for the next decade. We are proud of the results we have achieved to date—but as we look toward the next decade we know that even greater leadership will be required. We look forward to sharing our new 2030 goals later this year, enabling Intel to continue our leadership and to collaborate with others to achieve wider global impact. A foundational element of our approach to corporate responsibility is our commitment to transparency.transparency, and we regularly evaluate the effectiveness of our reporting on our ESG reporting based on review of external reporting frameworks and direct feedback from our stockholders and other stakeholders. For more information on how our focus on corporate responsibility creates value for Intel and our stockholders, see the “Our”Our Capital” section of this proxy statementon page 40 and in our 2019 Annual Report on Form 10-K, as well as our most recent Corporate Responsibility Report.   38 Corporate Responsibility         2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Corporate Responsibility 39    OUR CAPITAL   In line with the International Integrated Reporting Council’s six capitals concept, we have outlined how we deploy capital to execute our transformation strategy in ways that reflect our corporate values, delight our customers, and create value for our stockholders.   FINANCIAL CAPITAL Our financial capital allocation strategy focuses on building stockholder value. We do this by first investinghave returned approximately 90% of free cash flow to investors over the past five years and expect to return approximately 100% in ourselves and growing our capabilities. We then look to supplement and strengthen our capabilities through acquisitions and strategic investments. And finally, we provide the return realized by these investments to our stockholders.2020.             CASH FROM OPERATING ACTIVITIES $B                 $20.4 $10.3 $10.1 2014 $19.0 $11.7 $7.3 2015 2016 $21.8 $12.2 $9.6 $22.1 $10.3 $11.8 2017 $29.4 $14.3 $15.2 2018 Capital Investment Free Cash Flow1 1 See “Non-GAAP Financial Measures” in Appendix A. OUR FINANCIAL CAPITAL ALLOCATION DECISIONS ARE DRIVEN BY THREE PRIORITIES   INVEST IN THE BUSINESS Our first allocation priority is to invest in R&D and capital spending to strengthen our competitive position. We shifted our R&D focus as we transformedbegan a transformation to a data-centric company, while efficiently maintaining our investment at approximately 20% of revenue. OurWe invested record levels of capital investment in logic (silicon(primarily platform wafer manufacturing ofmanufacturing) during the last two years to expand our platform products) and memorycapacity. With that investment, we increased our 14nm wafer capacity while also ramping 10nm production. We expect to further increase our PC client supply on both increasedprocess nodes in 2018 as we looked to improve supply of platform products and continued to ramp production capacity in our memory fab (Fab 68). We obtained customer prepayments of over $1.6 billion in 2018 and $1.1 billion in 2017, which helped to offset our investment in memory. 2020. ACQUIRE AND INTEGRATE Our second financial capital allocation priority is to invest in companies around the world that will complement our strategic objectives and stimulate growth of data-centric opportunities. We look for acquisitions that further leverage and strengthen our capital and R&D investments. In 2018,2019, we completed various small acquisitions, while leveraging Alteraincluding Habana Labs and MovidiusBarefoot Networks, to partner with customersexpand our product offerings and expand the markets we serve. Mobileye achieved record revenue, various design wins,We take action when investments do not meet our criteria, and announcedin 2019 we divested the ability to retrofit existing vehicles to deliver full autonomy. Intel Capital investments also supportmajority of our strategic objectives. 5G smartphone modem business for this reason. RETURN CASH TO STOCKHOLDERS Our third financial capital allocation priority is to return cash to stockholders. We achieve this through our dividend and share repurchase programs. During 2018,2019, we paid $5.5$5.6 billion in dividends and increased our quarterly cash dividends by 10% from 2017. We also repurchased $10.7$13.6 billion in shares, up from 2017, and have2018. In October 2019, we announced that we expect to repurchase $20.0 billion in shares over the next 15 to 18 months. Our approach has reduced the level of diluted shares outstanding over time.   Dividends Per Share        8% CAGR   Diluted Shares Outstanding   (in Millions)                2019    $1.26       4,473 2018    $1.20       4,701 2017    $1.0775       4,835            Dividends Per Share        7% CAGR   Diluted Shares Outstanding   (in Millions)                2018    $1.20       4,701 2017    $1.0775       4,835 2016    $1.04       4,875                R&D AND CAPITAL INVESTMENTS $B       $21.6 $19.5 $22.3 $24.8 $28.7 2014 2015 2016 2017 2018 R&D Logic Memory                      ACQUISITIONS                         8 8 $15.5 $14.5 12 3 5 $0.9 $0.9 $0.2 2014 2015 2016 2017 2018 # of Acquisitions Total Spend $B       CASH TO STOCKHOLDERS $B           $4.4 $10.8 $4.6 $4.9 $5.1 $5.5 $3.0 $2.6 $5.1 $3.6 $5.5 $10.7 2014 2015 2016 2017 2018 Buyback Dividend     1 See “Non-GAAP Financial Measures” in Appendix A.   40   2019 Our Capital  |  2020 PROXY STATEMENT       Our Capital 39   INTELLECTUAL CAPITAL RESEARCH AND DEVELOPMENT Every year we make a significant investment in R&D as it is a critical factor in achieving our strategic objectives to make the world’s best semiconductors, to lead the AItechnology inflections, and autonomous revolution, andto provide leading end-to-end platform solutions. Successful R&D efforts can lead to new products and technologies or improvements to existing ones, which we seek to protect through our IP rights. We may augment our R&D initiatives bythrough the following methods: acquiring or investing in or acquiring companies, or entering into R&D agreements, with other companies, as well as byand directly purchasing or licensing technology. We have increased our investments in R&D in each of the last five years and intensified our focus on key priorities in product technology while exiting non-core businesses, such as our divestiture of Wind River Systems, Inc. (Wind River) during 2018.   PRODUCT TECHNOLOGY We are focusingEvery year we make significant investments in R&D and we have intensified our R&D activitiesfocus on six areas of engineering pillars to advance our product capabilities. Our goalobjective is to improve user experiences and value at the pace of Moore’s Law through advances in performance, power, cost, connectivity, security, features, form factor, and other features with each new generation of products. We are also focused on reducing our design complexity to improve our efficiency, including a significant reduction of design rules for future process nodes. Process. Development of next-generation manufacturing processes remains a critical and fundamental pillar. We announced that we are planning multiple waves of 10nm process, progressively increasing transistor performance. We also announced advances in our nextgeneration 2.5D (EMIB) and 3D (Foveros) packaging technology which will enable us to mix and match chips made on different processes into a single SiP, enabling new design flexibility and new device form factors. The Intel 10nm product era is underway, as we began shipping our new 10th generation Intel® Core™ processors, previously referred to as Ice Lake. Process technology. While development of next-generation manufacturing processes remains a critical and fundamental area of research, we are also pursuing innovations in packaging technology to enable new approaches to chip design. In 2018, we announced a new 3D packaging technology called “Foveros” that allows for stacking of logic chips, enabling products where input/output (I/O), static random-access memory (SRAM), and power delivery circuits can be fabricated in a base die and high-performance logic “chiplets” can be stacked on top. Together with our Embedded Multi-die Interconnect Bridge (EMIB) technology, advanced packaging allows for new hybrid chip designs that can “mix and match” different technology IP blocks, which may be manufactured on different process nodes, into a single system-in-package, enabling new design flexibility and new device form factors. Stacked Chiplets Base Chiplet base Chiplet "Foveros" 3D packaging technology Architecture. We are designing products for four major computing architectures—scalar (CPU products), vector (graphics processing unit (GPU) products), matrix (AICPU, GPU, AI accelerator, products), and spatial (field-programmable gate array (FPGA) products)—FPGA products—as we move toward a model of providing multiple “xPU” compute platforms for a more diverse era of computing. In 2018, we announced “Sunny Cove,”We shipped the 10th generation Intel® Core™ processors with our next-generation CPU microarchitecture, withwhich has architectural extensions designed for special-purpose computing tasks such as AI and cryptography, among other features. These processors also include the next generation of graphics microarchitecture, with performance and feature upgrades. We are also continuingcontinue to make progress on the development onof our first discrete GPU. Memory. With our Intel® 3D NAND technology and Intel® Optane™ technologies,technology, we are developing products to disrupt the memory and storage hierarchy. WeThe 4th generation of Intel®-based SSDs are scheduled to launch in 2020 with 144-layer QLC memory technology. These SSDs are also Intel’s first NAND memory technology created independently by Intel since the conclusion of our partnership with Micron Technology, Inc. (Micron). The 2nd generation Intel® Optane™ SSDs for data centers are scheduled to start shipping oursamples in 2020, and are designed to deliver three times the throughput while reducing application latency by four times. In addition, the second-generation Intel® Optane™ DC Persistent Memory, which combines memory-like performancepersistent memory is expected to achieve PRQ in 2020, and is designed for use with the larger capacity and persistence of storage, bringing more data closer to the CPU to help improve processing of big data sets like those used in AI and large databases. Our QLC 3D NAND technology allows users to move more data from hard disks to solid-state drives (SSDs), giving them faster access to their data.our future Intel® Xeon® CPUs. Interconnect. We have a broad portfolio of interconnect solutions, ranging from silicon to the data center to wireless. Our silicon photonics technology integrates lasers into silicon to create high-speed optical connections that can help remove networking bottlenecks in the data center. We are drivingannounced two initiatives to help influence the 5G transition by offering products that communications service providers use to transform their networksindustry—USB4 and CXL. USB4 advances the speed and capability for 5G,interconnect in client platforms. CXL, an open interconnect technology, creates a high-speed, low latency interconnect between the CPU and accelerators, such as well as through development of 5G modems.GPUs, FPGAs, and networking. Security technologies.Security. We have madecontinue to make significant investments in security technologies, and built-in security features are integrated into our design process and roadmap. In the first half of 2018, wetechnologies. We created the Intel Product AssuranceSecurity Architecture and SecurityTechnologies Group to serve as a center for security researcharchitecture across our products and businesses, not only to address the security issues of today, but also to monitor the evolving threat landscape and seek to continuously improve ourdesign world-class product security inarchitecture for the years ahead. Software. Software plays a critical role in unlocking theThe performance potential of our hardware products.products is unlocked with software. Our vision is to unify our software abstractions across all of our xPU platforms. We are developing a project called OneAPIoneAPI to simplify programming for developers across our CPU, GPU, FPGA, AI accelerator, and other accelerator products, providing a unified portfolio of developer tools for mapping software to the hardware that can best accelerate the code. IP RIGHTS We own and develop significant IP and related IP rights around the world that relate tosupport our products, services, R&D, and other activities and assets. Our IP portfolio includes patents, copyrights, trade secrets, trademarks, maskwork,mask work, and other rights. We actively seek to protect our global IP rights and to deter unauthorized use of our IP and other assets. For a detailed discussion of our IP rights, see “Intellectual Property Rights and Licensing” in our 20182019 Annual Report on Form 10-K.   40 Our Capital          2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Our Capital 41   MANUFACTURED CAPITAL We are an integrated device manufacturer (IDM). Unlike many other semiconductor companies, we primarily design and manufacture our products in our own manufacturing facilities. Wefacilities, and we see our in-house manufacturing as one of our most critical forms of capital and an important advantage. MANUFACTURING PROCESS TECHNOLOGY We continue to develop new generations of manufacturing process technology as we seek to realize the benefits from Moore’s Law, a law of economics predicted by Intel’s co-founder Gordon Moore more than 50 years ago.Law. Realizing Moore’s Law results in economic benefits as we are able to either reduce a chip’s cost as we shrink its size, or increase functionality and performance of a chip while maintaining the same cost with higher density. This makes possible the innovation of new products with higher performance while balancing power efficiency, cost, and size to meet customers’ needs. Our ability to optimize and apply our manufacturing expertise to deliver more advanced, differentiated products is foundational to our current and future success. AsWe improved our 10nm factory production, yield, and volume during 2019, and launched 10th-generation Intel® Core™ processors, our first 10nm volume product, and Intel® Agilex™, our first 10nm FPGA. We expect to deliver initial production shipments of our first 10nm-based Intel® Xeon®Scalable product, Ice Lake, in the latter part of 2020. We are on track to deliver our first 7nm-based product, a data center-focused discrete GPU, at the end of 2018, our platform products were manufactured2021. We are approaching next-generation process nodes with a focus on 300mm wafers, with the majority manufactured using our 14nm process node,striking an optimal balance between schedule, performance, power, and we are currently ramping our next-generation 10nm process node. We have lengthened our utilization of our 14nm process to meet an annual cadence of product introductions while developing 10nm process technology. Over the course of our 14nm process generation, we have achieved significant product performance improvement. We expect the same trend of utilizing a process node for multiple waves of products to continue as we ramp 10nm. With our 10nm process technology, we are striving for an aggressive density improvement target, beyond the density scaling we delivered with 14nm. We have experienced challenges associated with 10nm developmentcost and implementation, and announced in 2018 that volume production on our 10nm products would be delayed from the second half of 2018 into 2019. We made good progress on improving 10nm yields in 2018, and wewill continue to expect volume client systems on retail shelves for the 2019 holiday season, with data center products to follow in 2020.drive intra-node advancement. FACTORY NETWORK AND SUPPLY CHAIN We previously announced multiple manufacturing site expansions with multi-year construction activities that began in 2019. In addition to expanding our own manufacturing capability, we are increasing our use of foundries to enable our differentiated manufacturing to produce more CPU products. We use third-party foundries to manufacture wafers for certain components and leverage subcontractors to augment capacity to perform assembly and test in addition to our in-house manufacturing, primarily for chipsets and adjacent products. As we considered the estimated $300 billion TAM1 opportunity ahead of us, it was imperative that we prepare our global manufacturing network to be responsive to changes in demand. However, despite increasing 14nm wafer capacity, we did not see a commensurate increase in client CPU unit volume as wafer capacity was largely consumed by increases in modem and chipset volumes, and unit die sizes. Our focus on capacity expansion and meeting customer expectations is critical as we move into 2020.   We have nine manufacturing sites—six are wafer fabrication and three are assembly/test facilities. The map marks our manufacturing facilitiessites and their primary functions, as well as the countries where we have a significant R&D or sales and marketing presence.   Approximately halfThe majority of our logic wafer manufacturing is conducted withinin the U.S. We incur factory start-up costs as we ramp our facilities for new process technologies. We continued to rampramped the 10nm process node in our Oregon and Israel locationsin 2019, and to expandbegan production in Arizona in our 2020 fiscal year. We also expanded our memory fab, Fab 68. Memory investments represented approximately 20% of total capital spending for 2018.facilities in Dalian, China.    Oregon 10nm, 22nm Arizona 14nm, 22nm New Mexico 32nm, 45nm Ireland 14nm Israel 10 nm, 22mn Chengdu Malaysia Vietnam Dalian Memory Fab Intel Worldwide Headquarters Santa Clare, California Wafer Fabs Assembly and Test Intel Presence Our manufacturing facilities are primarily used for silicon wafer manufacturing of our platform and memory products. These facilities are built following a “copy exactly” methodology, whereby new process technologies are transferred identically from a central development fab to each manufacturing facility. This enables fast ramp of the operation as well as better quality control. These wafer fabs operate in a network of manufacturing facilities integrated as one factory to provide the most flexible supply capacity, allowing us to better analyze our production costs and adapt to changes in capacity needs. We use a multi-source strategy for our memory business to enable a robust and flexible supply chain. Throughout 2018, we increased the memory capacity in Fab 68, whereIn 2019, we ramped 96-layer3D NAND production. In addition, we have a supplemental supply agreement with Micron Technology, Inc. (Micron), as well as capacity fromtechnology and prepared to begin manufacturing our joint venture, IM Flash Technologies, LLC (IMFT) factory144-layer 3D NAND technology in Lehi, Utah. In January 2019, Micron called2020 in our facility in Dalian, China. The next generation of Intel® Optane™ technology and SSDs are being developed in New Mexico following the sale of our non-controlling interest in IMFT. The IMFT agreement provides forto Micron on October 31, 2019. We will continue to purchase product manufactured by Micron at the IMFT facility under established supply for up to one year after the close of the transaction.agreements. We use third-party foundries to manufacture wafers for certain components and leverage subcontractors to augment capacity to perform assembly and test in addition to our in-house manufacturing, primarily for chipsets and adjacent products.1 Source: Intel calculated 2024 TAM derived from industry analyst reports.     42   2019 Our Capital  |  2020 PROXY STATEMENT       Our Capital 41   HUMAN CAPITAL     Given the highly technical nature ofEvolving our business, our success dependsculture is critical to delivering on our abilitygrowth strategy and for continuing to attract and retain talentedtop talent needed to support our transformation to a data-centric company. We have an amazing legacy of innovation and skilled employeesa powerful culture, yet our ambitions have grown. Together, we are evolving our culture to create the technology of the future and delight our customers.build an even brighter future. Our global workforce of 107,400110,800 is highly educated, with approximately 85%90% of our people working in technical roles. We invest in creating a diverse, inclusive, and safe work environment where our employees can deliver their workplace best every day. This environment fosters a rich and powerful culture that allows us to make a profound impact on the world.   All employees are responsible for upholding the Intel Values, Intel Code of Conduct, and Intel Global Human Rights Principles, which form the foundation of our policies and practices. We also place value on providing a wide range of opportunities to support the ongoing career development of employees. For over a decade, we have tracked and publicly reported on key human capital metrics, including workforce demographics, diversity and inclusion data, turnover, and training data.      “In 2018, we met our U.S. diversity and inclusion goal—two years ahead of schedule. We are proudTapping into the richness of our progress but not satisfied. We view diversity and inclusion as a business imperative that drives innovation anddiverse workforce is key to driving future growth. Every voice matters.Intel will continue to be transparent about our progress and our challenges, so we can partner with our customers and ecosystem to find better solutions together.”   —Barbara WhyeSandra Rivera, Intel’s Chief Diversity and Inclusion Officer andExecutive Vice President of Human Resourcesand Chief People Officer DIVERSITY AND INCLUSION To shape the future of technology, we must be representative of that future. A diverse and inclusive workforce is a business imperative and key to our long-term success. We committed $300 million to advance diversity and inclusion in our workforce and in the technology industry. We achieved our goal of full representation in our U.S. workforce two years ahead of schedule, meaning our workforce now reflects the percentage of women and underrepresented minorities available in the skilled labor market in the U.S. This achievement was the result of a comprehensive strategy that considered hiring, retention, and progression. Though we are proud of what we have accomplished to advance diversity in our workforce, we still have work to do, including beyond the walls of Intel. We took action by joining 11 other companies to fund an initiative to double the number of women of color graduating with computing degrees in the U.S. by 2025. We also continue to look for and implement partnerships and programs to increase retention and advancement of women and underrepresented populations within our workplace. The breakout of employees by gender provides our current global gender diversity. COMPENSATION AND BENEFITS We strive to provide pay, benefits, and services that help meet the varying needs of our employees. Our generous total rewards package includes market-competitive pay, broad-based stock grants and bonuses, an Employee Stock Purchase Plan, healthcare and retirement benefits, paid time off and family leave, parent reintegration, fertility assistance, flexible work schedules, sabbaticals, and on-site services. In 2019, we announced that we achieved gender pay equity globally by closing the gap in average pay between employees of different genders in the same or similar roles after accounting for legitimate business factors that can explain differences, such as performance, time at grade level, and tenure. We also continued to advance transparency in our pay and representation data by publicly releasing our 2017 and 2018 EEO-1 survey pay data mandated by the U.S. Equal Employment Opportunity Commission. The results reflected representation gaps and point to work that lies ahead. However, due to our diversity and inclusion efforts, there is promising growth of our junior female and underrepresented talent from which our future leadership will be drawn. Our challenge now is to create an environment that better helps our female and underrepresented employees develop and progress in their careers, while also ensuring we are expanding our hiring and retention of diverse talent at more senior, higher-paying positions. DIVERSITY AND INCLUSION Building an inclusive workforce, industry, and ecosystem is critical to helping us drive our business forward. We committed $300 million to advance diversity and inclusion in our workforce and in the technology industry, and met our goal to achieve full representation of women and underrepresented minorities in our U.S. workforce in 2018—two years ahead of schedule. We have a long-standing commitment to inclusive workplace policies. For example, to help ensure employee concerns are openly and transparently resolved, Intel does not seek arbitration of sexual harassment and other employment claims. GROWTH AND DEVELOPMENT   We invest significant resources to develop the talent needed to keep the companyremain at the forefront of innovation and make Intel an employer of choice. We deliver training annually and provide rotational assignment opportunities. During 2017We launched a new performance management system to support our culture evolution and 2018, we trained our managers in inclusive management practices.increase focus on continuous learning and development. Over the past five years, our undesired voluntary turnover rate has been at or below 5%. COMMUNICATION AND ENGAGEMENT Our success depends on employees understanding how their work contributes to the company’s overall strategy. We use a variety of channels to facilitate open and direct communication, including open forums with executives; employee experience surveys; and engagement through more than 30 different employee resource groups, including the Women at Intel Network, the Network of Intel African American Employees, the Intel Latino Network, and others.    20% 3% 48% 29% United States Asia Pacific Europe, Middle East, Africa Latin America and Canada 2018 Employees by region COMMUNICATION AND ENGAGEMENT Our success depends on employees understanding how their work contributes to the company’s overall strategy. We use a variety of channels to facilitate open and direct communication, including open forums with executives; quarterly Organizational Health Polls; and engagement through more than 30 different employee resource groups, including the Women at Intel Network, the Network of Intel African American Employees, the Intel Latino Network, and others. COMPENSATION AND BENEFITS We strive to provide pay, benefits, and services that help meet the varying needs of our employees. Our generous total rewards package includes market-competitive pay, broad-based stock grants and bonuses, a popular Employee Stock Purchase Plan, healthcare and retirement benefits, paid time off, flexible work schedules, sabbaticals, fertility assistance, and on-site services. For more than a decade, we’ve performed an annual compensation analysis in the U.S. to ensure pay equity by gender and race/ethnicity. In 2018, we began globalizing our analytics and recently announced that we’ve achieved gender pay equity globally. HEALTH, SAFETY, AND WELLNESS We are committed to the safety of our employees, customers, and communities, from operations to product development to supplier partnerships. Our ultimate goal is to achieve zero serious injuries through continued investment in and focus on our core safety programs and injury-reduction initiatives. We provide access to a variety of innovative, flexible, and convenient employee health and wellness programs, including on-site health centers.   42 Our Capital          2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Our Capital 43   SOCIAL AND RELATIONSHIP CAPITAL We are committed to operating with transparency, and through open and direct communication, we work to developdeveloping trusted relationships, with all stakeholders, including employees, customers, suppliers, governments, and communities. We also empower our employees to givegiving back to theour communities, where we operate and engage themengaging in corporate responsibility and sustainability initiatives. Our commitment to stakeholder collaborationCollaboration with stakeholders and investments in social impact initiatives, including support oflike the United Nations Sustainable Development Goals, has resulted inled to our reputation as a leading corporate citizen which has createdand creates value for Intel in termsthe form of social license to operate and a positive operating environment. Each year, we receive third-party recognitions for our corporate responsibility leadership and ethical business practices. In 2018, recognitions included the Fortune 2018 Change the World List, Ethisphere’s World’s Most Ethical Companies, and Forbes/Just Capital’s America’s Most “Just” Companies.consistent stakeholder support. ECONOMIC, SOCIAL, AND HUMAN RIGHTS IMPACT The health of our company and local economies dependdepends on continued investments in innovation. We provide high-skill, high-paying jobs at Intel sites around the worldworld. Many of these are manufacturing and R&D jobs located in our own domestic and international factories. We also impact economies through our R&D ecosystem spending, sourcing activities, consumer spending by our employees, and tax revenue. Many of these are manufacturing and R&D jobs located in our own domestic and international factories. In addition, weWe make sizable capital investments and provide leadership in public-private partnerships to spur economic growth and innovation. SOCIAL IMPACT We are at the forefront of new technologies—such as AI, autonomous driving, and 5G wireless broadband—technologies that are increasingly being used to empower individuals, companies, and governments around the world to solve major societal challenges. Simultaneously, we are empowering people through education and advancing social impact initiatives to create new career pathways into the technology industry, helping us build trust with key external stakeholders and support the interests of our employees. Through the Intel® She Will Connect program, we have collaborated with global and local partners to empower millions of women and girls through technology skills training. Our employees actively share their expertise and skills through technology-related volunteer initiatives, and over the past 10 years have contributed more than 101 million hours of service in the communities where we operate. In celebrationoperate in 2019. We are committed to maintaining and improving processes to avoid human rights violations related to our operations, supply chain, and products. While we do not always know nor can we control what products our customers create or the applications end-users may develop, we do not support or tolerate our products being used to violate human rights. Where we become aware of our 50th anniversary,a concern that Intel products are being used by a business partner in connection with abuses of human rights, we set a goalwill restrict or cease business with the third party until and unless we have high confidence that Intel’s products are not being used to have 50,000 employees donate 1 million volunteer hours during 2018. We exceeded the goal with more than 68,000 employees contributing approximately 1.5 million hours.violate human rights. SUPPLY CHAIN RESPONSIBILITY We have robust programs to educate and engage suppliers that support our global manufacturing operations to drive responsible and sustainable practices throughout the supply chain. Actively managing our supply chain creates business value for Intel and our customers by helping usto reduce risks,risk, improve product quality, achieve environmental and social goals, and raise the overall performance of our suppliers. Over the past five years, we have completed more than 500600 supplier audits using the Responsible Business Alliance Code of Conduct standard and have expanded training and capacity-building programs with our suppliers.standard. We actively collaborate with othersother companies and lead industry initiatives on key issues such as advancing responsible minerals sourcing, addressing risks of forced and bonded labor, and improving transparency around climate and water impacts in the global electronics supply chain.chain, and addressing risks of forced and bonded labor. Our commitment to building a diverse and inclusive workforce extends to the expectations we set for our suppliers—a diverse supply chain supports greater innovation and value for our business. We also continue to workworking toward our 2020 goal of reaching $1$1.0 billion in annual spending with diverse-owned supplierssuppliers. We also announced the “Intel Rule” to help improve diversity in the legal profession: Beginning in 2021, we will not retain or use outside law firms in the U.S. that are average or below average on diversity for their equity partners. We are applying a similar rule to firms used by 2020, and are investing in programs to create new career pathways into the technology industry.our tax department, including non-legal firms. 44 Our Capital  |  2020 PROXY STATEMENT     NATURAL CAPITAL Driving to the lowest environmental footprint possible helps us achieve efficiency, lower costs, and respond to the needs of our customers and community stakeholders. We invest in conservation projects and set company-wide environmental targets, seeking to drive reductions in greenhouse gas emissions, energy use, water use, and waste generation. We focus on building energy efficiency into our products to help our customers lower their own emissions and energy costs. We also collaborate with policymakers and other stakeholders to identify opportunities to apply technology to environmental challenges such as climate change and water conservation. CLIMATE AND ENERGY We focus on reducing our own direct climate “footprint” and over the past two decades have reduced our direct emissions and electricity generatedelectricity-generated emissions. We also continue to be one of the largest voluntary corporate purchasers of green power. Since 2012, we have invested more than $200 million in energy conservation projects in our global operations, resulting in cumulative savings of more than 44.5 billion kilowatt hourskWh and cost savings of approximatelymore than $500 million through the end of 2018.million. In addition to conserving energy, we invest in green power and on-site alternative energy projects that provide power directly to our buildings and design all new buildings to LEED* standards. In 2019, we opened a LEED Platinum building in Israel with sensors that monitor lighting, temperature, ventilation, parking, and other building services and systems that enable and foster smart innovation. It also employs stormwater runoff collection and injection wells to avoid groundwater runoff. We also 2019 PROXY STATEMENT       Our Capital 43 focus on increasing our “handprint”—the ways in which Intel technologies can help others reduce their footprints—footprints, including Internet of Things solutions that enable intelligence in machines, buildings, supply chains, and collaborate on shaping public policy responsesfactories, and make electrical grids smarter, safer, and more efficient. We are leveraging a leading framework developed by TCFD to communicate our approach to climate governance, strategy, risk management, and metrics and targets. In terms of governance and strategy, we follow an integrated approach to addressing climate change, both atwith multiple teams responsible for managing climate-related activities, initiatives, and policies, including manufacturing and operations, government and public affairs, supply chain, and product teams. Strategies and progress toward goals are reviewed with senior executives and the international levelBoard’s Corporate Governance and Nominating Committee. We describe our overall risk management processes within this proxy statement, and we describe our climate-related risks and opportunities in our annual Corporate Responsibility Report, the countriesIntel Climate Change Policy, and regions where“Risk Factors” in our 2019 Annual Report on From 10-K. Regarding metrics and goals, for two decades we operate. GREENER BUILDINGS Our engineers have long incorporated green design standards and concepts into the new construction and renovation ofset aggressive GHG reduction goals, including our facilities. We continue2020 goal to bereduce our direct GHG emissions by 10% on a per-unit basis from 2010 levels, which we are on track to meetachieve. Additional detail on our goalproactive efforts to design all new buildings to a minimum Leadershipaddress climate change is included in Energy and Environmental Design* (LEED*) Gold certification, and to date have achieved LEED certification for more than 17 million square feet, or approximately 26% of our total operational space. The Internet of Things is also expanding opportunities in the area of green buildings, including smart building energy management systems. Working with ecosystem partners, we are advancing solutions in this area,Corporate Responsibility Report, as well as incorporating these technologies into our own green building strategies. For example, one ofCDP Climate Change Survey, both available on our newest buildings, an office building in Bangalore, India that received LEED Platinum certification, is equipped with more than 9,000 sensors and has 50% lower energy demand compared to most traditional office buildings in the area. WASTE MANAGEMENT AND RECYCLINGwebsite1. In each of the past five years, we have recycled more than 84% of the non-hazardous waste generated in our global operations and continue to work toward our 2020 goals of recycling 90% of our non-hazardous waste and sending zero hazardous waste to landfills. Our aim is to continue to invest in reducing the amount of waste we generate while increasing the amount recycled. WATER STEWARDSHIP Water is essential to the semiconductor manufacturing process. We use ultrapure water to remove impurities from our silicon wafers, and we use industrial and reclaimed water to run our manufacturing facility systems. Over the last two decades, our sustainable water management efforts and partnerships have enabled us to conserve billions of gallons of water, and over the last decade we returnhave returned approximately 80% of our water back to our communities. In 2018, we continuedWe continue to make progresswork toward our goal to restore 100% of our global water use by 2025, with more than 20 projects funded in collaboration with environmental and community partners through funding collaborative community-basedthe end of 2019. We expect to restore approximately 1.5 billion gallons of water each year to local watersheds once these projects that will restore water in amounts equivalent to what our business consumes.are complete. SUPPLIER ENVIRONMENTAL IMPACTCIRCULAR ECONOMY AND WASTE MANAGEMENT We also partner withhave long been committed to waste management, recycling, and circular economy strategies that enable the recovery and productive re-use of waste streams. We achieved our suppliers2020 goal of recycling 90% of our non-hazardous waste ahead of schedule. We continue to manage theirwork toward our 2020 goal of sending zero hazardous waste to landfills. Our aim is to continue to invest in reducing the amount of waste we generate while increasing the amount recycled and identifying re-use solutions that reduce costs and environmental impact, which in turn reduces our own environmental impact, lowers supply chain risk, and can decrease costs. In 2018, we again attained a Leadership “A” rating on Supplier Engagement from CDP (formerly, the Carbon Disclosure Project, which evaluates global companies on their environmental disclosure) for our work to encourage our suppliers to increase the level of transparency on their climate and water footprints.impact. 1 The contents of our website and our Corporate Responsibility Report, Climate Change Policy, and CDP Climate Change Survey are referenced for general information only and are not incorporated by reference in this proxy statement.   44 Our Capital          2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Our Capital 45 STOCKHOLDER RETURN Through attention to constant improvement, we strive for our capital to work together in a manner consistent with our focus on long-term value creation. Long-term total stockholder return provides one measure of value creation, though we also consider other indicators of success for our deployment of capital, such as diversity advancement for our human capital. The stock performance graph and table that follow compare the cumulative TSR on Intel’s common stock with the cumulative total return of the Dow Jones U.S. Technology Index*, the Standard & Poor’s 100 Stock Index (S&P 100 Index*), the Standard & Poor’s 500 Stock Index (S&P 500 Index*), the Standard & Poor’s 500 IT Stock Index (S&P 500 IT Index*), and the PHLX Semiconductor Sector Index (SOX Index*)1 for the five years ended December 29, 2018.28, 2019. The cumulative returns shown on the graph are based on Intel’s fiscal year. Comparison of Five-Year Cumulative Return for Intel, the Dow Jones U.S. Technology Index,Intel, S&P 100 Index, S&P 500 Index, S&P 500 IT Index, and SOX Index   $300 $250 $200 $150 $100 2013 2014 2015 2016 2017 2018 Intel Corporation Dow Jones U.S. Technology Index S&P 100 Index S&P 500 Index S&P 500 IT Index SOX Index Note: This proxy statement corrects the plotting of the dollar values for years 2015-2018 in the graph from our Form 10-K filed January 24, 2020. The Form 10-K provided the correct dollar values in the table below but inadvertently plotted different values for those years in the graph.   Years Ended    Dec 28, 2013      Dec 27, 2014      Dec 26, 2015      Dec 31, 2016      Dec 30, 2017      Dec 29, 2018   Dec 27, 2014 Dec 26, 2015 Dec 31, 2016 Dec 30, 2017 Dec 29, 2018 Dec 28, 2019 Intel Corporation    $ 100      $ 151      $ 145      $ 156      $ 204      $ 211   $ 100 $ 96 $ 103 $ 135 $ 140 $ 184 Dow Jones U.S. Technology Index    $ 100      $ 123      $ 126      $ 143      $ 196      $ 193   S&P 100 Index    $ 100      $ 114      $ 117      $ 129      $ 157      $ 150   $ 100 $ 102 $ 113 $ 137 $ 131 $ 175 S&P 500 Index    $ 100      $ 116      $ 117      $ 130      $ 158      $ 150   $ 100 $ 101 $ 112 $ 136 $ 129 $ 172 S&P 500 IT Index    $ 100      $ 123      $ 128      $ 145      $ 201      $ 199   $ 100 $ 104 $ 118 $ 163 $ 161 $ 246 SOX Index    $ 100      $ 133      $ 131      $ 179      $ 252      $ 235   $ 100 $ 99 $ 135 $ 190 $ 177 $ 293   1 The graph and table assume that $100 was invested on the last day of trading for the fiscal year ended December 28, 201327, 2014 in Intel’s common stock, the Dow Jones U.S. Technology Index, S&P 100 Index, S&P 500 Index, S&P 500 IT Index, and SOXPHLX Semiconductor Sector Index (SOX), and that all dividends were reinvested. The Dow Jones U.S. Technology Index was presented as a comparison in the 2017Form 10-K stock performance graph as a peer index. We have added three indices that we consider more representative than the Dow Jones U.S. Technology Index: the S&P 100 Index, which includes a more diversified group of companies across major industrial sectors; the S&P 500 IT Index, which represents large capitalization IT industry performance; and the SOX Index, which more precisely represents overall semiconductor industry performance.     46   2019 Our Capital  |  2020 PROXY STATEMENT       Our Capital 45    DIRECTOR COMPENSATION   The general policy of the Board is that compensation for non-employee directors should be a mix of cash and equity, with the majority of compensation provided in the form of equity. The Corporate Governance and Nominating Committee, consisting solely of independent directors, has the primary responsibility for reviewing director compensation and considering any changes in how we compensate our non-employee directors. The Board reviews the committee’s recommendations and determines the amount of director compensation. Intel’s Legal department, our Corporate Secretary, and the Compensation and Benefits Group in the Human Resources department support the committee in recommending director compensation and creating director compensation programs. In addition, the committee can engage outside advisors, experts, and others to assist the committee. The director peer group is the same as the peer group considered by the Compensation Committee in setting executive compensation for 20182019 and consisted of 15 technology companies and 10 companies in the S&P 100 Index, as described in detail below under “Compensation Discussion and Analysis; External Competitive Considerations for 2018.2019.” The committee targets cash and equity compensation at the median of the director peer group. For 2018,2019, annual compensation for non-employee directors consisted of the following elements:   Board Fees       Cash retainer1    $90,000 Variable performance-based restricted stock units, which we refer to as “outperformance” restricted stock units (OSUs) Targeted value of approximately $110,000 Restricted stock units (RSUs)    Targeted value of approximately $110,000$220,000 Committee Fees1       Audit Committee chair    $30,00035,000 Compensation Committee chair    $20,00025,000 Corporate Governance and Nominating Committee chair    $20,000 Executive Committee chair    $10,000 Finance Committee chair    $15,000 Non-chair Audit Committee member    $15,000 Non-chair Compensation Committee member    $10,000 Lead Director Fee1       Additional cash retainer    $40,000   1 Paid on a quarterly basis.basis, which was paid to Mr. Bhusri and Dr. Ishrak during their respective time as Lead Director. The Corporate Governance and Nominating Committee reviews director compensation on an annual basis, considering factors such as workload and market data. Intel does not pay its management directors for Board service in addition to their regular employee compensation. After hisSince their appointment as Chairman of the Board, Mr.directors, Messrs. Bryant hasand Swan have continued to participate in the compensation programs that apply to other executive officers, and histheir compensation is determined by the Board’s Compensation Committee.   46 Director Compensation         2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Director Compensation 47 DIRECTOR COMPENSATION FOR FISCAL YEAR 20182019 The following table details the compensation of Intel’s non-employee directors for the 20182019 fiscal year. DIRECTOR COMPENSATION FOR FISCAL YEAR 20182019 TABLE   Name    Fees Earned or Paid in Cash ($)    Stock Awards1 ($)    Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)    All Other Compensation2 ($)    Total ($) Fees Earned or Paid in Cash ($) Stock Awards1 ($) All Other Compensation2 ($) Total ($) Charlene Barshefsky3      52,500        —        —        —        52,500   Aneel Bhusri4      —        369,300        —        —        369,300   Aneel Bhusri3   160,000   348,300   —   508,300 James J. Goetz4   22,500   —   —   22,500 Reed E. Hundt      115,000        221,000        —        5,000        341,000     107,500   194,600                    10,000   312,100 Omar Ishrak      110,000        221,000        —        —        331,000     127,500   194,600   —   322,100 Risa Lavizzo-Mourey5      —        182,500        —        5,000        187,500     —   281,000   9,000   290,000 Tsu-Jae King Liu      105,000        221,000        —        5,000        331,000     116,300   194,600   —   310,900 David S. Pottruck3      55,000        221,000        —        5,000        281,000   Gregory D. Smith      131,250        221,000        —        2,000        354,250     125,000   194,600   10,000   329,600 Andrew Wilson      101,250        221,000        —        —        322,250     121,300   194,600   —   315,900 Frank D. Yeary6      125,000        221,000        —        —        346,000     125,000   194,600   —   319,600 David B. Yoffie3,7      95,000        221,000        47,000        5,000        368,000     1 Consists of OSUs and RSUs valued atRSU grant date fair values (computedcomputed in accordance with the Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718). Grant date fair value of RSUs is calculated and assuming a risk-free rate of return of 1.6%2.4.% and a dividend yield of 2.4%. Grant date fair value of OSUs is calculated assuming volatility of 22.4%, risk-free rate of return of 2.3%, and a dividend yield of 2.5%2.3.%. For additional information, see “Director Compensation;“RSUs in Lieu of Fees” and “Annual Equity Awards” below. Assumptions apply to all stock awards with the exception of those granted to Dr. Lavizzo-Mourey, who received awards in May 2018. She received prorated fees and stock awards to reflect a partial year of service. Those stock awards have the same vesting schedule as the annual awards granted to the other non-employee directors for 2018. 2 The Intel Foundation made matching charitable contributions on behalf of Mr. Hundt ($5,000)10,000), Dr. Lavizzo-Mourey ($5,000)9,000), Dr. Liu ($5,000), Mr. Pottruck ($5,000),and Mr. Smith ($2,000)10,000), and Dr. Yoffie ($5,000). Directors’ charitable contributions to schools and universities that meet the guidelines of Intel’s employee charitable matching gift program are eligible for matching funds. 3  Because Mr. Pottruck and Dr. Yoffie retired from the Board in May 2018, allIncludes 3,355 RSUs and OSUs granted to themMr. Bhusri in January 2019 in lieu of his Lead Director fee and committee chair/co-chair fees for 2018, were canceled upon their retirementwith the grant date fair value computed in accordance with their terms. Ambassador Barshefsky also retired from the Board in May 2018ASC Topic 718 and was not granted RSUs or OSUs in 2018.assuming a risk-free rate of return of 2.5% and a dividend yield of 2.7%. 4  Includes 3,150Mr. Goetz joined the Board on November 13, 2019, and was granted 2,080 RSUs granted to Mr. Bhusrion May 13, 2020, with the grant date fair value computed in 2018 in lieuaccordance with ASC Topic 718 and assuming a risk-free rate of his annual cash retainer for 2017. Mr. Bhusri’s annual cash retainer, Lead Director fee,return of 1.6% and committee chair/co-chair fees for 2018 were paid in the forma dividend yield of RSUs granted in 2019.2.0%. 5  Stock awardsIncludes 1,887 RSU granted to Dr. Lavizzo-Mourey consist in January 2019 in lieu of OSUs and RSUs valued ather annual cash retainer for 2018, with the grant date fair values (computedvalue computed in accordance with ASC Topic 718). Grant date fair value of RSUs is calculated718 and assuming a risk-free rate of return of 2.4%2.5% and a dividend yield of 2.3%2.7%. Grant date fair value of OSUs is calculated assuming volatility of 23.8%, risk-free rate of return of 2.6%, and a dividend yield of 2.3%. Dr. Lavizzo-Mourey’s annual cash retainer for 2018 was paid in the form of RSUs granted in 2019. 6  Mr. Yeary participated in the Cash Deferral Election, under which he elected to defer his 2019 annual cash compensation until his retirement from the Board. 7 Dr. Yoffie was the only director covered by the Board’s retirement program, which ended in 1998. Dr. Yoffie was vested with the nine years he had served on the Board through that date. He will receive an annual benefit equal to the annual retainer fee in effect at the time of payment, to be paid beginning upon his departure from the Board. Payments will continue for nine years, or until his death, whichever is earlier. The amounts in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column in the Director Compensation for Fiscal Year 2018 table represent the net actuarial change in pension value accrued under this program. Assumptions used in determining these changes include an interest rate of 4.4%, current age, the RP2014 Mortality Tables, and an annual benefit amount of $90,000. RSUs in Lieu of Fees.Under the “RSUs in Lieu of Cash Election” program, non-employee directors can elect to receive 100% of their cash compensation in the form of RSUs (but not less than 100%). RSUs elected in lieu of payments in cash generally have the same vesting terms as the annual RSU grant to directors. This election is made year by year, and must be made in the tax year before the compensation will be earned. Under this program, in January 2018, Mr. Bhusri was granted 3,150 RSUs in lieu of cash earned from January 1, 2017 to December 31, 2017. Annual Equity Awards.Each non-employee director received annual grants of OSUs and RSUs with a combined target value on the grant date of approximately $220,000, with the exception of Dr. Lavizzo-Mourey, whose awards were each granted with a prorated combined market value on the grant date of approximately $183,300.$220,000. The grant date fair value reported in the “Stock Awards” column in the Director Compensation for Fiscal Year 2018 table above differs from these amounts because of changes in 2019 PROXY STATEMENT       Director Compensation 47 the fair value of these awards between the date they were approved and the date they were granted. In addition, the fair value of an RSU for accounting purposes is discounted for present value of dividends that are not paid on RSUs prior to vesting. Outperformance restricted stock units (OSUs) are variable performance-based restricted stock units. On January 30, 2018, Intel granted OSUs with a target amount of 2,102 shares to each non-employee director, with the exception of Dr. Lavizzo-Mourey, who was elected to the Board in March 2018. Dr. Lavizzo-Mourey was granted OSUs with a target amount of 1,422 shares on May 1, 2018. The grant date fair value of each director OSU grant was $106,600, with the exception of OSU grants to Dr. Lavizzo-Mourey, which had a grant date fair value of $93,400. Director OSUs granted in 2018 (including to Dr. Lavizzo-Mourey) vest in full on the 37-month anniversary of February 1, 2018 if the director is still serving at that time. In the event that a director both retires from the Board (at a time when he or she is either age 72 or older or has at least seven years of service on the Board) before the vesting date, and was re-elected to the Board at the next annual stockholders’ meeting following the grant of the OSUs, he or she will be able to retain the unvested awards; otherwise, if a director ceases to be a director before the next annual stockholders’ meeting, he or she will forfeit the unvested awards. The number of shares of Intel common stock that a director receives from this grant will range from 0% to 200% of the target amount, subject to the same performance payout conditions that are applicable to OSUs granted to our listed officers, as discussed below under “Compensation Discussion and Analysis; OSU Awards.” Directors will not receive dividend equivalents on unvested OSUs granted in 2018. Restricted stock units (RSUs) generally vest in equal annual installments over a three-year period from the grant date. On January 30, 2018, Intel granted each non-employee director 2,431 RSUs, with the exception of Dr. Lavizzo-Mourey, who was granted 1,778 shares on May 1, 2018. All director RSUs granted in 2018 (including to Dr. Lavizzo-Mourey) vest in equal annual installments over a three-year period beginning January 30, 2018. The grant date fair value of each director RSU grant was $114,400, with the exception of the RSU grant to Dr. Lavizzo-Mourey, which had a grant date fair value of $89,100. All RSU shares are payable upon retirement from the Board if a director is 72 years old or has at least seven years of service on the Board, provided that he or she was re-elected to the Board at the next annual stockholders’ meeting following the grant of the RSUs. Directors do not receive dividend equivalents on unvested RSUs. 2019 Changes. Beginning in 2019, the Board changed the annual equity grants to non-employee directors to align with the market and eliminated the grant of OSUs while maintaining the total target value of the equity grants (approximately $220,000). Pay Governance assisted the Corporate Governance and Nominating Committee’s review of the directors’ 2019 compensation and provided benchmarking data in support of the changes made by the Board. Annual equity grants are now in the form of 100% RSUs, and the grant and vesting of the RSUs align with the intended service on the Board, from election at the annual stockholders’ meeting to the date that is the earlier of the one-year anniversary of the grant date or the date immediately prior toof the next annual stockholders’ meeting. UponAll RSU shares are payable upon retirement followingfrom the grant date,Board if a director is 72 years old or has at least seven years of service on the director will be able to retain the unvested awards.Board. Directors will not receive dividend equivalents on unvested RSUs. Deferred Compensation Program. This program allows non-employee directors to defer their cash and equity compensation. Under the cash deferral program, directors may defer up to 100% of their cash compensation and receive an investment return on the deferred funds as if the funds were invested in Intel common stock. Participants receive credit for reinvestment of dividends under this cash deferral program. Plan participants must elect irrevocably to receive the deferred funds either in a lump sum or in equal annual installments over five or 10 years, and to begin receiving distributions either at retirement or at a future date not less than 24 months from the election date. This deferred cash compensation is an unsecured obligation for Intel. The equity deferral program allowsallowed directors to defer the settlement of their vested RSUs and OSUs until termination of service. Directors can elect to defer only RSUs only OSUs, or both, but the election must be all-or-nothing with respect to the type of equity award, applying to all RSUs, all OSUs, or all equity awards granted during the year, as applicable.beginning in 2019. Directors do not receive dividends on deferred RSUs and OSUs, except the terms of OSUs granted prior to 2017 generally provide that directors receive dividend equivalents on the final shares earned and vested, payable upon vesting in the form of additional shares. If a director elected to defer his or her OSUs granted prior to 2017, the settlement of these dividend equivalent shares will also be deferred along with the vested OSU shares, but further dividends are not earned or payable on any shares during the deferral period between vesting and settlement.   48 Director Compensation         2019 PROXY STATEMENT     Director Compensation  |  2020 PROXY STATEMENT   OUTSTANDING EQUITY AWARDS FOR DIRECTORS The following table provides information on the outstanding equity awards held at fiscal year-end 2018 2019 by the non-employee directors who served during fiscal 2018,2019, with OSUs shown at their target amount.amount unless otherwise specified. Market value is determined by multiplying the number of shares by the closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year.year unless otherwise specified. OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END 2018 2019 TABLE      STOCK UNITS STOCK UNITS   Name    Unvested RSUs1 (#)    Market Value of Unvested RSUs2 ($)    Unvested OSUs1,3 (#)    Market Value of Unvested OSUs2,3 ($)   Unvested RSUs1 (#) Market Value of Unvested RSUs2 ($) Unvested OSUs1,3 (#) Market Value of Unvested OSUs2,3 ($) Charlene Barshefsky4      —        —        5,155        255,900   Aneel Bhusri      11,422        534,000        7,257        354,200     —   —   —   — James J. Goetz   —   —   —   — Reed E. Hundt      5,644        263,900        7,257        354,200     6,872   412,900   4,025   234,688 Omar Ishrak      4,120        192,600        4,799        224,400     6,724   404,000   3,921   228,825 Risa Lavizzo-Mourey      1,778        83,100        1,422        66,500     7,331   440,400   1,422   85,434 Tsu-Jae King Liu      4,942        231,000        5,990        286,700     6,872   412,900   4,025   234,688 David S. Pottruck4      —        —        5,155        255,900   Gregory D. Smith      1,556        72,700        —        —     7,535   452,700   3,921   228,825 Andrew Wilson      3,629        169,700        3,634        169,900     7,289   437,900   3,135   184,518 Frank D. Yeary      5,644        263,900        7,257        354,200     6,872   412,900   4,025   234,688 David B. Yoffie4      —        —        5,155        255,900     1 Vested but deferred awards are excluded from this column. Awards in this column may vest and become payable or may be retained by the director, upon the director’s retirement from the Board, depending on the director’s age or length of service. OSUs granted in 2017 are shown at their actual payout amount and value (average of high and low stock prices) of $56.37 as of March 2, 2020. There are no dividend equivalent payments with the OSUs granted after 2016. 2 The market value of vested but deferred awards is excluded from this column. 3 On February 25, 2019, 14,852March 2, 2020, the 2017 OSU award resulted in a payout of shares vested with respect to the 2016 OSU grantMr. Hundt (1,923), Dr. Ishrak (1,819), Dr. Liu (1,923), Mr. Smith (1,819) and Mr. Wilson (1,033), with an actual value of $53.24$56.37 per share of Intel common stock on the payout date (directors other than Dr. Ishrak, date. Mr. Goetz and Dr. Lavizzo-Mourey Mr. Smith, did not receive the 2017 OSU award as they were not directors at that time, and Mr. Wilson received payoutsYeary had deferred receipt of the 2016his 2017 OSU grant)shares (1,923). 4 Ambassador Barshefsky, Mr. Pottruck, and Mr. Yoffie left the Board in May 2018. RSUs and OSUs granted to them prior to 2018 became vested under applicable retirement vesting terms, but the OSUs included in this table, with the exception of the OSUs granted in 2016 that settled in February 2019, have not yet been settled and remain outstanding, as the applicable performance periods for calculating the final OSU payouts have not yet ended. Non-Employee Director Stock Ownership Guidelines.Intel’s stock ownership guidelines state that each non-employee director must acquire and hold at least 15,000 shares of Intel common stockfive times (5x) the annual cash retainer amount within five years of joining the Board. After each succeeding five years of Board service, they must own an additional 5,000 shares (for example, 20,000 shares after 10 years of service). Unvested OSUs and unvested RSUs do not count toward this requirement. Deferred OSUs and RSUs count toward this requirement once they vest. As of December 29, 2018,28, 2019, each non-employee director nominee had met these ownership guidelines or still had time to do so. Equipment.Intel provides each non-employee director a laptop computer for personal use and offers each director the use of other equipment employing Intel® technology. Travel Expenses.Intel does not pay meeting fees. We reimburse our directors for their travel and related expenses in connection with attending Board meetings and Board-related activities, such as Intel site visits and sponsored events, as well as continuing education programs.       2019   2020 PROXY STATEMENT  |  Director Compensation      Director Compensation 49    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS   The Board’s Audit Committee is responsible for review, approval, or ratification of “related-person transactions” involving Intel or its subsidiaries and related persons. Under SEC rules, a related person is a director, officer, nominee for director since the beginning of the previous fiscal year, or a greater than 5% beneficial owner of the company at the time of the applicable transaction, and their immediate family members. Intel has adopted written policies and procedures that apply to any transaction or series of transactions in which the company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest. The Audit Committee has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:   any transaction with another company for which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s shares, if the amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue;   any charitable contribution, grant, or endowment by Intel or the Intel Foundation to a charitable organization, foundation, or university for which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts, or any matching contribution, grant, or endowment by the Intel Foundation;   compensation to executive officers determined by the Compensation Committee;   compensation to directors determined by the Board;   transactions in which all security holders receive proportional benefits; and   banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service. Intel personnel in the Legal and Finance departments review transactions involving related persons that are not included in one of the preceding categories. If they determine that a related person could have a significant interest in such a transaction, the transaction is forwarded to the Audit Committee for review. The Audit Committee determines whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. The Audit Committee reviews all material facts related to the transaction and takes into account, among other factors it deems appropriate, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent of the related person’s interest in the transaction; and, if applicable, the availability of other sources of comparable products or services. Since the beginning of 2018,2019, there were no related-person transactions under the relevant standards.   50   Certain Relationships and Related Transactions       2019|  2020 PROXY STATEMENT        CODE OF CONDUCT   Our Code of Conduct applies to ournon-employee directors with respect to their Intel-related activities, as well as to our executive officers and all other employees. We expect our directors, executives, and other employees to avoid any activity that is or has the appearance of being a conflict of interest with Intel. This includes not engaging in activities that compete with or are adverse to Intel, or that interfere with the proper performance of duties or responsibilities to Intel, and not using confidential company information, company assets, or their position at Intel for personal gain in violation of our policy. Directors and executive officers must inform us of any situation that may be perceived as a conflict of interest with Intel, and the Board oversees the resolution of any potential conflicts. The Board oversees resolution of any conflict or apparent conflict involving a director or executive officer, and may enlist the Legal Department to determine whether a conflict exists, and if so, how to resolve it. Any waivers of these conflict rules with regard to a director or an executive officer require the prior approval of the Board. Our Code of Conduct is our code-of-ethics document. Our Code of Conduct is posted onin the Corporate Governance section of our website atwww.intel.com. We intend to disclose future amendments to certain portions of the Code of Conduct or waivers of such provisions granted to executive officers and directors on our website within four business days following the date of such amendment or waiver.       2019   2020 PROXY STATEMENT  |  Code of Conduct      Code of Conduct 51    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   The following table presents the beneficial ownership of our common stock by beneficial owners of more than 5% of our common stock, each of our directors and listed officers, and all of our directors and executive officers as a group. This information is as of March 3, 2019,2020, except as otherwise indicated in the notes to the table. Amounts reported under “Number of Shares of Common Stock Beneficially Owned as of March 3, 2019”2020” include the number of shares subject to RSUs and stock options that become exercisable or vest within 60 days of such date (which are shown in the columns to the right). Our listed officers are the five current executive officers and one former executive officersofficer identified below in the “Compensation Discussion and Analysis” section of this proxy statement. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment power with respect to the securities listed.   Stockholder    Number of Shares of Common Stock Beneficially Owned as of March 3, 2019    Percent of Class    Number of Shares Subject to Options Exercisable as of March 3, 2019 or Which Become Exercisable Within 60 Days of This Date    Number of RSUs That Vest Within 60 Days of March 3, 2019    Number of Shares of Common Stock Beneficially Owned as of     March 3, 2020        Percent     of Class        Number of Shares Subject to Options Exercisable as of March 3, 2020 or Which     Become Exercisable     Within 60 Days of This Date    Number of RSUs     That Vest Within     60 Days of March 3, 2020 The Vanguard Group, Inc.      364,198,708 (1)        7.97                          361,022,662     1                   8.43                       BlackRock, Inc.      301,601,975 (2)        6.60                          302,731,966     2                   7.07                       Directors and Listed Officers                                                   Andy D. Bryant, Chairman of the Board      459,767 (3)        **                    —        13,928     Brian M. Krzanich, Former Chief Executive Officer      253,590 (4)        **        —        —     Robert H. Swan, Chief Executive Officer (Prior Interim CEO and Executive Vice President, CFO)      158,549 (5)        **        —        12,345     Venkata Renduchintala, Group President, Technology, Systems Architecture & Client Group, and Chief Engineering Officer      123,565        **        —        8,721     Steven R. Rodgers, Executive Vice President and General Counsel      92,025        **        —        18,715     Navin Shenoy, Executive Vice President and General Manager, Data Center Group      76,718        **        —        26,291     Andy D. Bryant, Director and Executive Advisor              423,718     3                   **                                  —                    12,318       Robert H. Swan, Chief Executive Officer              294,304     4                   **                      —                    13,597       James J. Goetz, Director              172,720                    **                      —                    —       Dr. Venkata S.M. Renduchintala, Group President, Client and IoT Businesses and System Architecture Group, Chief Engineering Officer                150,243                **                —              7,902   Gregory M. Bryant, General Manager, Client Computing Group                100,098     5                   **                      —                    7,755     Navin Shenoy, Executive Vice President, General Manager, Data Platforms Group                94,126                    **                      —                    8,347     Frank D. Yeary, Director      73,631 (6)        **        —        2,613                54,990     7                   **                      —                    5,069         Reed E. Hundt, Director      57,013        **        —        2,613                53,195                    **                      —                    5,069         Aneel Bhusri, Director      27,121 (7)        **        —        —     George S. Davis, Executive Vice President, Chief Financial Officer                50,419     6                   **                      —                    17,262     Todd M. Underwood, Former Interim Chief Financial Officer                21,940                    **                      —                    16,283     Alyssa Henry, Director        15,400        **          —        — Tsu-Jae King Liu, Director      5,408        **        —        —          9,134        **          —        —   Omar Ishrak, Director      2,935        **        —        —     Omar Ishrak, Chairman of the Board        6,409        **          —        — Gregory D. Smith, Director      2,910 (8)        **        —        —                6,384     8                   **                      —                    —         Andrew Wilson, Director      2,009 (9)        **        —        —                4,451     9                   **                      —                    —         Risa Lavizzo-Mourey, Director      593        **        —        —                3,072     10                   **                      —                    —         All directors and executive officers as a group (14 individuals)      1,096,112 (10)        **        —        90,918     All directors and executive officers as a group (16 individuals)                1,569,735     11                   **                      —                    84,230     ** Less than 1% 1 As of December 31, 2018,2019, based on information set forth in a Schedule 13G13G/A filed with the SEC on February 13, 201912, 2020 by The Vanguard Group (Vanguard). Vanguard’s business address is 100 Vanguard Blvd., Malvern, PA 19355. Represents (i) 357,948,017353,707,614 shares for which Vanguard has sole dispositive power, (ii) 6,250,6917,315,048 shares for which Vanguard has shared dispositive power, (iii) 5,322,8216,487,143 shares for which Vanguard has sole voting power, and (iv) 1,037,6191,229,472 shares for which Vanguard has shared voting power. 2 As of December 31, 2018,2019, based on information set forth in a Schedule 13G/A filed with the SEC on February 4, 20195, 2020 by BlackRock, Inc. (BlackRock). BlackRock’s business address is 55 East 52nd St., New York, NY 10055. Represents (i) 301,601,975302,731,966 shares for which BlackRock has sole dispositive power, (ii) no shares for which BlackRock has shared dispositive power, (iii) 257,074,836253,687,688 shares for which BlackRock has sole voting power, and (iv) no shares for which BlackRock has shared voting power. 52 Security Ownership of Certain Beneficial Owners and Management  |  2020 PROXY STATEMENT   3 Includes 1,148 shares held jointly with Mr. Bryant’s spouse for which Mr. Bryant shares voting and investment power. 4 Represents Mr. Krzanich’s holdings, including the number of shares subject to RSUs and stock options that became exercisable or vested within 60 days, as of June 20, 2018, his last date of employment. 5  Includes 3,364 shares held in family trust for which Mr. Swan shares voting and investment power. 65  Includes 52,54835 shares held jointly with Mr. Bryant’s children for which Mr. Bryant shares voting and investment power. 6 Includes 1,540 shares held in family trust for which Mr. Davis shares voting and investment power. 7 Includes 46,195 held in family trust for which Mr. Yeary shares voting and investment power. 52 Security Ownership of Certain Beneficial Ownerspower and Management         2019 PROXY STATEMENT 7 Includes 19,9991,923 deferred but vested RSUs held by Mr. Bhusri.Yeary. 8 Includes 410 shares held in a revocable trust by Mr. Smith’s spouse. Also includes 8111,621 deferred but vested RSUs held by Mr. Smith. 9 Includes 8111,621 deferred but vested RSUs held by Mr. Wilson. 10 Includes 1,887 deferred but vested RSUs held by Dr. Lavizzo-Mourey. 11 Excludes Mr. Krzanich as heUnderwood who ceased to be an executive officer on April 2, 2019, and includes Mr. Andy Bryant as of June 20, 2018. Includes Mr. Todd Underwood, who was an executive officer as of March 3, 2019.a Director.       2019   2020 PROXY STATEMENT   |  Security Ownership of Certain Beneficial Owners and Management    53    PROPOSAL 22:   RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee evaluates the selection of independent auditors each year and has selected Ernst & Young LLP (Ernst & Young) as our independent registered public accounting firm for the current year. Ernst & Young has served in this role since Intel was incorporated in 1968. Representatives of Ernst & Young attended all meetings of the Audit Committee in 20182019 except those meetings specifically related to litigation and subject to attorney-client privilege. Independence of Ernst & Young.The Audit Committee concluded that many factors contribute to the continued support of Ernst & Young’s independence, such as the oversight ofby the Public Company Accounting Oversight Board (PCAOB) through the establishment of audit, quality, ethics, and independence standards in addition to conducting audit inspections; the mandating of reports on internal control over financial reporting; PCAOB requirements for audit partner rotation; and limitations imposed by regulation and by the Audit Committee on non-audit services provided by Ernst & Young. The Audit Committee has established, and monitors, limits on the amount of non-audit services that Intel may obtain from Ernst & Young. Under the auditor independence rules, Ernst & Young reviews its independence each year and delivers to the Audit Committee a letter addressing matters prescribed under those rules. Regular Rotation of Primary Engagement Partner.In accordance with applicable rules on partner rotation, Ernst & Young’s primary engagement partner for our audit was changed in 2015,2020, while Ernst & Young’s concurring/reviewing partner for our audit was most recently changed in 2019. The Audit Committee is involved in considering the selection of Ernst & Young’s primary engagement partner when there is a rotation. Pre-Approval Policies.The Audit Committee pre-approves and reviews audit and non-audit services performed by Ernst & Young, as well as the fees charged by Ernst & Young for such services. In its pre-approval and review of non-audit service fees, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditors’ independence. Factors Considered in Deciding to Re-Engage Ernst & Young.The Audit Committee considers a number of factors in deciding whether to re-engage Ernst & Young as the independent registered public accounting firm, including the length of time the firm has served in this role and an assessment of the firm’s professional qualifications and resources. In this regard, the Audit Committee considered that Intel requires global, standardized, and well-coordinated services, not only for audit purposes, but for other non-audit services items, including statutory audits and various regulatory certification items, such as valuation support, IT consulting, and payroll services. Many of these services are provided to Intel by other multinational audit and accounting firms. A change in our independent auditor would require us to replace one or more of the multinational service providers that perform non-audit services for Intel and could significantly disrupt our business due to loss of cumulative knowledge in the service providers’ areas of expertise. Why We Are Asking Stockholders to Ratify Our Selection of Ernst & Young.As a matter of good corporate governance, the Board submits the selection of the independent audit firm to our stockholders for ratification. If the selection of Ernst & Young is not ratified by a majority of the shares of common stock present or represented during the annual meeting and entitled to vote on the matter, the Audit Committee will review its future selection of an independent registered public accounting firm in light of that vote result. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different registered public accounting firm at any time during the year if the committee determines that such change would be appropriate. Ernst & Young Expected to Attend Annual Meeting.We expect that a representative of Ernst & Young will attend the annual meeting, and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders. For additional information concerning the Audit Committee and its activities with Ernst & Young, see “Corporate Governance” and “Report of the Audit Committee” in this proxy statement.     54   Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm       2019|  2020 PROXY STATEMENT     ERNST & YOUNG LLP’S FEES FOR 20182019 AND 20172018 The following table shows the fees billed by Ernst & Young for audit and other services provided for fiscal years 20182019 and 2017.2018. All figures are net of value-added tax and other similar taxes assessed by non-U.S. jurisdictions on the amount billed by Ernst & Young. All of the services reflected in the following fee table were approved in conformity with the Audit Committee’s pre-approval process, as described in the “Report of the Audit Committee” in this proxy statement.         2018 Fees ($)    2017 Fees ($) Audit Services      16,470,000        26,059,000   Audit-Related Services      1,016,000        1,031,000   Tax Services      1,798,000        1,944,000   All Other Services      90,000        90,000   Total      19,374,000        29,124,000         2019 ($)    2018 ($) Audit Fees      16,524,000        16,470,000   Audit-Related Fees      1,028,000        1,016,000   Tax Fees      955,000        1,798,000   All Other Fees      90,000        90,000   Total      18,597,000        19,374,000   Audit Services.Fees. This category includes Ernst & Young’s audit of our annual financial statements and internal control over financial reporting, review of financial statements included in our Form 10-Q quarterly reports, and services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes statutory audits required by non-U.S. jurisdictions; consultation and advice on new accounting pronouncements, and technical advice on various accounting matters related to the consolidated financial statements or statutory financial statements that are required to be filed by non-U.S. jurisdictions; comfort letters; and consents issued in connection with SEC filings or private placement documents. Audit-Related Services.Fees.This category consists of assurance and related services provided by Ernst & Young that are reasonably related to the performance of the audit or review of our financial statements, and are not included in the fees reported in the table above under “Audit Services.Fees.” The services for the fees disclosed under this category primarily include audits of Intel employee benefit plans. Tax Services.Fees.This category consists of tax services provided with respect to tax consulting, tax compliance, tax audit assistance, tax planning, expatriate tax services, and transfer pricing. All Other Services.Fees.This category consists of any permitted services provided by Ernst & Young that are not included in the category descriptions defined above under “Audit Services,Fees,” “Audit-Related Services,Fees,” or “Tax Services”Fees” and includes other regulatory requirements such as Conflict Minerals reporting.     RECOMMENDATION OF THE BOARD The Board of Directors recommends that you vote “FOR” the ratification of the selection of Ernst & Young as our independent registered public accounting firm for 2019.fiscal year 2020.       2019   2020 PROXY STATEMENT   |  Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm    55    REPORT OF THE AUDIT COMMITTEE   During 2018, four 2019, only non-management directors comprised the Audit Committee. The Board determined that each member of the Audit Committee is independent under the Nasdaq listing standards. The Audit Committee operates under a written charter adopted by the Board. As described more fully in its charter, the purpose of the Audit Committee is to assist the Board in its general oversight of Intel’s financial reporting, internal controls, and audit functions. Management Responsibilities.Management is responsible for the preparation, presentation, and integrity of Intel’s financial statements; accounting and financial reporting principles; internal controls; and procedures designed to reasonably assure compliance with accounting standards, applicable laws and regulations, and the company’s ethical standards. Intel has a full-time Internal Audit department that reports to the Audit Committee and to management. This department is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of Intel’s system of internal controls related to, for example, the reliability and integrity of Intel’s financial information and the safeguarding of Intel’s assets. Independent Auditor Responsibilities.Ernst & Young LLP, Intel’s independent registered public accounting firm, is responsible for performing an independent audit of Intel’s consolidated financial statements in accordance with generally accepted auditing standards and expressing an opinion on the effectiveness of Intel’s internal control over financial reporting. In accordance with applicable law, the Audit Committee has ultimate authority and responsibility for selecting, compensating, evaluating, and, when appropriate, replacing Intel’s independent audit firm, and evaluates its independence. The Audit Committee has the authority to engage its own outside advisors, including experts in particular areas of accounting, as it determines appropriate, apart from counsel or advisors hired by management. Committee Responsibilities.Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent audit firm; nor can the Audit Committee certify that the independent audit firm is “independent” under applicable rules. The Audit Committee serves a Board-level oversight role in which it helps establish the appropriate “tone at the top” and provides advice, counsel, and direction to management and to the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee members in business, financial, and accounting matters. Committee Oversight of Financial Reporting.The Audit Committee’s agenda for the year includes reviewing Intel’s financial statements, internal control over financial reporting, and audit and other matters. The Audit Committee meets each quarter with Ernst & Young, Intel’s Chief Audit Executive, and management to review Intel’s interim financial results (including the use of any non-GAAP measures) before the publication of Intel’s quarterly earnings news releases. Management’s and the independent audit firm’s presentations to, and discussions with, the Audit Committee cover various topics and events that may have significant financial impact or are the subject of discussions between management and the independent audit firm.firm (including, for example, implementation of new accounting standards). The Audit Committee reviews and discusses with management and the Chief Audit Executive Intel’s major financial risk exposures and the steps that management has taken to monitor and control such exposures. In accordance with applicable law, the Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints received by Intel regarding accounting, internal accounting controls, or auditing matters, including confidential, anonymous submissions by Intel’s employees, received through established procedures, of any concerns regarding questionable accounting or auditing matters. Committee Oversight of Internal Auditor and Independent Audit Firm.Among other matters, the Audit Committee monitors the activities and performance of Intel’s internal auditors and independent registered public accounting firm, including the audit scope, external audit fees, auditor independence matters, and the extent to which the independent audit firm can be retained to perform non-audit services. In accordance with Audit Committee policy and legal requirements, the Audit Committee pre-approves all services to be provided by Ernst & Young. Pre-approval includes audit services, audit-related services, tax services, and other services. In some cases, the full Audit Committee provides pre-approval for as long as a year related to a particular category of service, or a particular defined scope of work subject to a specific budget. In other cases, the Audit Committee has delegated authority to its chair to pre-approve additional services, and the chair then communicates such pre-approvals to the full Audit Committee. The Audit Committee is responsible for overseeing the fee negotiations associated with the retention of our independent audit firm. The Audit Committee believes that the continued retention of Ernst & Young as our independent audit firm is in the best interests of our stockholders. Committee Oversight of Internal Control Over Financial Reporting.The Audit Committee has reviewed and discussed with management, our management’s assessment of and report on the effectiveness of Intel’s internal control over financial reporting as of December 29, 2018,28, 2019, which it made based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). The Audit Committee also has reviewed and discussed with Ernst & Young its review and report on Intel’s internal control over financial reporting. Intel published these reports in its Annual Report on Form 10-K for the year ended December 29, 2018,28, 2019, which Intel filed with the SEC on February 1, 2019.January 24, 2020.     56   Report of the Audit Committee       2019|  2020 PROXY STATEMENT     Required Committee Discussions and Communications.The Audit Committee has reviewed and discussed the audited financial statements for fiscal year 20182019 with management and Ernst & Young, and management represented to the Audit Committee that Intel’s audited financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP). In addition, the Audit Committee has discussed with Ernst & Young, and Ernst & Young represented that its presentations to the Audit Committee included, the matters required to be discussed with the independent registered public accounting firm by applicable PCAOB rules regarding “Communication with Audit Committees.”rules. This review included a discussion with management and Ernst & Young of the quality, not merely the acceptability, of Intel’s accounting principles, the reasonableness of significant estimates and judgments, and the clarity of disclosure in Intel’s financial statements, including the disclosures related to critical accounting estimates.estimates and critical audit matters. Intel’s independent audit firm has provided the Audit Committee with the written disclosures and the letter required by the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent audit firm and management that firm’s independence. Recommendation.In reliance on these reviews and discussions, and the reports of Ernst & Young, the Audit Committee has recommended to the Board, and the Board has approved, the inclusion of the audited financial statements in Intel’s 2019 Annual Report on Form 10-K for the year ended December 29, 2018.28, 2019. Audit Committee Greg D. Smith, Chairman Frank D. Yeary Reed E. Hundt Tsu-Jae King Liu       2019   2020 PROXY STATEMENT   |  Report of the Audit Committee    57    PROPOSAL 33:   ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION OF OUR LISTED OFFICERS We are asking stockholders to approve, on an advisory basis, the compensation of Intel’s listed officers disclosed in “Compensation Discussion and Analysis,” the Summary Compensation Table, and the related compensation tables, notes, and narrative in this proxy statement. As a matter of good corporate governance, in 2009 Intel voluntarily began to provide stockholders with an advisory “say on pay” vote on executive compensation. Beginning in 2011, Section 14A of the Securities Exchange Act of 1934, as amended, made this practice mandatory for U.S. public companies. In addition, at Intel’s 2017 Annual Stockholders’ Meeting, a majority of our stockholders voted in favor of holding an advisory vote to approve the executive compensation of our listed officers every year. The Board considered these voting results and decided to adopt (and maintain) a policy providing for an annual advisory stockholder vote to approve our executive compensation. We are therefore holding this year’s advisory vote in accordance with that policy and pursuant to U.S. securities laws and regulations. Intel’s compensation programs are designed to support its business goals and promote short- and long-term profitable growth of the company. Intel’s equity plans are intended to align compensation with the long-term interests of our stockholders. We urge stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. We also encourage you to review the Summary Compensation Table and other related compensation tables and narratives, which provide detailed information on the compensation of our listed officers. The Board and the Compensation Committee believe that the policies and procedures described and explained in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our listed officers reported in this proxy statement has supported and contributed to the company’s recent and long-term success. Although this advisory vote to approve the executive compensation of our listed officers is non-binding, the Compensation Committee will carefully assess the voting results. The “Compensation Discussion and Analysis” in this proxy statement discusses our stockholder engagement efforts over the past year and reflects our commitment to consult directly with stockholders to better understand any significant views expressed in the context of matters voted upon at our annual stockholders’ meetings. Unless the Board modifies its policy on the frequency of holding “say on pay” advisory votes, the next “say on pay” advisory vote will occur at the 20202021 Annual Stockholders’ Meeting.     RECOMMENDATION OF THE BOARD The Board of Directors recommends that you vote “FOR” approval of the executive compensation of Intel’s listed officers on an advisory basis.         58   Proposal 3: Advisory Vote to Approve Executive Compensation of Our Listed Officers       2019|  2020 PROXY STATEMENT        COMPENSATION DISCUSSION AND ANALYSIS     20182019 LISTED OFFICERS   Robert (“Bob”) H. Swan Chief Executive Officer (effective January 30, 2019) (Interim Chief Executive Officer and Executive Vice President, Chief Financial Officer)   Steven R. RodgersGeorge S. Davis Executive Vice President General CounselChief Financial Officer (effective April 3, 2019) Todd M. Underwood Corporate Vice President Chief Financial Officer, Client Computing Group (Former Interim Chief Financial Officer from February 1, 2019 through April 2, 2019)   Dr. Venkata S.M. (“Murthy”) Renduchintala Executive Vice President Group President, Technology, Systems Architecture and Client Group, and Chief Engineering Officer   Navin Shenoy Executive Vice President General Manager, Data CenterPlatforms Group   BrianGregory M. KrzanichBryant Former Chief Executive OfficerVice President General Manager, Client Computing Group (effective September 12, 2019)     This section of the proxy statement explains how the Compensation Committee of the Board of Directors oversees our executive compensation programs and discusses the compensation earned by Intel’s listed officers, as presented in the tables below under “Executive Compensation.” This Compensation Discussion and Analysis is composed of fourthree sections:   Executive Summary—HighlightsKey elements of compensation for our listed officers;officers, including a discussion of our multi-year transformation, 2019 “say on pay” results, and robust investor engagement efforts;   Investor Engagement and the 2018 “Say on Pay” Vote—A discussion of the 2018 “say on pay” results; 20182019 Compensation of Our Listed Officers—Details on our executive compensation programs and the individual compensation of our listed officers; and   Other Aspects of Our Executive Compensation Programs—A discussion of our compensation framework, our use of peer group data, and other policies and processespractices related to our executive compensation programs. The roles of our 2018 listed officers have changed since the beginning of 2018. On June 20, 2018, Brian M. Krzanich resigned as Chief Executive Officer (CEO) of Intel and a member of the Board of Directors. Our Board of Directors on the same day appointed Chief Financial Officer (CFO) Robert H. Swan interim CEO. In May 2018, Steven R. Rodgers was appointed an executive officer of Intel. On January 30, 2019, our Board of Directors appointed Mr. Swan Intel’s CEO. Detailed compensation tables that quantify and further explain our listed officers’ compensation follow this Compensation Discussion and Analysis.     EXECUTIVE SUMMARY 2018 was a yearIntel is in the middle of challenges, transition, and ultimately great financial success for Intel, as demonstrated by the achievement of our revenue growth, operating income growth, and EPS growth goals for the year. During the second half of 2018, we began a leadership transition with the promotion of Mr. Swan to the interim CEO role, and he and our leadership team continued our strategic transformation. Mr. Swan led Intel through a successful year in 2018, and on January 30, 2019 was appointed our permanent CEO and a memberone of the Boardmost significant transformations in our history, moving from a PC-centric company to a data-centric company. The exponential growth of Directors. 2019 PROXY STATEMENT       Compensation Discussion and Analysis 59 LISTED OFFICER PAY OVERVIEW Intel’s executive compensation programsdata is reshaping computing and expanding our opportunity, and we are designedevolving our strategy, culture, and leadership to complement and implement our growth strategy. The table below shows our pay elements and the purposes they serve:successfully execute this transition.   STRATEGIC TRANSFORMATION CULTURAL TRANSFORMATION LEADERSHIP TRANSFORMATION   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 59 STRATEGIC TRANSFORMATION As Intel continues its transformation from a PC-centric company with a server business to a data-centric company, our opportunity and our ambitions have never been greater, and we are actively investing to lead data-driven technology inflections that position us to play a bigger role in the success of our customers. This transformation continued in 2019 with record financial performance, strong demand, and achievement of critical product milestones. In 2019, 48% of our revenue came from our data-centric businesses. The opportunity ahead is the largest in our history, and we have an unparalleled array of assets to pursue it. We expect the data-centric business to continue driving an increasing percentage of our revenues going forward. OUR LONG-TERM STRATEGY Make the world’s best semiconductors. Moore’s Law, a law of economics predicted by Intel’s co-founder Gordon Moore more than 50 years ago, continues to be a strategic priority and differentiator. Lead technology inflections. Our strategic intent is to lead in key technology inflections that are fundamentally changing computing and communications. Be the leading end-to-end platform provider for the new data world. Customers look to Intel for our end-to-end capability to deliver solutions that enable customers to move faster, store more, and process everything. Relentless focus on operational excellence and efficiency. Operational excellence helps us fund the expansion of our TAM through big-bet investments. Continue to hire, develop, and retain the best, most diverse, and inclusive talent. At the core of our organization are highly skilled, diverse, and talented people capable of accelerating as one team in everything we do. CULTURAL TRANSFORMATION Competing to win in the huge data-centric opportunity means we need to play offense, and we are fully committed to evolving our culture to ensure that our employees are equipped to rise to this challenge as we continue our transformation. This cultural evolution touches everything, from the way we work together, serve our customers, and make decisions, to how we reward performance, promote our people, and enable our workplace with technology. In 2019, we identified the cultural attributes and resulting behaviors required for our evolution, including a “One Intel” mindset shift that will increase value to our customers by removing the barriers that limit collaboration across teams. Our leaders generated awareness of these attributes throughout the company as a way to enable improved execution. We replaced our 40-year-old performance management system with a new structure that enforces individual accountability and promotes innovation, problem solving, and collaboration. We are increasing our ability to differentiate top performers and are actively encouraging new ways of thinking that support our culture evolution and increase focus on promoting thoughtful risk-taking. The Compensation Committee is responsible for overseeing culture and human capital, and our leaders are being held accountable by the Board for making meaningful progress on evolving our culture. LEADERSHIP TRANSFORMATION Since the launch of our strategic transformation, we have made significant changes in our leadership team to position the company for continued strong, sustainable growth through this critical time of change. Following a rigorous and extensive CEO search both internally and externally and after strong performance as interim Chief Executive Officer (CEO), Mr. Swan was appointed Intel’s permanent CEO and a member of the Board of Directors in January 2019, with the mandate to carry forward our strategic transformation from a PC-centric to a data-centric company. His commitment to, and ability to immediately embrace and advance, our strategic transformation plan were important factors in the Board’s selection of Mr. Swan as our CEO. In addition to the appointment of Mr. Swan as our CEO, we have made a number of additional leadership changes to support our strategic transformation: Concurrent with Mr. Swan’s appointment as CEO, the Board appointed Todd M. Underwood, our then Vice President of Finance and Director of Corporate Planning and Reporting, as our interim Chief Financial Officer (CFO). In April 2019, the Board appointed George S. Davis as our CFO, and Mr. Underwood returned to his prior role. Accordingly, Mr. Underwood is a listed officer for 2019 due to his service as interim CFO, but he is not a current Intel executive officer. 60 Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   In June 2019, the Board appointed Sandra L. Rivera as our Chief People Officer to lead our cultural transformation. In September 2019, Gregory M. Bryant was promoted to Executive Vice President, General Manager, Client Computing Group (CCG) and became an Intel executive officer. CCG is Intel’s largest business group, generating 52% of our revenue in 2019. The Board is confident that our management team is the right group to position the company for continued strong, sustainable growth through this critical time of change. To support successful leadership transitions in 2018 and 2019, the Compensation Committee designed compensation programs that incentivize our executives to deliver on the full potential of our ongoing transformation. STRATEGIC GROWTH EQUITY AWARDS FOR LEADERSHIP TEAM As described in last year’s proxy statement and discussed extensively with our stockholders both leading up to and following our 2019 Annual Stockholders’ Meeting, as one of the key ways to incentivize management to deliver on the full potential of our business transformation, the Compensation Committee granted Mr. Swan and other executives the Strategic Growth Equity Awards. Background. In early 2019, when considering the potential awards to facilitate Intel’s five-year strategy and incentivize our new CEO, the Compensation Committee recognized that this was a pivotal moment for the company. We were at a unique juncture with the departure of our former CEO and were facing a challenging business environment brought about by our entrance into new markets and threats to our current market position. Our extensive CEO search process demonstrated to the Compensation Committee and our Board the intense demand and competition for capable leaders in our industry, while reinforcing both the strength and capabilities of our existing senior executive team and the importance of consistency and commitment through our strategic transformation. With Mr. Swan’s appointment as CEO , the Compensation Committee wanted to underscore the importance of our five-year strategy by directly basing his and other critical leaders’ long-term incentive compensation on its success in creating long-term stockholder value. As part of the strategic plan to lead key technology inflections, the company made significant investments in areas such as autonomous driving, artificial intelligence, and 5G network transformation. At this key moment, the Compensation Committee developed a targeted set of Strategic Growth Equity Awards to incentivize and align management to realize the Board’s strategic plan in a way that creates meaningful and long-term value for our stockholders. The five-year performance period chosen by the Compensation Committee for these awards aligns with Intel’s five-year strategic plan. The Compensation Committee believed the magnitude of the awards to our CEO was commensurate with, and appropriate for, the size and complexity of Intel’s businesses and the magnitude of the ambitious task of delivering on the full potential of our ongoing transformation (which is one of the most significant business transformations in Intel’s history), as seen below in the increase in the market capitalization required to realize the value of these awards at threshold, target, and maximum opportunities. Award Structure and Performance Alignment. The Strategic Growth Equity Awards, comprising performance-based stock options (Performance Options) and performance-based restricted stock units (Performance Units), make long-term value creation for stockholders an absolute prerequisite of any payout. The awards only pay out if stockholders see a strong and sustained increase in our stock price. The Compensation Committee established rigorous vesting standards that are conditioned on our stock price performance and took into account both our historic trading stock price and the near-term challenges that the strategic transformation entails: threshold vesting for Performance Units requires 30% stock price appreciation, representing a stock price higher than Intel’s stock price at any time during the preceding 17 years and a $66 billion increase in market capitalization; the Performance Options are only exercisable if this threshold condition is met within five years; target vesting for Performance Units requires 50% stock price appreciation, representing a stock price just shy of Intel’s all-time high and a $110 billion increase in market capitalization; and maximum vesting for Performance Units requires stock price growth of 100%, representing a stock price significantly above Intel’s all-time highest stock price and significantly above Intel’s stock price performance over the prior five years, and a $220 billion increase in market capitalization.   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 61 - Stock Price Performance and Growth Goals The Compensation Committee discussed extensively the use of other performance metrics, but ultimately determined that stock price growth was the most appropriate criteria for assessing Intel’s performance for purposes of the Strategic Growth Equity Awards, as well as the most complementary to our existing executive compensation programs that already utilize absolute and relative net income growth, relative total stockholder return (TSR), earnings per share (EPS), and operational performance metrics. While the market has responded favorably to our performance during 2019, our Compensation Committee recognized that our leaders must continue to execute and perform in order to generate and maintain long-term value for our stockholders. Accordingly, the awards contain multiple restrictions intended to ensure a long-term focus and mitigate incentives for short-term risk-taking, including multi-year vesting schedules and a cap and forfeiture requirement if the threshold stock price goal is not maintained. Detailed information on the Strategic Growth Equity Awards can be found below in “2019 Compensation of Our Listed Officers; Strategic Growth Equity Awards” on page 71 of this proxy statement. The Compensation Committee views these awards as a one-time supplement to our regular compensation program and has no intention to grant additional one-time equity awards to any of our current executive officers. ADDITIONAL 2019 CEO TRANSITION-RELATED COMPENSATION DECISIONS As described in last year’s proxy statement, the Compensation Committee granted Mr. Swan additional performance-based restricted stock units (Cash Incentive-Related PSUs) as part of his promotional CEO compensation package. These awards vest based on the extent to which performance goals under our annual executive incentive cash plan are achieved over a two- and three-year period. 62 Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   CEO PERFORMANCE AWARD PORTFOLIO Purpose Cash Incentive Related PSUs 2-3 years Strategic Growth performance units 5 years Strategic Growth stock options up to 10 years Delivery of short-term operational & financial goals that facilitate long-term growth Portfolio encourages continued focus across different time horizons, with vesting subject to achievement of strong share price growth through Intels transformation, with robust safeguards to mitigate short-term risk-taking The Compensation Committee wanted to provide that Mr. Swan’s promotional equity awards were fully at risk, performance-based, and balanced between intermediate and long-term performance periods: (i) Performance Units linked to stock price specific goals with a five-year performance period, (ii) Performance Options with a stock price vesting and exercisability condition that must be met within five years and have growth potential up to 10 years, and (iii) Cash Incentive-Related PSUs linked to our ongoing financial and operating performance as measured over a two- and three-year period. All these awards are subject to forfeiture if threshold performance conditions are not achieved. Given the unique nature of these awards, particularly the Strategic Growth Equity Awards that tie significant compensation to significant creation of value over the next five years, the Compensation Committee also deemed it advisable and in the company’s best interests to grant regular annual equity awards to Mr. Swan and our other listed officers to avoid creating an “all or nothing” compensation structure that could promote excessive risk-taking and create retention risks at a pivotal time for the company. Mr. Swan’s annual total direct compensation, which includes these annual equity grants, is targeted to be at market median. Additional details of Mr. Swan’s promotional equity awards can be found below in “2019 Compensation of Our Listed Officers; Promotion and New Hire Compensation” on page 69. INVESTOR ENGAGEMENT AND THE 2019 “SAY ON PAY” VOTE Total Contacted Total Engaged Director Engaged In 2019, we received approximately 60% support for our “say on pay” vote. Prior to the 2019 Annual Stockholders’ Meeting and during the second half of 2019, we pursued multiple avenues for additional investor engagement, including in-person and teleconference meetings with our major stockholders. Our engagement team included representatives from our Compensation & Benefits, Governance, Investor Relations, Corporate Responsibility, and Legal teams. In total, we contacted stockholders holding 48.1% of our outstanding stock and held meetings with stockholders representing 38.9% of our outstanding stock, over the course of 50 engagements. During these meetings, we discussed a variety of topics including our 2019 executive compensation decisions and 2019 “say on pay” vote. Dr. Ishrak, who previously chaired the Compensation Committee and is now chairman of the Board, joined engagement conversations with stockholders representing 28.0% of our outstanding stock. The Board was concerned about last year’s “say on pay” vote, and a significant portion of our 2019 stockholder engagement program was dedicated to discussing and soliciting feedback on our executive compensation philosophy, strategy, and practices. The feedback we received regarding the overall structure of our executive compensation program was overwhelmingly positive.   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 63 Based on our discussions with stockholders, we believe that the low vote primarily reflected a desire for additional detail on the rationale for the Strategic Growth Equity Awards for Mr. Swan in 2019 and concern about their size. Due to the timing of Mr. Swan’s awards, which occurred just before the 2019 proxy statement was published, we believe many stockholders treated the “say on pay” vote as a referendum on Mr. Swan’s awards and our 2019 compensation decisions. In hindsight, even though our 2019 proxy statement was focused on 2018 compensation decisions, we would have provided more detail on the rationale for these awards and 2019 decisions last year. As discussed in this section, the Compensation Committee views these awards as a one-time event that reflected our unique circumstances in 2019, including the CEO transition, business transformation, and the critical importance of having a highly motivated and engaged management team execute our strategic plan. The table below summarizes the questions and concerns raised by our stockholders and how our Compensation Committee has addressed these matters. PURPOSEWHAT WE HEARD FROM INVESTORS    PAY ELEMENTOUR PERSPECTIVE / HOW WE RESPONDED     Magnitude of Strategic Growth Equity Awards: Some investors were concerned with the magnitude of the CEO’s awards, in some cases viewing the amount as too high for an internal candidate We have provided enhanced disclosure of factors considered by the Compensation Committee that impacted magnitude of the awards (see “Strategic Growth Equity Awards” below) •  The Compensation Committee determined to provide Mr. Swan with a heavily performance-based compensation package to incentivize execution of Intel’s long-term strategic goals while remaining competitive with the compensation opportunities of the CEOs in our peer group •  The awards are 100% performance-based and contingent on achieving ambitious performance milestones—the target goal for the Performance Units is near Intel’s all-time stock price high (requiring a $110 billion increase in market capitalization) and maximum payouts for the Performance Units require performance significantly above our all-time high (requiring a $220 billion increase in market capitalization)—and the awards will be forfeited if certain sustained stock price growth thresholds are not achieved •  The Compensation Committee believed the magnitude of the awards to our CEO was commensurate with, and appropriate for, the size and complexity of Intel’s businesses and the magnitude of the ambitious task of delivering on the full potential of our ongoing transformation, which is one of the most significant business transformations in Intel’s history         BASE PAY    Structure of Strategic Growth Equity Awards:   Some investors were concerned with the structure of these awards, particularly the use of absolute stock price growth as the metric We have provided enhanced disclosure of the Compensation Committee’s process for determining the award structure (see “Strategic Growth Equity Awards” below)     SHORT-TERM CASH INCENTIVES    •  The threshold level of performance necessary for any amounts to be earned is stock price appreciation equivalent to a $66 billion increase in Intel’s market capitalization (and a $110 billion increase to earn target payout under the Performance Units) (ANNUAL AND QUARTERLY)•  The five-year performance period reflects the anticipated timeframe of the challenges facing Intel as it advances its strategic transformation •  Using significant stock price growth as a performance metric incentivizes management to focus on long-term stockholder value creation and mitigates undue bias toward near-term financial or operational consequences Our regular compensation program incentivizes relative performance; an absolute metric ensures these additional compensation opportunities are only realized if stockholders realize substantial absolute returns 64       LONG-TERM EQUITY AWARDS     (PSU AND RSU)Compensation Discussion and Analysis  |  2020 PROXY STATEMENT         BENEFITS    WHAT WE HEARD FROM INVESTORS OUR PERSPECTIVE / HOW WE RESPONDED     Motivating and rewarding performance that builds value for stockholders Future Granting of Special Equity Awards:   Investors asked if we intend to grant any future special equity awards outside of our regular compensation program    ● ● The Compensation Committee views special equity awards as a one-time supplement to our regular compensation program and has no intention to grant additional one-time equity awards to any of our current executive officers. Our CEO’s annual total direct compensation, which includes annual equity grants, is targeted to be at market median     Providing total Our regular executive compensation designed to attract and retain the best talent in the industryprogram:   ● Investorsview our executive pay practices as best-in-class, but would like to see more information on the operational goals in our annual bonus plan, including details on the linkage to ESG metrics    ● ● ● We have historically provided substantial disclosure about our annual bonus plan design and operation, including: metrics, their purpose, their weightings, calculations showing the actual performance against the metrics, comparison against the prior year’s performance, and, for operational goals, average business group score We have provided more information about the 2019 business group operational metrics while balancing the exclusion of any competitively harmful information (see “Annual Incentive Cash Compensation” below). We also provided more information on the ESG metrics included in the annual bonus plan     Share buybacks and our executive compensation program:   Maintaining competitiveInvestorswould like to understand how share buybacks are addressed in our executive compensation and benefits to support our executives, allowing them to maximize attention and optimize time in pursuit of building stockholder valueprogram    ● ●Any forecasted share buybacks are taken into account when our earnings per share (EPS) goals are set. In addition, the Compensation Committee may adjust the evaluation of the EPS performance metric under the PSU awards to take into account unplanned, unusual, or extraordinary events, including but not limited to share buybacks significantly above or below the forecasts. Incentivizing executives to drive business performance over both the shortFor a discussion of additional feedback we received on our ESG practices and long termother matters, ● ● Paying fairly and equitably irrespective of gender and race    see “Investor Engagement ” on page 37. ● ● ● ● LISTED OFFICER PAY OVERVIEW Our executive compensation programs continue to be tied to the company’s financial and operational performance, support our commitment to good compensation governance, and provide market-based opportunities to attract, retain, and motivate our executives in an intensely competitive market for qualified talent. There are three key drivers of our executive compensation programs: a competitive pay positioning strategy, a heavy emphasis on incentive-driven pay, and goals that are appropriately aligned with our business strategy (in terms of both selection and attainability). The following table lists the pay elements of our programs and the purpose they serve: PAY ELEMENT PURPOSE PERFORMANCE PERIOD PERFORMANCE METRIC Base Salary Designed to be market-competitive and attract and retain talent Annual — Annual Cash Bonus Incentivize achievement of Intel’s short-term financial and operational objectives Fiscal Year •  Year-Over-Year Net Income Growth (25%) •  Relative Net Income Growth vs. Tech 15 peers (25%) •  Operational goals (50%) Quarterly Cash Bonus Company-wide program that rewards quarterly profitability based on Intel’s net income relative to company compensation costs Quarter •  5% of Quarterly Net Income divided by Intel’s worldwide cost of a day’s pay Restricted Stock Units Facilitates stock ownership, executive retention, and stockholder alignment Three-Year Period with Quarterly Vesting •  Stock Price Appreciation Performance Stock Units Designed to reward long-term profitability, long-term performance relative to peers, and alignment with stockholders Three-Year Period •  Relative TSR vs. S&P 500 IT Index (50%) •  Cumulative EPS Growth compared to a target (50%)   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 65 BUSINESS PERFORMANCE AND PAY   2019 was another record year for Intel as we continued our transformation from a PC-centric company to a data-centric company. We achieved record revenue and earnings per share while reaching critical product milestones. Solid results in our PC business continued, and our data-centric businesses contributed 48% of our overall revenue. We continue to focus on improving supply and supporting our customers’ growth, investing record levels of capital in 2018 and 2019. Our 10nm manufacturing process entered full production as we launched our first 10nm products, and we are accelerating the pace of our node introductions. We have also continued to innovate in our 14nm node, introducing leadership products that deliver more value to customers. Our employees are executing to our strategy by developing compelling technology and delivering innovative products to our customers. Crucially, our growth strategy enabled us to continue to gain share in an estimated $300B TAM.1 2018 was another record year for Intel and shows we have made progress on our strategy to transform from a PC-centric company to a data-centric company. We achieved record revenue and earnings per share (EPS) in 2018, driven by strong business performance, continued operating leverage, and a lower tax rate. Revenue from our data-centric businesses collectively increased by double digits. Our PC-centric business grew above our expectations and continued to be a source of profit, cash flow, scale, and intellectual property (IP). While we have had delays in implementing our 10 nanometer (nm) manufacturing process technology, we have continued to innovate in our 14nm products, introducing leadership products that deliver more value to our customers. We’ve expanded beyond PC and server businesses with significant growth in adjacent products, and gained share in an expanded $300 billion TAM1. Our employees are executing to our strategy by developing compelling technology and delivering innovative products to our customers, enabling strong financial growth. REVENUE +13% Results shown below are our reported GAAP results except as noted.      2018    2017    Change 2019 2018 Change Revenue    $70.8 billion    $62.8 billion    13% $72.0 billion $70.8 billion 2% Gross Margin    61.7%    62.3%    down 0.6 pts 58.6% 61.7% down 3.2 pts Operating Income    $23.3 billion    $18.1 billion    29% $22.0 billion $23.3 billion (5)% Adjusted Net Income2    $20.8 billion    $15.0 billion    38% Net Income or Adjusted Net Income2 $21.0 billion $20.8 billion 1% Earnings Per Share    $4.48    $1.99    126% $4.71 $4.48 5% 20182019 VS. 20172018 In 2018,2019, revenue was a record high of $70.8$72.0 billion, up $8.1 billion, or 13%,2% from 2017.2018. The increase in revenue was primarily driven by strong performance across our data-centric businesses, which collectively grew 18% year over year3% year-over-year and made up nearly half of our total revenue in 2018. Our recently acquired Mobileye business had revenue2019. For key highlights of $698 million. Our PC-centric business grew 9%, abovethe results of our expectations, due to PC TAM1 growth and demand for our leadership products. The increaseoperations, see ”Proxy Statement Highlights; A Year in 2018 revenue was partially offset by the loss of revenue from businesses that were divested, specifically $534 million from the divestiture of theReview” on page 12.   1 Source: Intel calculated 20222024 Total Addressable Market (TAM) and PC TAM derived from industry analyst reports. 2  For 2018, Net Income was adjusted to exclude the one-time charge related to Tax Reform for purposes of incentive compensation, See “Non-GAAP“Non-GAAP Financial Measures” in Appendix A. 60 Compensation Discussion and Analysis         2019 PROXY STATEMENT Intel Security Group (ISecG) and approximately $165 million from the divestiture of Wind River. Operating income and diluted EPS were both up from 2017. For key highlights of the results of our operations, see “A Year in Review” within the Proxy Statement Highlights. We adjusted net income to exclude the one-time charge related to Tax Reform for purposes of incentive compensation, as we believe it facilitates a better evaluation of our current operating performance against prior periods and our peers.PAYOUTS FOR 2019 PERFORMANCE PAY-FOR-PERFORMANCE Our executive compensation programs are structured to provide strong pay-for-performance alignment and reflectwhat we paid to our strong 2018 performance: The annual incentive cash payout under the executive officers’ 2014 Annual Performance Bonus Plan (Executive Incentive Cash Plan), based on the financial and operational performance for 2018, resulted in a corporate average payout of 107% of the annual incentive cash target for most of the listed officers and 118% of target for Mr. Shenoy, who oversees the Data Center Group (DCG) and is subject to the DCG business unit goals. 2019 reflects our solid 2019 performance. The quarterly incentive cash payout under the company-wide quarterly cash incentive program, based on Intel’s 2018 quarterly profitability, resulted in 26.8 days of compensation for each of our executive officers in 2018. Under the 2015 program granting performance-based restrictedoutperformance stock units (referred to as “OSUs” or “outperformance stock units” and beginningthat completed their performance period in 2019 referredvested below target due to as “PSUs” or “performance stock units”), which was based on the company’s three-yearour relative TSR relative to the median three-year TSR of our 15-company technology peer group, the 2015 OSU grants resulted in a 2018 payout of 113.5% of target and, together with dividend equivalents accrued on the shares that were earnedunder-performance over the 37-month vesting period, were settled at 121.9% of target. Intel’s three-year TSR was 46.6%, whereas the median three-year TSR of our 15-company technology peer group was 43.2%. Pay Governance determined that there was a strong alignment between our CEOs’ three-year realizable pay and our TSR relative to peers as indicated in the chart below. Specifically, for the 2016-2018 period, our CEOs’ three-year realizable pay was at the 44th percentile of our peer group and our three-year TSR (+14% annualized) was at the 51st percentile.performance period.   PAY ELEMENT    2019 RESULTS PERFORMANCE SUMMARY Annual Cash Bonus CEO TARGET PERFORMANCE(Corporate Average Payout) AND INCENTIVE PAY MIX1 CEO REALIZABLE PAY RANK VS. 3-YEAR ANNUALIZED TSR PERFORMANCE RANK (AS OF 12/31/18) 100% Below median pay & above median performance 75% RANK Intel PERCENTILE 50% TSR 3-YEAR 25% Above median pay & below median performance 0% 0% 25% 50% 75% 100% 3-YEAR REALIZABLE PAY PERCENTILE RANK 7% 13% Equity Awards 93% Base Salary at risk pay Non-Equity Incentive 80% Compensation 1  Does not include 104.3% Other than Messrs Shenoy and Bryant, the listed officers received the corporate average payout, including our CEO. Mr. Swan’s (i) $1,000,000 third installmentShenoy, who oversees the Data Platforms Group and is subject to its business group goals, received a payout of 103.6% of his target, while Mr. Bryant, who oversees the Client Computing Group, received a payout of 114.4% of his target. Quarterly Cash Bonus (Payout reflected as days of eligible pay) 24.6 days Based on the company’s 2019 quarterly profitability, our listed officers received the same amount of days payout as all Intel employees Outperformance Stock Units Granted in 2016 sign-on award, (ii) $1,500,000 cash bonus award for 2018 performance(Payout as interim CEO, (iii) “Change in Pension Value and Non-Qualified Deferred Compensation Earnings,” and (iv) “All Other Compensation” as reported ina percentage of target OSUs granted) 81.7% Payout at 81.7% of target. Intel’s three-year TSR was 65.1%, which was 12.1 percentage points below the Summary Compensation Table on page 79.median of our 15-company technology peer group CEO TRANSITION In June 2018, Mr. Krzanich resigned from the company as CEO and as a member of the Board. The Board then appointed Mr. Swan, our CFO at the time, as interim CEO and CFO. In January 2019, the Board appointed Mr. Swan as our CEO and appointed Todd M. Underwood as our interim CFO. The following is a summary of the compensation decisions in connection with the CEO transition. Mr. Krzanich In connection with his resignation, Mr. Krzanich did not receive any severance benefits and forfeited a total of 58,372 RSUs (18,281 of these RSUs were from his 2017 grant and 40,091 of these RSUs were from his 2018 grant), and the Compensation Committee determined that Mr. Krzanich would receive no annual incentive cash payout for 2018 under the Executive Incentive Cash Plan. Mr. Krzanich was retirement eligible (since May 2009) at the time of his resignation under the pre-existing terms of our equity plan and applicable equity grant agreements and, as a result, vesting of certain of Mr. Krzanich’s outstanding equity awards, which consisted of 87,430 RSUs and 668,274 OSU shares, accelerated pursuant to the pre-existing terms and conditions of our     66 2019 PROXY STATEMENT       Compensation Discussion and Analysis 61 equity plan and his grant agreements. For his OSU shares, Mr. Krzanich remained eligible to receive a payout based on actual performance of the applicable performance goals at the end of the respective performance period. Payout may range from 0% to 200% of the target amount. Mr. Swan Interim CEO Compensation.Mr. Swan was appointed interim CEO in June 2018. In connection with his appointment and to bring his compensation in line with his position, in August 2018, the committee granted Mr. Swan a special equity award with a target aggregate value of approximately $3,270,000, allocated approximately 50% in the form of time-based RSUs and 50% in the form of OSUs. The RSUs vest quarterly over a three-year period from the grant date, and the OSUs vest in February 2021 based on Intel’s relative TSR performance from June 20, 2018 to February 1, 2021, the performance period for the OSUs. This equity award includes special provisions in the event of Mr. Swan’s termination of employment by the company without cause or by him for good reason. In January 2019, the committee also determined to award Mr. Swan an additional $1,500,000 cash bonus in recognition of his leadership and performance in 2018. In connection with his continued role as interim CEO through January 29, 2019, the committee approved in January 2019 the grant of an additional special equity award with a target aggregate value of approximately $1,200,000, allocated approximately 50% in the form of time-based RSUs and 50% in the form of performance stock units (PSUs). The RSUs vest quarterly over a three-year period from the grant date, and the PSUs vest in January 2022 based on Intel’s EPS and relative TSR performance during the three-year performance period. This equity award includes special provisions in the event of Mr. Swan’s termination of employment by the company without cause or by him for good reason. The cash bonus of $1,500,000 awarded for 2018 performance and equity award granted in 2018 and 2019 also were intended to normalize his compensation opportunity with compensation that would have been provided to a sitting CEO. CEO Compensation. In January 2019, the Board appointed Mr. Swan as our CEO effective as of January 30, 2019, and adjusted his annual compensation opportunity to be competitive with compensation opportunities of the CEOs in our peer group. His base salary increased to $1,250,000, and he will be eligible for an annual incentive cash bonus with a target amount of $3,437,500 under the Executive Incentive Cash Plan and a quarterly incentive cash bonus under Intel’s broad-based quarterly bonus program. He received a grant of annual equity awards with a target aggregate grant date value of approximately $15,500,000, composed of approximately 80% PSUs and 20% time-based RSUs, by value. The PSUs will vest in January 2022 based on Intel’s earnings per share and relative TSR performance during the three-year performance period, and the RSUs will vest quarterly over a three-year period from the grant date. In addition to the annual equity grant described above, Mr. Swan was granted certain strategic growth equity awards in connection with his appointment as CEO that are all at-risk pay. These included performance-based stock units (Promotional PSUs) with a target amount of 450,000 shares, which will be earned based on the appreciation of Intel’s closing stock price over a five-year period following the grant date. The maximum number of Intel shares that may be earned under such Promotional PSUs is 900,000 shares. In addition, Mr. Swan was granted a performance-based stock option to purchase 1,800,000 Intel shares, which will vest annually over a four-year period from the grant date. The option will become exercisable only if, during the five-year period following the grant date, Intel’s closing stock price trades at 30% or more above the closing stock price on the grant date for 30 consecutive trading days. If this performance vesting term is not achieved by the fifth anniversary of the grant date, the option will expire and be canceled. He received an additional grant of performance-based stock units with a target grant date value of approximately $13,000,000 (Cash Incentive-Related PSUs). On each of the second and third anniversaries of the grant date, subject to Mr. Swan’s continued employment with Intel through the applicable date, 50% of the target number of such Cash Incentive-Related PSUs will vest, subject to an adjustment up or down of up to 25% of the target shares based on Intel’s average corporate plan multiplier under the Executive Incentive Cash Plan over the two- or three-year vesting period, as applicable. However, the payout for these PSUs will be zero if the average corporate plan multiplier is below 50%. If Mr. Swan’s employment is terminated by the company without cause or by him for good reason, all of the then-unvested Cash Incentive-Related PSUs will vest. 2019 Special Performance-Based Equity Awards In March 2019, the committee approved special performance-based equity awards to Dr. Renduchintala and Mr. Shenoy. They each received a grant of performance-based restricted stock units (Performance PSUs) for a target amount of 150,000 shares and performance-based stock options to purchase 600,000 shares (Performance Options). The terms of these awards are substantially similar to the terms of Mr. Swan’s Promotional PSUs and performance-based stock options detailed above. These special performance-based equity awards serve to both align the incentive opportunities of our key leaders and Mr. Swan to further promote stockholders’ long-term interests and retain the executives during this period of transformation. The Board and our CEO are focused on keeping the leadership team in place, highly engaged and motivated, and continuing Intel’s significant achievements and success. The Board and our CEO recognize the current highly competitive market for strong leadership talent 62 Compensation Discussion and Analysis         2019 PROXY STATEMENT     Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   and endeavor to retain top talent to further contribute to stockholder value creation. The Performance PSUs will be earned based on the appreciation of Intel’s closing stock price over the same five-year period as Mr. Swan’s Promotional PSUs. The maximum number of Intel shares that may be earned under such Performance PSUs is 300,000 for each of Dr. Renduchintala and Mr. Shenoy. The Performance Options will vest annually over a substantially similar four-year period as Mr. Swan’s performance-based stock option. The Performance Options will become exercisable only if, during the same five-year period as Mr. Swan’s option, Intel’s closing stock price trades at 30% or more above the closing stock price on the date Mr. Swan’s options were granted for 30 consecutive trading days. If this performance vesting term is not achieved by the same fifth anniversary as Mr. Swan’s option, the Performance Options will expire and be canceled. The Performance PSUs and Performance Options are at-risk pay. 2019 COMPENSATION PROGRAM CHANGES   The Compensation Committee approved changes to our executive compensation programs for 2019 in late 2018 and early 2019 in response to stockholder feedback, to strengthen our pay-for-performance linkage, and provide better alignment with technology industry practices.   Peer Group. Our 2018 compensationThe peer group consisted of technologythat we used for benchmarking and S&P 100 companies. The new 2019 peeras the comparator group has beenfor the annual incentive cash plan for executive officers (Executive Incentive Cash Plan) was modified to focus exclusively on technology companies, as we primarily compete for talent with other technology companies. Previously, our compensation peer group consisted of technology and S&P 100 companies.   PSU Performance Metric. EPS has beenwas added as a second performance metric to our PSUperformance stock unit (PSU) program in addition to relative TSR as measured against the median three-year TSR of the S&P 500 IT index.Index. The addition of EPS as a metric directly ties the PSUs to Intel’s financial performance, creates greater line of sight for our executives, diversifies the incentive metrics to create balanced motivation, and reinforces long-term alignment with stockholders.   PSU Retirement Provision. Beginning in 2019, the retirement provision for PSUs, which previously provided for full acceleration of vesting upon retirement, have beenwas revised to provide for pro-rated vesting at retirement for new employees. For existing employees, a minimum of one year ofone-year service during the PSU performance period is required for full vesting; otherwise pro-rated vesting applies. These changes provide better alignment with technology peer practices and increasedincrease retention of key talent.   Executive Incentive Cash Plan Death Disability, and Retirement Provisions. Beginning in 2019, provisions related to death disability, and retirement were established under the Executive Incentive Cash Plan that mirror the provisions under the broad-based annual incentive cash program, except the committeeCompensation Committee retains discretion in each instance to reduce the payment amount. These changes provideprovided better alignment with technology peer practices. INVESTOR ENGAGEMENT AND THE 2018 “SAY ON PAY” VOTE2020 COMPENSATION PROGRAM CHANGES In 2018, we received over 94% support for our “say on pay” vote, similaraddition to the prior year. We have a robust year-roundactions taken in response to stockholder engagement program, which is discussedfeedback described above, in detail in the “Investor Engagement” section of this proxy statement. InCompensation Committee approved the first quarter of each year (including in 2018), our outreach occurs priorchanges outlined below to the distribution of our annual proxy statement materials and is focused on executive compensation, stockholder proxy statement proposals, and corporate governance topics. Based on such discussions with stockholders, we believe that stockholders’ “say on pay” support in 2018 was primarily the result of our efforts to hold executive officers accountable for business results and reward them for consistently strong corporate performance and creation of value for our stockholders. The Board believes that our 2018 “say on pay” results and the positive input received through our engagement efforts are an affirmation of the structural soundness of our executive compensation programs. During the last several months of 2018, and prior to the date of this proxy statement in 2019, we pursued multiple avenues for additional investor engagement, including in-person and teleconference meetings with our stockholders. There were no significant changes to the structure of our executive compensation programs for 2018 (consistentin January 2020 to strengthen our pay-for-performance linkage, provide better alignment with technology peer industry practices, and continue our strong 2018 “say on pay” results), butleadership in response to our stockholder feedback, we made some changes to our programs for 2019 as described above. 2018 COMPENSATION OF OUR LISTED OFFICERS PERFORMANCE AND INCENTIVE PAY FOR 2018environmental, social, and governance (ESG) issues.   Adopted New Executive Annual Performance Bonus Plan. In January 2020, the Board adopted the Intel Corporation Executive Annual Performance Bonus Plan, which replaces the 2014 Annual Performance Bonus Plan that is referred to in this proxy statement as the Executive Incentive Cash Plan. The principal elements of our pay-for-performance philosophy include a competitive pay positioning strategy, a heavy emphasisnew plan provides the Compensation Committee with an enhanced ability to determine, on incentive-driven pay,an annual basis, the performance criteria and goals that most closely align with Intel’s strategic objectives and the economic environment in which Intel operates, and also provides the Compensation Committee with the ability to better take into account feedback from stockholders in setting these criteria and goals. The maximum annual bonus payable under the new plan to any one executive for any performance period will not exceed 300% of the target incentive bonus opportunity set by the Compensation Committee. Previously, the maximum payout for any one individual was $10,000,000. The Compensation Committee continues to have the right to reduce executive officers’ cash bonus payments under the Plan by any amount on the basis of such considerations as the Compensation Committee in its sole discretion determines. Executive Annual Performance Bonus Plan Design: The Compensation Committee changed the annual bonus program for 2020 to encourage the continued execution of our strategic and cultural transformation. The weighting of the three performance metrics will change to: year-over-year net income growth (33%), relative net income growth (33%), and “One Intel” operation goals (33%). Previously the operational goals were business-group specific. We will now have “One Intel” operational goals that apply across all business groups and fall into five categories: manufacturing leadership, product execution, growth, culture, and financial commitments. Within each of the five key categories, there are appropriately alignedanother 3-5 specific and objective measures. We also have additional goals tied to ESG metrics, described below, that can increase payouts if achieved. We intend to describe our performance against these measures in greater detail in next year’s proxy statement. ESG Metrics. As in prior years, the Compensation Committee will continue to include ESG-related metrics in our Executive Annual Performance Bonus Plan, including diversity, inclusion, and the employee experience. For 2020, we also are introducing environmental goals related to climate change and water stewardship. Peer Group. For 2020, the Compensation Committee made one change to the peer group for executive compensation benchmarking, replacing Netflix with our business strategy (inDell Technologies as it had recently become a publicly traded company. The replacement was made because of Dell’s closer alignment to Intel both in terms of both selectionbusiness and attainability), as evidenced by the following program components. The competition for executive talent in the technology sector is significant. While the technology talent market has been very competitive for a number of years, our transformation to a data-centric company has resulted in new sources of competition for talent. In addition to continuing to compete for talent against other successful, established technology companies, we increasingly compete with a wide range of smaller, high-growth companies focused on emerging technologies. Thecompensation practices.     2019 PROXY STATEMENT       Compensation Discussion and Analysis 63 Compensation Committee believes that a competitive total compensation target is critical to attract, retain, and reward the executive talent crucial to driving value for stockholders. To that end, total compensation is designed to be competitive with a peer group of companies all vying for the top technical talent in the world. Adjustments to each individual’s pay position take into account our desire to compensate our executive officers based upon performance, while fairly balancing internal and external pay equity considerations among executive roles. Total direct compensation opportunities are designed so that the substantial majority of executive pay is variable or “at risk,” based primarily on specific financial metrics or stock price performance over the long term. To further align our executive officers’ interests with those of our stockholders, the committee has structured compensation so that the proportion of variable cash and equity-based pay increases with higher levels of responsibility. By using financial and stock price measures such as net income growth and TSR, our incentive plans provide a clear and quantifiable link to the creation of long-term stockholder value. To further link the long-term interests of management and stockholders, Intel has established stock ownership guidelines that specify a number of shares that executive officers must accumulate and hold. ELEMENTS OF COMPENSATION The following highlights the elements of our executive compensation programs: Equity.The majority of compensation for Intel’s listed officers, approximately two-thirds, is delivered in the form of stock-based compensation, designed to create long-term alignment with our stockholders. This is primarily in the form of OSUs that vest based on Intel’s TSR as measured against the S&P 500 IT Index over a three-year period, driving a focus on delivering a superior return for stockholders. The remainder is in the form of time-based RSUs, which are effective at facilitating stock ownership and retention. Additionally, listed officers are subject to robust stock ownership requirements that further reinforce alignment with stockholders over the long term. Cash.The next largest portion of a listed officer’s compensation is the annual incentive cash payout under the Executive Incentive Cash Plan, which is based on a combination of annual company-wide financial goals, company and business unit performance relative to operational goals, and individual performance. The alignment of annual financial and operational goals incentivizes the achievement of results that should ultimately drive stockholder value creation, and further enhances the link between pay and performance for our listed officers and other executives. The remaining components of our listed officers’ total direct compensation consists of a competitive base salary and quarterly incentive cash payout under the company-wide quarterly incentive cash program, which is based on company-wide financial performance. Benefits.In addition to the elements of total direct compensation (salary, quarterly and annual incentive cash payments, and long-term stock-based compensation), we provide a competitive benefits package that includes health care, retirement benefits, financial planning, life insurance, and other programs that are designed to allow executives to maximize time and attention on activities designed to increase stockholder value. We believe that the sum of these components provides highly motivational incentives that link the pay of our executive officers to the performance of our company and enables Intel to attract and retain the very best talent in a highly competitive market. CEO COMPENSATION MIX Our executive compensation programs are periodically refined so that they support Intel’s business goals and promote both near- and long-term profitable growth of the company. As illustrated here, approximately 93% of targeted total direct compensation for Mr. Swan, our then-interim CEO, in 2018 was “at risk,” consisting of approximately 80% equity and 13% incentive cash. Only 7% of his compensation, in the form of base salary, was fixed, ensuring a strong link between his targeted total direct compensation and business results.     CEO TARGET PERFORMANCE AND INCENTIVE PAY MIX1 13% Equity Awards 93% Base Salary at risk pay Non-Equity Incentive 80%  2020 PROXY STATEMENT  |  Compensation 7%Discussion and Analysis      1  Does not include (i) the $1,000,000 third installment of his 2016 sign-on award, (ii) the $1,500,000 cash bonus award for 2018 performance as interim CEO, (iii) “Change in Pension Value and Non-Qualified Deferred Compensation Earnings,” and (iv) “All Other Compensation” as reported in the Summary Compensation Table on page 79.67 64 Compensation Discussion and Analysis         2019 PROXY STATEMENT LISTED OFFICERS’ 2018 ACTUAL TOTAL DIRECT COMPENSATION MIX The majority of executive compensation for our listed officers is delivered through programs that link pay realized by executives with financial and operational results, and with TSR. Variable cash compensation payouts under our Executive Incentive Cash Plan were based on measures of absolute and relative financial performance, company performance relative to operational goals, and individual performance. The bar chart below shows the components of 2018 total direct compensation for each listed officer, as a percentage of the total. For most of our listed officers, this is composed of: base salary; actual quarterly and annual incentive cash payments; and RSUs and target OSUs granted in the year. TOTAL DIRECT COMPENSATION CHART—LISTED OFFICERS % Total Direct Compensation 0 20 40 60 80 100 6% 16% 23% 55% 5% 13% 40% 42% 8% 27% 14% 51% 8% 20% 15% 57% 5% 20% 75%Robert H. Swan1 Steven R. Rodgers Venkata Renduchintala Navin Shenoy Brian M. Krzanich2 Salary Incentive Cash RSUs OSUs 1 Excludes Mr. Swan’s third installment of 2016 sign-on bonus and $1.5 million cash bonus payment for 2018 performance as interim CEO. 2 Mr. Krzanich resigned in June 2018. OTHER ELEMENTS OF PAY FOR 2018 Our listed officers’ compensation for 2018 reflects a number of event-driven compensation arrangements. For Mr. Swan, a portion of his 2018 compensation was comprised of the third installment of his new-hire sign-on cash awards originally awarded in part to offset compensation forgone when he separated from his prior employer to join Intel in 2016. Additionally, Mr. Swan’s 2018 compensation includes a cash bonus award in recognition of his leadership and performance in 2018. Mr. Rodgers’ 2018 compensation includes a special equity award to reflect his increased responsibilities in 2018 overseeing Human Resources and China. 2019 PROXY STATEMENT       Compensation Discussion and Analysis 65 2018 INCENTIVE COMPENSATION PAYOUTS INCENTIVE CASH COMPENSATION The corporate average payout percentage under the annual incentive cash plan for 2018 was 107% of the annual incentive cash target, compared to 116% in 2017. For 2018 and 2017, the Compensation Committee decided to use net income, as adjusted for the one-time tax impacts from the recognition of provisional estimates associated with the December 22, 2017 enactment of the U.S. Tax Cuts and Jobs Act (Tax Reform), for purposes of facilitating a better comparison of our 2018 and 2017 operating performance to that of prior years. Intel’s adjusted net income was up from the previous year, and was supported by strong performance under the operational measures. The link between our financial performance and the listed officers’ annual incentive cash payouts under the Executive Incentive Cash Plan is illustrated in the following chart, which shows how the average annual incentive cash payments have varied based on Intel’s net income, and for 2018 and 2017 adjusted net income, results. For 2018, average annual incentive cash payments declined, primarily due to Mr. Krzanich not receiving any 2018 annual incentive cash payment. NET INCOME PERFORMANCE VS. INCENTIVE CASH PAY $20,759 $20,000 $5 $16,000 $4 $15,045 $12,942 $12,000 $11,704 $11,420 $3 $2.53 $11,005 $2.30 $10,316 $9,620 $2.15 $2.27 $1.86 $1.67 $8,000 $1.56 $2 $1.45 $4,000 $1 $0 $0.0 2011 2012 2013 2014 2015 2016 20171 20181 Net Income in Millions Listed officer average annual incentive cash payout in millions 1 Adjusted net income was used for 2018 and 2017. The chart above also shows our GAAP net income results for each year, except with respect to fiscal 2018 and 2017 results, which are adjusted net income and exclude the one-time tax impacts from Tax Reform. See the reconciliation of this non-GAAP measure to the comparable GAAP measure in Appendix A of this proxy statement. INCENTIVE EQUITY COMPENSATION For the January 2015 through January 2018 performance period, OSUs vested at 113.5%, reflecting that Intel’s TSR was 3.4 percentage points above the peer group median TSR over the performance period. The total payout, including dividend equivalents accrued on earned shares, was 121.9% of target. These payouts are reported in the Stock Option Exercises and Stock Vested in Fiscal Year 2018 table on page 83. 66 Compensation Discussion and Analysis          2019 PROXY STATEMENT ALIGNMENT OF PRINCIPAL ELEMENTS OF PAY-FOR-PERFORMANCE In 2018, the Compensation Committee requested that Pay Governance, the Compensation Committee’s independent consultant, assess the alignment between our CEOs’ compensation outcomes and long-term performance for our stockholders. Pay Governance used a “realizable” pay-for-performance alignment model and used the 2018 peer group that was in effect at the time. This realizable pay model used Mr. Krzanich’s 2016 and 2017 pay, and Mr. Swan’s 2018 pay, over the most recently disclosed three-year period (2016-2018). Realizable pay reflects the actual operating and stock price performance for the companies, using future estimates of performance share payouts. Thus, Pay Governance believes that realizable pay is a better metric for evaluating stockholder alignment than using the pay opportunity values that are shown in the Summary Compensation Table and other tables set forth later in the proxy statement. The peer group assessment for comparability requires the use of the most recent proxy statements available. Pay Governance defines “realizable pay” and “performance” as follows: PAY COMPONENT REALIZABLE PAY AND PERFORMANCE Base salary Actual paid in most recent three-year period disclosed Annual Bonus Actual paid in most recent three-year period disclosed Performance Shares Value of all shares granted and earned during most recent three-year period disclosed; if not yet earned, use estimated payouts disclosed in proxy, otherwise assume target; valued at 12/31/18 (stock price of $46.93 for Intel) Stock Options/Stock Appreciation Rights Gains (intrinsic value) on all options granted during most recent three-year period disclosed; valued at 12/31/18 Restricted Stock/RSUs Value of all shares granted during most recent three-year period disclosed; valued at 12/31/18 Performance Three-year TSR as of 12/31/18 As indicated by the chart below, Pay Governance determined that there was a strong alignment between our CEOs’ three-year realizable pay and our company’s TSR relative to peers. Specifically, for the 2016-2018 period, our CEOs’ three-year realizable pay was at the 44th percentile of our peer group and our three-year TSR (>14% annualized) was at the 51st percentile. Overall, Pay Governance concluded that our executive compensation program facilitates and demonstrates alignment between pay and performance compared to our peers. The Compensation Committee developed the performance-based structure of our new CEO’s pay program to optimize the alignment of future realizable pay with performance. CEO REALIZABLE PAY RANK VS. 3-YEAR ANNUALIZED TSR PERFORMANCE RANK (AS OF 12/31/18) 100% Below median pay & above median performance 75% RANK Intel PERCENTILE 50% TSR YEAR 3 - 25% Above median pay & below median performance 0% 0% 25% 50% 75% 100% 3-YEAR REALIZABLE PAY PERCENTILE RANK 2019 PROXY STATEMENT       Compensation Discussion and Analysis 67 INTEL’S EXECUTIVE COMPENSATION BEST PRACTICES   Intel has long employed a number of practices that reflect the company’s executiveour commitment to good compensation philosophy:governance:   WHAT WE DO              WHAT WE DON’T DO   •  We have performance-based compensation that uses a variety of performance measures and performance periods   •  We have a substantial majority of executive pay at risk, based on a mix of absolute and relative financial and stock price performance metrics   •  We have robust stock ownership guidelines for all executive officers   •  We have a claw-back policyclawback policies that appliesapply to our annual incentive cash plan and equity incentive plan and can be triggered by either a financial restatement or certain detrimental conduct   •  We conduct an annual say-on-pay“say on pay” vote and a triennial vote on our equity compensation plan   •  We impose limits on maximum incentive payouts •  We incorporate relevant ESG metrics in our executive compensation programs        •  No change in control compensation arrangements or excise tax gross-ups   •  No perquisite-related tax gross-ups for executive officers (except for business expensescompany-wide benefits such as relocation and housing costs)   •  No hedging or pledging of Intel stock by executives or directors   •  No special retirement plans exclusively for executive officers   •  No liberal share recycling under the equity incentive plan   •  No repricing or exchange of underwater options without stockholder approval •  No excessive executive perquisites Our strong governance practices extend beyond our executive compensation program.programs. With respect to our company-wide compensation and human capital management practices, we focus on continuing to build an inclusive culture and advancing fair pay. In 2019, we announced that we achieved gender pay equity globally by closing the gap in average pay between employees of different genders in the same or similar roles after accounting for legitimate business factors that can explain differences, such as performance, time in grade level, and tenure. We also continued to advance transparency in our pay and representation data. Finally, we also perform an annual review of our compensation reviewprograms to assess whether the programs’ provisions and operation create undesired or unintentional material risk. 2018 CASH2019 COMPENSATION OF OUR LISTED OFFICERS PAY PHILOSOPHY AND ELEMENTS OF COMPENSATION   The principal elements of our pay-for-performance philosophy include a competitive pay positioning strategy, a heavy emphasis on incentive-driven pay, and goals that are appropriately aligned with our business strategy (in terms of both selection and attainability), as evidenced by the following program components. The competition for executive talent in the technology sector is fierce. While the technology talent market has been very competitive for a number of years, our transformation to a data-centric company has resulted in new sources of competition for talent. In addition to continuing to compete for talent against other successful, established technology companies, we increasingly compete with a wide range of smaller, high-growth companies focused on emerging technologies. The Compensation Committee believes that a competitive target total compensation opportunity is critical to attract, retain, and reward the executive talent crucial to driving value for stockholders. To that end, total compensation is designed to be competitive with a peer group of companies all vying for the top technical talent in the world. Adjustments to each individual’s pay position take into account our desire to compensate our executive officers based upon performance, while fairly balancing internal and external pay equity considerations among executive roles. Total direct compensation opportunities are designed so that the substantial majority of executive pay is variable or “at risk,” based primarily on specific financial metrics or stock price performance over the long term. To further align our executive officers’ interests with those of our stockholders, the Compensation Committee has structured compensation so that the proportion of variable cash and equity-based pay increases with higher levels of responsibility. 68 Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   By using financial and stock price measures such as net income growth, cumulative EPS growth, and TSR, our incentive plans provide a clear and quantifiable link to the creation of long-term stockholder value. Our executive compensation pay elements include base salary, annual cash bonus, quarterly cash bonus, and equity awards consisting of RSUs and PSUs. Details of each of these pay elements are provided below in “2019 Cash Compensation” and “2019 Equity Incentives.” Benefits. We also provide a competitive benefits package that includes health care, retirement benefits, financial planning, life insurance, and other programs that are designed to allow executives to maximize time and attention on activities designed to increase stockholder value. We believe that the sum of these components provides highly motivational incentives that link the pay of our executive officers to the performance of our company and enables Intel to attract and retain the very best talent in a highly competitive market. PROMOTION AND NEW HIRE COMPENSATION CEO Compensation. Mr. Swan’s compensation for 2019 as reported in the 2019 Summary Compensation Table on page 89 consists of three elements: equity awards granted in 2019 for Mr. Swan’s service as Intel’s interim CEO through January 29, 2019; annual compensation paid to Mr. Swan for his service as our permanent CEO during 2019; and promotional compensation awarded in connection with Mr. Swan being named CEO in January 2019. Mr. Swan’s 2019 equity awards for service as interim CEO had a target aggregate grant date value of approximately $1,200,000, consisting of approximately 50% PSUs and 50% RSUs by value. The RSUs vest on a quarterly basis over a three-year period from the grant date, and the PSUs will vest in January 2022 based on Intel’s earnings per share growth and total stockholder return performance relative to the technology peer group during the PSUs’ three-year performance period. In the event Mr. Swan’s employment is terminated by the company without cause or by him for good reason, the vesting of the RSUs will be eligible for acceleration, and Mr. Swan will be eligible to retain the unvested PSUs. As disclosed in last year’s proxy statement, in connection with his appointment as CEO in January 2019, the company entered into an offer letter with Mr. Swan. Pursuant to the offer letter, Mr. Swan’s target total direct compensation is positioned at the market median: His base salary was set to $1,250,000. His annual incentive cash bonus was set with a target amount of 275% of his base salary ($3,437,500) and he is eligible for a quarterly incentive cash bonus. His annual equity awards for 2019 had a target aggregate grant date value of approximately $15,500,000, consisting of approximately 80% PSUs and 20% RSUs by value. These annual compensation arrangements are discussed in greater detail below, under “2019 Cash Compensation” and “2019 Equity Incentives.” The largest component of Mr. Swan’s 2019 compensation consists of equity awards granted in connection with his appointment as Intel’s permanent CEO. As discussed above, in selecting a new CEO, the Board conducted a rigorous and extensive search both internally and externally and gave careful consideration to hiring an external candidate. Through this process, the Board gained in-the-field insights into the highly competitive market for qualified executive talent and to the compensation package that would be necessary to attract and retain a capable chief executive for the company. After careful consideration, including an evaluation of Mr. Swan’s strong performance as interim CEO and confidence in his commitment to pursue and ability to lead our strategic transformation, the Board determined that Mr. Swan was the right candidate to serve as our next CEO. When determining the appropriate compensation and incentives for Mr. Swan, the Compensation Committee took into account the compensation levels that it had seen would be necessary to attract an external candidate. The Compensation Committee recognized that, in the past, Intel had followed a practice of setting its new chief executive officers’ compensation at below-median levels. But the Compensation Committee recognized that, to an equal or even greater extent than with an external candidate, the Board expected immediate performance from Mr. Swan. In fact, Mr. Swan’s ability to immediately continue carrying forward Intel’s strategic transformation was one of the key reasons the Board selected him as Intel’s next CEO. The Compensation Committee also recognized, as discussed above, the near-term challenges that the strategic transformation entails. The Compensation Committee considered the size and complexity of Intel’s businesses in order to align pay and performance and to incentivize Mr. Swan to steer Intel through one of the most significant business transformations in its history.   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 69 Accordingly, the Compensation Committee determined it best to provide Mr. Swan a portfolio of promotional equity awards consisting solely of performance-based equity awards that are subject to forfeiture if threshold performance conditions are not achieved: (i) 450,000 Performance Units linked to specific stock price target goals over a five-year performance period, (ii) 1,800,000 Performance Options with a stock price vesting and exercisability requirement that must be met within five years and have growth potential up to 10 years, and (iii) Cash Incentive-Related PSUs linked to our ongoing financial and operating performance as measured over a two- and three-year period. Details on the Strategic Growth Equity Awards are provided below in “Strategic Growth Equity Awards.” The Cash Incentive-Related PSU award had a target grant date value of approximately $13,000,000, and vests based on the extent to which financial and operational performance goals under Intel’s annual executive incentive cash plan are achieved over a two- and three-year period. As with the Strategic Growth Equity Awards, this award is at risk and performance based, but the Compensation Committee determined that the award should cover a three-year performance period to balance the longer-term periods under the Strategic Growth Equity Awards. On each of the second and third anniversaries of the grant date, 50% of the target number of such Cash Incentive-Related PSUs will vest, subject to an adjustment up or down of up to 25% of the target shares, based on Intel’s average corporate payout percentage under the executive incentive cash plan over the two- or three-year vesting period and subject to Mr. Swan’s continued employment with Intel through the applicable date. However, the payout for these PSUs will be zero if the average payout percentage is below 50%. If Mr. Swan’s employment is terminated by the company without cause or by him for good reason, all of the then-unvested Cash Incentive-Related PSUs will vest. CEO PERFORMANCE AWARD PORTFOLIO Purpose Cash Incentive-Related PSUs 2-3 years Delivery of short-term operational & financial goals that facilities long-term growth Strategic Growth Performance Units 5 years Portfolio encourages continued focus across different time horizons, with vesting subject to achievement of strong share price growth through Intels transformation, with robust safeguards to mitigate short-term risk taking Strategic Growth Stock Options Up to 10 years Based upon the experience of our Board members and outside advisors, the Compensation Committee believed that it has created a fair, competitive, stockholder-oriented, and highly motivational compensation package for Mr. Swan that will encourage him to take Intel to the next level in our continuing transformation. Intel’s business achievements and stock price performance during 2019 reinforce this strategy. CFO Compensation. In connection with his appointment as CFO in April 2019, the company entered into an offer letter with Mr. Davis. Pursuant to his offer letter, Mr. Davis was granted RSUs with a target grant date value of approximately $10,000,000, vesting on a quarterly basis over a three-year period from the grant date, in order to make Mr. Davis whole for certain unvested equity awards that he forfeited upon his departure from his prior employer in order to join Intel. Mr. Davis also is entitled to a cash hiring bonus of $4,000,000, payable in three installments: the first payment of $2,000,000 was paid within 30 days following April 3, 2019, the second payment of $1,000,000 to be made on April 3, 2020, and the final payment of $1,000,000 to be made on April 3, 2021. In the event his employment is terminated by the company without cause or he resigns for good reason within the approximately three-year period after April 3, 2019, Mr. Davis will be entitled to receive any unpaid portion of his hiring bonus as well as a severance payment, the value of which declines from $10,000,000 by 1/12th each quarter over such three-year period, subject to his execution of an effective release of claims in favor of Intel. Mr. Davis was also granted Strategic Growth Equity Awards (150,000 Performance Units and 600,000 Performance Options) on similar terms as Mr. Swan. Interim CFO Compensation. In April 2019, to compensate Mr. Underwood for his role as interim CFO from February 2019 to April 2019, the Compensation Committee granted him equity awards with a target aggregate grant date value of approximately $800,000, granted in the form of approximately 50% RSUs and 50% PSUs by value. The RSUs vest on a quarterly basis over a three-year period from the grant date, and the PSUs will vest in January 2022 based on Intel’s earnings per share growth and total stockholder return performance relative to the technology peer group during the PSUs’ three-year performance period. If Mr. Underwood’s employment is terminated without cause by the company or by him for good reason, the vesting of the RSUs will be eligible for acceleration, and Mr. Underwood will be eligible to retain the unvested PSUs. 70 Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   Promotion Compensation. In September 2019, Messrs. Bryant and Underwood were promoted to their current roles. In connection with such promotions, Mr. Bryant received an RSU award with a target grant date value of approximately $1,000,000, and Mr. Underwood received an RSU award with a target grant date value of approximately $1,327,000. These RSUs vest on a quarterly basis over a three-year period from the grant date. STRATEGIC GROWTH EQUITY AWARDS Background. As described in last year’s proxy statement and discussed extensively with our stockholders both leading up to and following our 2019 Annual Stockholders’ Meeting, the Strategic Growth Equity Awards granted in early 2019 were developed in connection with Mr. Swan’s appointment as our CEO and designed to reward for ambitious achievements in performance. In designing the Strategic Growth Equity Awards for Mr. Swan, the Compensation Committee considered the fierce competition for talented executives in the technology sector, the data of new CEO packages among our peers, and Mr. Swan’s performance as interim CEO. Importantly, the Compensation Committee wanted to provide that Mr. Swan’s promotional equity awards were fully at risk, performance-based and balanced between intermediate and long-term performance periods. The Compensation Committee believed the magnitude of the awards to our CEO was commensurate with, and appropriate for, the size and complexity of Intel’s businesses and the ambitious task of delivering on the full potential of our ongoing transformation, as seen below in the increases in market capitalization required to realize the value of these awards at threshold, target, and maximum opportunities. Recognizing that this was an uncertain time for our leaders, with a new CEO coming on board in the middle of a massive transformation and the need to build a cohesive management team, awards were granted to other key leadership members on substantially the same terms and conditions as those granted to Mr. Swan to ensure that the leadership team was motivated, engaged, coordinated, and provided with a performance compensation package commensurate with the task of transforming Intel over the next five years. In granting these awards, the Compensation Committee also recognized the importance of a stable leadership team in the highly competitive market for strong technology leadership talent and the numerous competitors seeking to hire away Intel talent and accordingly established awards with a value designed to retain these key players during our strategic transformation. As with Mr. Swan’s awards, Strategic Growth Equity Awards to other executives are all 100% at risk and performance-based. Award Structure and Performance Alignment. The stock price targets were selected based on a range of factors including competitive practices and a desire to drive significant increases in stockholder value through setting challenging goals over the next five years. These targets are ambitious and are intended to reinforce the significance of our ongoing transformation. Long-term value creation for stockholders is an absolute prerequisite for any payout. The Compensation Committee established rigorous vesting standards that are conditioned on our stock price performance and take into account both our historic trading stock price and the near-term challenges that the strategic transformation entails: threshold vesting for Performance Units requires 30% stock price appreciation, representing a stock price higher than Intel’s stock price at any time during the preceding 17 years and a $66 billion increase in market capitalization; the Performance Options are only exercisable if this threshold condition is met within five years; target vesting for Performance Units requires 50% stock price appreciation, representing a stock price just shy of Intel’s all-time high and a $110 billion increase in market capitalization; and maximum vesting for Performance Units requires stock price growth of 100%, representing a stock price significantly above Intel’s all-time highest stock price and significantly above Intel’s stock price performance over the prior five years, and a $220 billion increase in market capitalization. The Strategic Growth Equity Awards are comprised of an approximately equal mix (by value) of Performance Units and Performance Options and are structured to drive achievement of strong share price growth through Intel’s transformation over the next five years. The Compensation Committee discussed extensively the use of other performance metrics, but ultimately determined that stock price growth was the most appropriate criteria for assessing Intel’s performance for purposes of the Strategic Growth Equity Awards, as well as the most complementary to our existing executive compensation programs that already utilize net income, relative TSR, EPS, and operational performance metrics. The Compensation Committee wanted to ensure that our CEO is both highly motivated and retained to implement our strategy and create significant value for our stockholders. The Compensation Committee believed that the Strategic Growth Equity Awards served these objectives for if we successfully implement our strategy, create innovative products, and continue to play an expanded role in our customers’ success over the long-term, then our stockholders (including employee stockholders) and Mr. Swan will be rewarded. The Strategic Growth Equity Awards contain multiple restrictions intended to ensure long-term focus and mitigate incentives for short-term risk-taking, including multi-year vesting schedules and a cap and forfeiture requirement if the stock price goals are not maintained for at least 30 consecutive trading days.   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 71 The following table shows the Strategic Growth Equity Awards approved by the Compensation Committee for our listed officers: Name Target Performance Units Granted Grant Date Fair Value of Performance Units1 Performance Options Granted Grant Date Fair Value of Performance Options 1 Robert Swan   450,000 $ 16,663,500   1,800,000 $ 17,100,000 George Davis   150,000 $ 8,251,500   600,000 $ 6,798,000 Todd Underwood   22,500 $ 1,222,900   90,000 $ 1,010,700 Venkata Renduchintala   150,000 $ 7,545,000   600,000 $ 6,780,000 Navin Shenoy   150,000 $ 7,545,000   600,000 $ 6,780,000 Gregory Bryant   56,250 $ 2,829,400   225,000 $ 2,542,500 1 The grant date fair value reflects the value reported in the 2019 Summary Compensation Table and the Grant of Plan-Based Awards in Fiscal Year 2019. Please see the relevant tables for the details on the assumptions used in calculating the values. The amount of the Strategic Growth Equity Awards granted to our listed officers was based on their positions at the time of the grant. PERFORMANCE UNITS The Performance Units will be earned based on the appreciation of Intel’s stock price over the five-year period commencing February 1, 2019. The following table below describes the performance hurdles and vesting levels, as well as the associated value creation, for the Performance Units.     Performance Requirement Stock Price1 Market Cap Increase Vesting Level Threshold 30% stock price growth $ 63.35 $ 66B   50 % Target 50% stock price growth $ 73.10 $ 110B   100 % Maximum 100% stock price growth $ 97.46 $ 220B   200 % 1 Stock price growth goals must be sustained for at least 30 consecutive trading days for any awards to be earned, and stock price growth performance between 30% and 100% are interpolated. - Stock Price Performance and Growth Goals 72 Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   To ensure that the Performance Units only reward sustainable stock price appreciation over the long term: No more than 50% of any shares earned under the Performance Units will be delivered prior to the third anniversary of February 1, 2019 (assuming that a requisite stock price hurdle has been achieved), with any additional shares earned delivered on the fifth anniversary of February 1, 2019. Awards are capped at 100% of target in the event the threshold goal is not maintained for the 30 consecutive trading days immediately prior to the fifth anniversary of February 1, 2019. PERFORMANCE OPTIONS The Performance Options vest over a four-year period and become exercisable only if during the five-year period commencing February 1, 2019, Intel’s closing stock price trades at 30% or more above the February 1, 2019 closing stock price (i.e., trades at $63.35 per share or higher) for 30 consecutive trading days within the next five years. For Mr. Underwood, who was granted his Performance Options later than the other listed officers, his performance hurdle is 15% or more above his grant date closing stock price (i.e., trades at $63.44 per share or higher) for 30 consecutive trading days within the next five years through February 1, 2024. If this performance vesting condition is not achieved by February 1, 2024 for all the listed officers, the Performance Options will expire and be canceled. The exercise price of the Performance Options is the market value of Intel stock on the grant date, which will be different for the listed officers as the awards were granted on different dates. CEO COMPENSATION MIX AND ALIGNMENT OF PRINCIPAL ELEMENTS OF PAY-FOR-PERFORMANCE Our executive compensation programs are periodically refined so that they support Intel’s business goals and promote both near- and long-term profitable growth. As illustrated below, without taking into account the additional one-time special equity awards, approximately 94% of targeted total direct compensation for our CEO in 2019 was “at risk,” consisting of approximately 75% equity and 19% incentive cash. Only 6% of his compensation, in the form of base salary, was fixed, ensuring a strong link between his targeted total direct compensation and business results. With the one-time special equity awards, 98% of targeted total direct compensation for our CEO in 2019 was at risk, consisting of approximately 92% equity and 6% incentive cash. The special equity awards granted to Mr. Swan in 2019 in connection with his promotion to CEO are entirely “at risk” performance-based compensation. CEO TARGET PERFORMANCE AND INCENTIVE PAY WITHOUT SPECIAL AWARDS1 Base Salary: 6% Non-Equity Incentive Compensation: 19% Equity Awards: 75% CEO TARGET PERFORMANCE AND INCENTIVE PAY WITH SPECIAL AWARDS2 Base Salary: 2% Non-Equity Incentive Compensation: 6% Equity Awards: 22% Special Awards: 70% 1 Does not include (i) the Strategic Growth Equity Awards, (ii) the January 2019 equity award grants for interim CEO service, (iii) the Cash Incentive-Related PSUs, (iv) “Change in Pension Value and Non-Qualified Deferred Compensation Earnings,” or (v) “All Other Compensation” as reported in the 2019 Summary Compensation Table on page 89. 2 Does not include (i) “Change in Pension Value and Non-Qualified Deferred Compensation Earnings,” or (ii) “All Other Compensation” as reported in the 2019 Summary Compensation Table on page 89.   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 73 LISTED OFFICERS’ 2019 ACTUAL TOTAL DIRECT COMPENSATION MIX The majority of executive compensation for our listed officers is delivered through programs that link pay realized by executives with financial, operational, and TSR results, and with the Strategic Growth Equity Awards, stock price-based results. In January of each year, as part of the Compensation Committee’s regular annual compensation planning, the committeeCompensation Committee conducts a robust review of external market data, individual and company performance, and management recommendations and makes adjustments to compensation accordingly. In connection with that review, the committee made the following Variable cash compensation changes for 2018,payouts under our Executive Incentive Cash Plan were based on measures of absolute and relative financial performance, company performance relative to operational goals, and individual performance. The bar chart below shows the components of 2019 annual total direct compensation for each listed officer, as well as the targeta percentage of their total annual direct compensation. For our listed officers, this is composed of: base salary; actual quarterly and actual annual incentive cash payments for 2018. In recognition of their individual achievements in 2018payments; and their strong leadershipannual RSUs and target PSUs granted during the CEO transition, theyear. 2019 Total Direct Compensation Committee determined to apply a 20% individual performance-based adjustment to the annual incentive cash performance results for each of our listed officers other than Mr. Krzanich. These changes are summarized in the tables that follow. Mr. Swan.The committee decided to increase Mr. Swan’s base salary by 6% to $898,450 and to increase Mr. Swan’s annual incentive cash target by 8% to $1,617,000 in January 2018 in connection with his role as CFO of Intel. The committee determined that this adjustment was appropriate because of the critical role that Mr. Swan plays in developing and implementing Intel’s business strategy and helping to drive the company’s financial performance. Mr. Swan did not receive a subsequent increase in his base salary to reflect his role as interim CEO. Mr. Swan’s actual annual incentive cash payment for 2018 was $2,075,400 as a result of strong corporate financial performance and a 20% individual performance-based adjustment. Mr. Swan also received an additional cash bonus payout of $1,500,000 in recognition of his outstanding leadership and performance during his tenure as interim CEO in 2018 while also serving as our CFO. Mr. Swan also received a cash payout of $1,000,000 in 2018, the third installment of his sign-on award, made to him in part to offset compensation forgone when he separated from his prior employer to join Intel in 2016. Mr. Rodgers.In May 2018, Mr. Rodgers was appointed an executive officer. At the time of his promotion, Mr. Rodgers’ base salary was $800,000 and his annual incentive cash target was $1,440,000. His actual annual incentive cash payment for 2018 was $1,848,000 as a result of strong corporate financial performance and a 20% individual performance-based adjustment. Dr. Renduchintala.The committee increased Dr. Renduchintala’s base salary by 6% to $1,008,378 and increased his annual incentive cash target by 6% to $2,353,000 in January 2018. Dr. Renduchintala’s actual annual incentive cash payment for 2018 was $3,019,600, up 17%, as a result of strong corporate financial performance and a 20% individual performance-based adjustment. Mr. Shenoy.The committee increased Mr. Shenoy’s base salary by 6% to $792,750 and his annual incentive target was increased by 6% to $1,308,000 in January 2018. Mr. Shenoy’s actual incentive cash payment for 2018 was $1,857,400, reflecting the growth in our DCG business, strong corporate financial performance, and a 20% individual performance-based adjustment.Chart without Special Awards1   % Total Direct Compensation 0 20 40 60 80 100 Robert H. Swan George Davis Tobb Underwood Venkata Renduchintala Navin Shenoy Gregory Bryant 6% 19% 15% 60% 34% 66% 26% 29% 18% 27% 9% 24% 13% 54% 9% 15% 15% 61% 9% 17% 15% 59% Salary Incentive Cash RSUs PSUs 1 Excludes the Strategic Growth Equity Awards, special awards and payments granted in connection with our CEO and CFO transitions, and retention and promotion equity awards as described in the chart below. Mr. Davis did not receive an annual equity grant upon his hire as our CFO in April 2019.   68 Compensation Discussion and Analysis          2019 PROXY STATEMENT 74     Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   Mr. Krzanich.The committee increased Mr. Krzanich’sbar chart below shows all the components of 2019 total direct compensation for each listed officer, as a percentage of their total direct compensation, including special equity awards. 2019 Total Direct Compensation Chart with Special Awards1 % Total Direct Compensation 0 20 40 60 80 100 Robert H. Swan George Davis Tobb Underwood Venkata Renduchintala Navin Shenoy Gregory Bryant 6% 4% 18% 70% 5% 93% 6% 7% 4% 6% 77% 4% 11% 6% 24% 55% 4% 6% 6% 26% 58% 5% 9% 8% 31% 47% Salary Incentive Cash RSUs PSUs Special Awards 1  Includes the Strategic Growth Equity Awards as discussed in more detail above under the section “Strategic Growth Equity Awards,” Messrs. Swan’s and Underwood’s interim CEO and interim CFO, respectively, equity awards, Mr. Swan’s Cash Incentive-Related PSUs, and retention and promotion awards. These awards are discussed in more detail above under the section “Promotion and New Hire Compensation.” 2019 CASH COMPENSATION The Compensation Committee’s decisions related to base salary by 5%and annual incentive cash are focused on ensuring pay is aligned to $1,450,000the market and increased hisreflective of company and individual performance. Some of the Committee’s considerations include the executive’s pay relative to the market, internal pay equity, and an assessment of the executive’s performance across our key measures of results, culture, and learning. Mr. Swan’s base salary and annual incentive cash target by 7% to $3,837,000amount was increased when he became our permanent CEO in January 2018. The committee determined that these adjustments were appropriate in light of2019. Dr. Renduchintala and Mr. Krzanich’s exceptional individual performance throughout 2017Shenoy received the base salary and after a review of relevant market data. In connection with Mr. Krzanich’s resignation, the committee determined that he would not receive an annual incentive cash payment under thetarget amount increases noted below as part of our annual compensation review. Mr. Davis’ base salary and annual incentive cash target amount was set upon his appointment as our CFO in April 2019. Mr. Underwood’s base salary and annual incentive target amount was increased when he was promoted to Corporate Vice President in September 2019. Mr. Bryant’s base salary and annual incentive target amount was increased when he was promoted to Executive Incentive Cash Plan for 2018.Vice President in September 2019.   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 75 BASE SALARY The table below shows the ending annualized base salary for our listed officers for 2018,2019, as compared with 2017,2018, with the exception of Mr. Rodgers,Messrs. Davis, Underwood, and Bryant, who waswere not a listed officerofficers in 2017.2018.   Name    2018 Base Salary ($)    2017 Base Salary ($)    % Change 2018 vs. 2017 2019 Base Salary ($) 2018 Base Salary ($) % Change 2019 vs. 2018 Robert H. Swan      898,450        850,000        6%   Steven R. Rodgers      800,000        n/a        n/a   Robert Swan   1,250,000   898,450   39%   George Davis   900,000   —   n/a   Todd Underwood   400,000   —   n/a Venkata Renduchintala      1,008,378        954,000        6%     1,056,800   1,008,378   5%   Navin Shenoy      792,750        750,000        6%     850,000   792,750   7%   Brian M. Krzanich      1,450,000        1,380,000        5%   Gregory Bryant   686,800   —   n/a The Compensation Committee determines the CEO’s base salary in executive session after its review and discussion with the Board on the CEO’s performance and taking into account benchmarking data provided by its independent compensation consultant. For the other listed officers, the CEO makes recommendations to the Compensation Committee regarding any base salary adjustments for his direct reports and other executive officers, which are based on our CEO’s evaluation of individual performance as well as a review of competitive market data. For fiscal year 2020, the Compensation Committee determined not to increase the listed officers’ base salaries given the actions taken in 2019 and the market data. ANNUAL INCENTIVE CASH COMPENSATION In 2019, under the Executive Incentive Cash Plan, our listed officers had the opportunity to earn annual incentive cash compensation based on the achievement of three performance metrics: absolute net income growth performance (25% weighting), relative net income growth performance (25% weighting) and business group specific operational goals (50% weighting). In addition, the performance score for the operational goals can be increased for the achievement of corporate-level ESG goals described in greater detail below. At the end of the performance period, the Compensation Committee had the discretion to adjust payouts by up to 20% based on individual performance and reduce payouts by any amount. Base Salary Individual Award Target Financial Performance (50%) + Operational Performance (50%) + ESG Performance Individual Performance APB Payout Target Opportunity Company Performance Discretionary Adjustment (+20%) The table below shows the ending target annual incentive cash target amount for our listed officers under our Executive Incentive Cash Plan in 2018,for 2019, as compared with 2017,2018, with the exception of Mr. Rodgers,Messrs. Davis, Underwood, and Bryant, who waswere not a listed officerofficers in 2017.2018.   Name    2018 Annual Incentive Cash Target Amount ($)    2017 Annual Incentive Cash Target Amount ($)    % Change 2018 vs. 2017    2019 Individual Target (% of Base Salary)    2019 Annual Incentive Cash Target Amount ($)    2018 Annual Incentive Cash Target Amount ($)    % Change 2019 vs. 2018 Robert H. Swan      1,617,000        1,500,200        8%   Steven R. Rodgers      1,440,000        n/a        n/a   Robert Swan1      275 %       3,437,500        1,617,000        113%   George Davis      165 %       1,485,000        —        n/a   Todd Underwood2      102 %       408,000        —        n/a   Venkata Renduchintala      2,353,000        2,226,100        6%        233 %       2,465,900        2,353,000        5%   Navin Shenoy      1,308,000        1,237,500        6%        165 %       1,402,500        1,308,000        7%   Brian M. Krzanich      3,837,000        3,600,100        7%   Gregory Bryant3      165 %       1,133,200        —        n/a   After the end of the year, the incentive cash target amount is multiplied by the annual incentive cash payout percentage, which is based on a weighted average of three corporate performance components: an absolute financial component (25% weighting), a relative financial component (25% weighting), and an operational performance component (50% weighting). The Compensation Committee assigned a 50% weighting to operational performance because it views operational excellence and technological leadership as ultimately driving superior financial performance. 1 Mr. Swan’s annual incentive cash target amount was increased when he became our CEO in January 2019. 2 Mr. Underwood’s annual incentive cash target amount was increased when he was promoted to Corporate Vice President in September 2019. 3 Mr. Bryant’s annual incentive cash target amount was increased when he was promoted to Executive Vice President in September 2019.     76   2019 PROXY STATEMENT     Compensation Discussion and Analysis  |  2020 PROXY STATEMENT     69 The table below details each component, describes the factors affecting 20182019 payouts, and illustrates the calculation of the annual incentive cashExecutive Incentive Cash Plan payout for 2018.2019, and compares against 2018 performance.   COMPONENT   MEASURES   PURPOSE   20182019 CALCULATION  2019 RESULTS    COMPARISON TO 20172018    2018 RESULTS  Absolute Financial PerformanceNet Income (25% Weighting)   Reflects year-over-year growth of Intel’s net income or adjusted net income   Rewards executive officers for sustained performance   2018 adjusted2019 net income (in millions) divided by 20172018 adjusted net income (in millions)   $20,759/ = 21,048/$15,04520,759   101.4% 2019 net income was 1.4% higher than in 2018, resulting in a score of 101.4% for this component, whereas Intel’s 2018 adjusted net income was 38% higher than in 2017, resulting in a score of 138% for this component, whereas Intel’s 2017 adjusted net income was 46% higher than the prior yearyear.   138% Relative Financial PerformanceNet Income (25% Weighting)   Reflects Intel’s year-over-year net income or adjusted net income growth compared with the net income or adjusted net income growth of 15 technology peer companies   Rewards executive officers for how well Intel’s year-over-year net income or adjusted net income growth performs compared with the broader technology market   2018 Intel adjusted2019 net income growth divided by 2018 peer groupthe average adjusted net income growth of our 15 company technology peer group   138%101%/ = 128%98%   2018 relative adjusted103% 2019 net income growth was a decreasedown compared with the 20172018 relative score of 122%108%   108% Operational Performance (50% Weighting)   Reflects specific operational goals that the committee approves for each business unitgroup   Rewards executive officers for achieving meaningful measures of performance based onoperational performance in key areas by drivingthat support our long-term strategy. Drives focus and accountability at each of the 10 business unitgroup levels   Corporate-level and administrative group employees, including eachEach of our listed officers, other than Mr.Messrs. Shenoy and Bryant, are paid based on average of 10 business units’groups’ scores, subject to any adjustment for performance against corporate-level diversity and inclusion goal (focused on hiring and retaining diverse talent—not achieved)including our CEO   Mr. Shenoy’s payout isPayouts for Messrs. Shenoy and Bryant are based on results of the Data CenterPlatforms Group which he led in 2018and the Client Computing Group, respectively, since they are the general managers of those groups   2018Operational Performance with adjustment for ESG goals achievement Corporate Average: 106.4% Data Platforms Group: 105% Client Computing Group: 126.7% 2019 average corporate score on operational goals was lowerhigher than the 20172018 average corporate score of 97% 91% 2018 DCG score on operational goals increased compared with the 2017 DCG operational score of 83%ESG Metrics   Corporate Average: 91%Reflects corporate wide ESG goals that can impact the operational performance results:   DCG: 113%- Promoting parity in representation of women in leadership - Driving an inclusive culture - Customer obsession in Intel culture - Product quality enhancements Rewards executive officers for advancing our commitment and leadership in ESG issues Achieved performance against ESG goals including: - Promoting parity in representation of women in leadership - Driving an inclusive culture Additional 13.3% added to the Operational Performance Score Did not achieve performance against ESG goals in 2018 while we achieved 2 out of 4 ESG goals in 2019 Final Payout Results   Corporate Average Payout (as a percentage of target): (138% x 25%Payout: 101.4% (25%) + (108% x 25%103% (25%) + (91% x 50%106.4% (50%) = 107%104.3%   Data CenterPlatforms Group Payout (as a percentage of target): (138% x 25%Payout: 101.4% (25%) + (108% x 25%103% (25%) + (113% x 50%105% (50%) = 118%103.6% Client Computing Group Payout: 101.4% (25%) + 103% (25%) + 126.7% (50%) = 114.4%   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 77 Financial Performance The financial performance component was based on net income, both as an absolute financial component (25% weighting) and a relative financial component (25% weighting). Net Income was chosen as the financial performance metric under the Executive Incentive Cash Plan because it demonstrates our management’s ability to grow the business profitably. We operate in a highly capital-intensive industry, and it is important to our stockholders that we pursue our growth strategy in a way that emphasizes the bottom line. Net income is a primary driver of stockholder value that provides clear line of sight that can be directly impacted by all our employees, managers, and senior leadership. In applying the net income tests for both the absolute and relative financial components, the Compensation Committee may adjust Intel’s net income based on criteria determined by the committee, as described in the plan. For 2018No adjustments were made for 2019 results. Operational Performance Process for Setting Goals. At the beginning of 2019, the Compensation Committee approved operational goals and 2017,their respective success criteria for measuring operational performance within 10 business groups: Data Platforms Group Client Computing Group Technology Systems & Client Group Engineering Internet of Things Group Sales & Marketing Group Technology Manufacturing Group Programmable Solutions Group Artificial Intelligence Products Group Communications & Devices Group Non-Volatile Memory Solutions Group The business group operational goals are intended to focus employees, including the committee excluded tax impactslisted officers, on execution of the Tax Reformcompany’s strategic priorities. The operational goals were set at the beginning of the fiscal year and selected for each business group to peer companies from their net income results.reflect key technical, financial, or other milestones for the 10 business groups that support our long-term strategy and set us up for the successful execution of the strategic plan approved by the Board. Each operational goal is assigned a success criteria. Results are determined after the end of the year based on an objective process for tracking and evaluating performance against the success criteria; however, some goals have non-quantitative measures that require a degree of subjective evaluation. The 2019 operational goals for each business group generally relate to key areas including financial objectives, such as group revenue and operating profit, and product or operational objectives, such as design wins, product delivery goals, and specific technology achievements. Process for Determining Results. Following the end of the year, the Compensation Committee reviews business group performance relative to the operational goals and approves a performance score for each business group. For each of the listed officers other than Messrs. Bryant and Shenoy, the operational performance component is based upon the average performance score for the 10 business groups, subject to upward adjustment for performance against corporate-level ESG goals as explained below. For Messrs. Shenoy and Bryant, operational performance is based on the performance of the Data Platforms Group and the Client Computing Group, respectively, subject to upward adjustment for performance against corporate-level ESG goals. For 2019, the corporate average performance on operational goals with adjustment for the ESG-goal achievements was 106.4%, compared with 91% for 2018. This reflected strong goal achievements particularly within the Client Computing Group, Internet of Things Group and the Artificial Intelligence Products Group, offset by performance at lower levels for other business groups. Final operational performance among the business groups with adjustment for the ESG-goal achievements ranged between 93.3% and 126.7%. As a result, the following summarizes the final operational performance results of our listed officers with adjustment for the ESG-goal achievements: For each of the listed officers other than Messrs. Shenoy and Bryant, the operational performance component of the Executive Incentive Cash Plan was 106.4%, based upon the average performance of the 10 business groups. For Mr. Shenoy, who leads the Data Platforms Group, his business group achieved 105% based on its performance against goals related to key customer wins and milestones, AI deep learning acceleration, driving 5G network transformations, and revenue and operating profit. For Mr. Bryant, who leads the Client Computing Group, his business group achieved 126.7% based on its performance against goals related to a 1st generation design, 10nm platform readiness, and revenue and operating profit. Impact of ESG Metrics Corporate-level ESG goals were included in the Executive Incentive Cash Plan for 2019 that impact the results of the operational performance component when achieved by up to approximately 26.7%. Intel is recognized as a leader in ESG issues, and since 2008, we have integrated our commitment to corporate responsibility and sustainability leadership into our compensation program in addition to our business operations. The Executive Incentive Cash Plan for 2019 included specific goals around promoting parity in the number of women in leadership positions, promoting an inclusive work culture, customer obsession in Intel’s culture, and product quality enhancements. We achieved performance against two of the ESG goals: women in leadership and inclusive culture , which increased the operational performance results by approximately 13.3%.   70 Compensation Discussion and Analysis          2019 PROXY STATEMENT 78     Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   OverFinal 2019 Annual Incentive Cash Payout Based on the past five years, corporate average operational goals have scored between 91% and 122%, with an average result of 103%, reflecting strong accomplishments incompany’s 2019 performance, the Data Center Group, Programmable Solutions Group, Client Computing Group, and Internet of Things Group. The following table detailssets forth the annual incentive cash payments for each listed officer for 20182019 and 2017 (except for Mr. Rodgers, who was not a listed officer in 2017),2018, reflecting the year-over-year changes.changes, with the exception of Messrs. Davis, Underwood, and Bryant who were not listed officers in 2018. The Compensation Committee determined to award Mr. Bryant a 20% increase to his annual incentive cash payout for 2019 due to his continuous performance and innovation in a challenging PC market. None of the other listed officers received a discretionary adjustment.   Name    2018 Annual Incentive Cash Payment ($)    2017 Annual Incentive Cash Payment ($)    % Change 2018 vs. 2017 Payout Percentage1 2019 Annual Incentive Cash Payment ($) 2018 Annual Incentive Cash Payment ($) % Change 2019 vs. 2018 Robert H. Swan1      2,075,400        2,080,200        —   Steven R. Rodgers      1,848,000        n/a        n/a   Robert Swan   104.3 %   3,436,600   2,075,400 66%   George Davis   104.3 %   1,162,000   — n/a   Todd Underwood   104.3 %   363,600   — n/a Venkata Renduchintala      3,019,600        2,574,800        17%     104.3 %   2,572,700   3,019,600 (15)%   Navin Shenoy      1,857,400        1,132,000        64%     103.6 %   1,453,900   1,857,400 (22)%   Brian M. Krzanich2      —        4,992,200        n/a   Gregory Bryant   114.4 %   1,149,200   — n/a   1 Mr. Swan’s year-over-year change slightly decreased becauseThe amounts in this column reflect the payout percentage was less in 2018 and he was one of the fewprorated annual incentive target amount for the period the listed officers were in different roles and had different annual incentive target amounts throughout 2019 or for Mr. Davis, for the period of his service as our new CFO in 2019. The amount for Mr. Bryant also reflects the discretionary 20% increase to receive a 20% individual performance-based adjustment in 2017, which resulted in his 2017 annual incentive cash payment being proportionately higher than those of the other listed officers.payout. The link between our financial performance and the listed officers’ annual incentive cash payouts under the Executive Incentive Cash Plan is illustrated in the following chart, which shows how the average annual incentive cash payouts have varied compared to Intel’s net income over the past nine years. NET INCOME PERFORMANCE 2.1  Mr. Krzanich resigned in JuneAdjusted net income was used for 2018 and the Compensation Committee determined that he would not receive an annual incentive cash payment under the Executive Incentive Cash Plan for 2018.2017. The chart above shows our GAAP net income results for each year, except with respect to fiscal 2018 and 2017 results, which are adjusted net income and exclude the one-time tax impacts from Tax Reform, for purposes of better comparison of our 2018 and 2017 operating performance to that of prior years. See the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure in Appendix A of this proxy statement.   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 79 QUARTERLY INCENTIVE CASH PAYMENTSCOMPENSATION The listed officers also participate in our company-wide quarterly incentive cash program, which delivers cash compensation to employees based on Intel’s profitability. Pursuant to the program, 5% of Intel’s quarterly net income is divided by the cost to the company to pay all of its employees for one day. Payouts are communicated as extra days of cash compensation, with executives receiving the same number of days of pay as the company’s other employees. 5% of quarterly net income cost of a days pay quarterly bonus payout In 2018,2019, quarterly incentive cash payments represented approximately 1% of the listed officers’ total direct compensation. Payouts are communicated as extra days of cash compensation, with executives typically receiving the same number of days of pay as the company’s other employees. Payments earned in 20182019 represented 26.824.6 days days of compensation for each of our listed officers, updown from 20.326.8 days in 2017.2018. An adjusted net income measure was used each quarter for purposes of the quarterly incentive cash payouts in 2019, which excluded gains and losses resulting from ongoing mark-to-market adjustments of marketable equity securities under the updated accounting standard for financial instruments. See the reconciliation of this non-GAAP measure to the comparable GAAP measure in Appendix A of this proxy statement. 2018 ANNUAL2019 EQUITY AWARDSINCENTIVES   In January of each year, theThe Compensation Committee conducts a robust review of external market data, individual and company performance, expected future contributions, and management recommendations, and makesCommittee’s decisions related to annual equity grants accordingly. The committee made the following equity grants for each listed officer in 2018, a summary of which is shown in the table on page 72. Mr. Swan. Mr. Swan was granted an annual equity award with an approved target grant date value of approximately $8,000,000 in January 2018. The award was split such that 80% of the grant value was in the form of OSUs and 20% was in the form of RSUs. In connection with his appointment as interim CEO, in August 2018, he also was granted a special equity award with a target grant date value of approximately $3,270,000 allocated approximately 50% in the form of RSUs and 50% in the form of OSUs. Mr. Rodgers.Mr. Rodgers was granted an annual equity award with an approved target grant date value of approximately $8,000,000 in January 2018, which was prior to his designation as an executive officer of the company. The award was split such that 80% of the grant value was in the form of OSUs and 20% was in the form of RSUs. In January 2018, he was also granted a special equity award with a target grant date value of approximately $4,000,000 in RSUs to reflect his increased responsibilities overseeing Human Resources and China. Dr. Renduchintala.Dr. Renduchintala was granted an annual equity award with an approved target grant date value of approximately $8,000,000 in January 2018, a 21% increase over the previous year. The target award amount was aligned to the market for his role and was split such that 80% of the grant value was in the form of OSUs and 20% was in the form of RSUs. Mr. Shenoy.Mr. Shenoy was granted an annual equity award with an approved target grant date value of approximately $7,560,000 in January 2018. The award was split such that 80% of the grant value was in the form of OSUs and 20% was in the form of RSUs. Mr. Krzanich. Mr. Krzanich was granted an annual equity award with an approved target grant date value of approximately $15,550,000 in January 2018, a 15% increase over the previous year. The committee determined to increase his annual equity award in recognition of Mr. Krzanich’s individual performance in 2017 and to bring his target total direct compensation fully in line with the market median range for his role. The target annual equity award was split such that 80% of the grant value was in the form of OSUs and 20% was in the form of RSUs. In connection with his resignation in June 2018, Mr. Krzanich forfeited a total of 58,372 RSUs (40,091 of these RSUs were from his January 2018 RSU grant), but because he was retirement eligible under the terms of our equity plan and applicable grant agreements, the vesting of 22,909 RSUs accelerated from his January 2018 grant and he remained eligible to receive a payout of his 2018 OSU grantincentive awards are largely based on actual achievementan executive’s potential and sustained performance, as well as succession planning, business need and criticality, internal parity, consideration of the applicable performance goals at the end of the performance period.a competitive market analysis, and our CEO’s recommendations (for executives that report to him and other officers). 2019 PROXY STATEMENT       Compensation Discussion and Analysis 71 The table below1 shows the annual equity award values approved by the committeeCompensation Committee for our listed officers in 2018,2019, based on its 2019 annual review of these factors, as compared with annual equity award values approved in 2017. As discussed previously,for the listed officers in 2018, with the exception of Messrs. Davis, Underwood, and Bryant who were not listed officers in 2018. In 2019, the annual equity awards granted to the listed officers were composed of approximately 80% OSUsPSUs and 20% RSUs by target award amount. Amounts reported in the Summary Compensation Tablevalue (60% and the Grants of Plan-Based Awards in Fiscal Year 2018 table on pages 79 and 82 differ marginally from these values due primarily to changes in the fair value of the awards between the date the committee approved awards and the date they were actually granted. In addition, the fair value of40%, respectively, for Mr. Underwood who is not an RSU for accounting purposes is discounted for the present value of dividends that are not paid on RSUs prior to vesting.Executive Vice President).   Name    2018 Approved Value of Annual Equity Awards ($)    2017 Approved Value of Annual Equity Awards ($)    % Change 2018 vs. 2017 Robert H. Swan      8,000,000        6,500,000        23%   Steven R. Rodgers1      8,000,000        n/a        n/a   Venkata Renduchintala      8,000,000        6,600,000        21%   Navin Shenoy2      7,560,000        5,545,600        36%   Brian M. Krzanich      15,550,000        13,500,000        15%   Name    2019 Approved Value of Annual Equity Awards ($)    2018 Approved Value of Annual Equity Awards ($)    % Change 2019 vs. 2018 Robert Swan      15,500,000        8,000,000        94%   George Davis2      n/a        n/a        n/a   Todd Underwood      675,000        —        n/a   Venkata Renduchintala      8,000,000        8,000,000        —%   Navin Shenoy      8,200,000        7,560,000        8%   Gregory Bryant      5,500,000        —        n/a     1  Mr. Rodgers’ 2017 annual equity award is not includedThe amounts reported in the 2019 Summary Compensation Table and the Grants of Plan-Based Awards in Fiscal Year 2019 table above as he wason pages 89 and 93 differ marginally from these values due primarily to (i) changes in the fair value of the awards between the date the Compensation Committee approved awards and the date they were actually granted, and (ii) the conversation method we apply when granting awards compared to that used for valuing them under applicable accounting standards and SEC rules (utilizing a 30 day trailing average stock price rather than a closing stock price on the grant date). In addition, the fair value of an RSU for accounting purposes is discounted for the present value of dividends that are not a listed officerpaid on RSUs prior to 2018. Also, the table excludes Mr. Rodgers’ 2018 special equity awards.vesting. 2 This table excludes Mr. Shenoy’s 2017 retentionDavis did not receive an annual equity award but includes Mr. Shenoy’s 2017 promotional award.as he joined the company in April 2019. OSUANNUAL PSU AWARDS OSUsPSUs are variable performance-based RSUs under which the number of shares of Intel common stock earned is based on Intel’s relative TSRour achievement against specified performance metrics over a three-year period. ForIn 2019, the 2018 OSU grant,Compensation Committee made changes to the committee decided to retain theperformance-based RSU design for our regular annual equity award program. First, the 2017 OSU award.name of the awards was changed from outperformance stock units or OSUs to performance stock units or PSUs. Second, based on stockholder feedback, cumulative EPS growth performance against a goal established by the Compensation Committee was added as a second equally weighted performance metric in addition to relative TSR. The addition of EPS as a performance metric directly ties the PSUs to Intel’s financial performance, creates greater line of sight for our executives, diversifies the incentive metrics to create balanced motivation, and reinforces long-term alignment with stockholders. The payout opportunity for the executives is 0% to 200% of the target number of PSUs granted. relative tsr performance (50%) cumulative eps growth (50%) psu payout 80 Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   Relative TSR performance duringmeasures Intel’s three-year TSR against the 36-month period starting from the grant date will be measured againstmedian TSR of the S&P 500 IT Index. We measure performance against this index to prevent one or two companies from having an out-sized effect, while also ensuring that performance continues to be measured against a technology-based peer group. We measure TSR based on stock price appreciation plus any dividends payable during the performance period. The TSR payout percentage is determined as set forth in the following table: TSR Payout Percentage TSR vs S&P 500 IT Index Threshold 0% 25 percentage points below Index Target 100% Equal to the Index Maximum 200% 25 percentage points above Index For every percentage point Intel over-or underperforms the index, the number of shares that are earned and vest is increased/decreased by 4 percentage points Cumulative EPS growth is measured based on a three-year cumulative EPS growth rate compared to a target established by the Compensation Committee at the time the PSUs are granted, measured from the first day of the fiscal year of the grant date. 3yr EPS growth rate = yr 1 eps + yr 2 eps + yr 3 eps yr 0 eps1 + yr 1 eps + yr 2 eps - 1 1 yr 0 eps is eps for fiscal year prior to award date 3yr EPS growth rate = yr 1 eps + yr 2 eps + yr 3 eps yr 0 eps1 + yr 1 eps + yr 2 eps - 1 1 “YR 0 EPS” is EPS for fiscal year prior to award date. The target EPS growth rate is set to be challenging and is based on a combination of our internal projections and external market expectations. For every percentage point the three-year EPS cumulative growth rate is below the EPS growth target, the PSUs will pay out 11% less than target. For every percentage point the growth rate exceeds the EPS growth target, the PSU payout will increase 22.2% not to exceed 200%. We do not disclose the three-year cumulative EPS target goal due to competitive concerns, but plan to disclose it when the 2019 PSU awards vest in 2022. Any forecasted share repurchase programs are taken into account when setting the EPS growth rate. In addition, the Compensation Committee has the discretion to adjust the EPS performance result for any unplanned, unusual, or extraordinary events, including buybacks significantly above or below the forecasts. Performance is measured over the 36 months following the grant date, and OSUs convert into shares in the 37th month (usually, in February). For more information on how OSUs are earned, see the narrative following the Grants of Plan-Based Awards in Fiscal Year 2018 table in “Executive Compensation.” In 2019, the committee made changes to the OSU award design. First, the name of the awards was changed from OSUs to performance stock units or PSUs. Second, in addition to the relative TSR performance measure, EPS was added such that the payout is equally weighted between the two performance measures. Third, performance is measured over 36 months beginning with the first day of the fiscal year of the grant date, and the PSUs convert into shares of Intel common stock in the 37th month after grant, subject to certification by the committee’s certificationCompensation Committee of the performance results (usually, in January). For more information on how the PSUs are earned, see the narrative following the Grants of Plan-Based Awards in Fiscal Year 2019 table in “Executive Compensation” on page 94. Outstanding OSU/PSU Awards Cycles and Payout of 2016 OSU Awards There were three OSU/PSU awards cycles outstanding as of December 28, 2019: Grant Year Performance Period Performance Metric 2017 January 2017 through January 2020 Relative TSR 2018 January 2018 through January 2021 Relative TSR 2019 Fiscal Year 2019 through Fiscal Year 2021 Relative TSR and Cumulative EPS Growth The OSUs granted in January 2016 with a January 2016 through January 2019 performance period were earned at 75.7% of the target number of shares granted. Our three-year TSR was 65.1%, which was 12.1 percentage points below the peer group (which consisted of 15 technology companies and 10 companies in the S&P 100 Index) median TSR over the performance period. The total payout upon vesting, including dividend equivalents accrued on earned shares, was 81.7% of target. Dividend equivalents are not accrued on unvested OSUs granted in 2017 and later, or on unvested PSUs.   2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 81 The table below shows the target number of OSUs approved by the Compensation Committee in 2016 for our listed officers as well as the payouts under the 2016 OSUs in February 2019. These payouts also are reported in the Stock Option Exercises and Stock Vested in Fiscal Year 2019 table on page 95. Name    Target OSUs Granted    OSUs Earned (81.7% of target) Robert Swan1      —        —   George Davis1      —        —   Todd Underwood      3,999        3,265   Venkata Renduchintala      92,280        75,348   Navin Shenoy      34,607        28,257   Gregory Bryant      29,233        23,861   1 Messrs. Swan and Davis did not receive 2016 OSU awards as they were not employed with Intel at the time of grant. ANNUAL RSU AWARDS Currently targeted at 20% of annual long-term incentive award opportunities for our executive officers (40% for Mr. Underwood), RSUs generally make up a limited portion of the compensation opportunities for our executive officers. These awards are intended to support our efforts to provide competitive compensation packages to retain executive officers and to reward them for absolute long-term stock price appreciation while providing some protection to the recipient even if the stock price declines. RSUs also serve to balance the performance-based nature of OSUs,PSUs, facilitate stock ownership, and provide a significant incentive to stay with the company. As with RSUs granted in 2017, awards granted to the listed officers in 2018 will vest in substantially equal quarterly increments over three years from the grant date. Quarterly vesting of RSUs helps offset the risks inherent in the all-or-nothing37-month cliff vesting of the OSUs.PSUs, particularly since our 80/20 allocation between performance-based and time-based awards for executive officers is among the highest in our peer group.   72 Compensation Discussion and Analysis          2019 PROXY STATEMENT 82     Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   OTHER ASPECTS OF OUR EXECUTIVE COMPENSATION PROGRAMS INTEL’S COMPENSATION FRAMEWORK   The Compensation Committee determines the compensation for our executive officers. It also designs executive officer compensation programs and reviews and determines all components of each executive officer’s compensation. As discussed above under “Corporate Governance; Compensation Committee,” Pay GovernanceCompensia has served as the committee’sCompensation Committee’s independent advisor since June 2018.July 2019. Prior to that, FarientPay Governance was the committee’sCompensation Committee’s independent advisor. During 2018,2019, the consultants’ work with the committeeCompensation Committee included advice and recommendations on:   total compensation philosophy;   program design, including program goals, components, and metrics;   compensation trends in the technology sector and in the general marketplace for senior executives;   regulatory trends;   compensation of the CEO and the other executive officers; and   investor engagement efforts. The committeeCompensation Committee also consults with management and Intel’s Compensation and Benefits Group regarding executive and non-executive employee compensation plans and programs, including administration of our equity incentive plans. Executive officers do not propose or seek approval for their own compensation. The CEO makes a recommendation to the committeeCompensation Committee on the base salary, annual incentive cash targets, and equity awards for each executive officer other than himself and the Executive Chairman of the Board, based on his assessment of each executive officer’s performance during the year and the CEO’s review of compensation data gathered from compensation surveys. The CEO documents each executive officer’s performance during the year, detailing accomplishments, areas of strength, and areas for development. He then bases his evaluation on his knowledge of the executive officer’s performance, a self-assessment completed by the executive officer, and input from employees who report directly to the executive officer. Intel’s Chief Human ResourcesPeople Officer and the Compensation and Benefits Group assist the CEO in developing the executive officers’ performance reviews and reviewing market compensation data to determine the compensation recommendations. Annual performance reviews of the CEO and of the Executive Chairman are developed by the non-employee directors acting as a committee of the whole Board. For the CEO’s review, formal input is received from the non-employee directors, the Executive Chairman, and senior management. The CEO also submits a self-assessment focused on pre-established objectives agreed upon with the Board. The non-employee directors meet as a group in executive sessions to prepare the review, which is completed and presented to the CEO. The Compensation Committee uses this evaluation to determine the CEO’s base salary, annual incentive cash target, and equity awards. Performance reviews for the CEO and other executive officers consider these and other relevant topics that may vary depending on the role of the individual officer:   •   Strategic Capability. How well does the executive officer identify and develop relevant business strategies and plans?   •   Execution. How well does the executive officer execute strategies and plans?   •   Leadership Capability. How well does the executive officer lead and develop the organization and people? Cultural Attributes. How well does the executive officer demonstrate strong cultural attributes? EXTERNAL COMPETITIVE CONSIDERATIONS FOR 20182019   To assist the Compensation Committee in its review of executive compensation in early 2018, Farient,2019, Pay Governance (the Compensation Committee’s previous compensation consultant), in conjunction with Intel’s Compensation and Benefits Group, provided compensation data compiled from executive compensation surveys, as well as data gathered from annual reports and proxy statements from companies that the committee selected as a peer group for executive compensation analysis purposes. The historical compensation data was adjusted to arrive at current-year estimates for the peer group. The committeeCompensation Committee used this data to compare the compensation of our listed officers to that of the peer group. The peer group for 2018 included our 15-company technologyindividuals holding comparable positions at the companies in the peer group and 10 S&P 100 companies outside the technology industry. When the peer group was created in 2007, the committee chose companies from the S&P 100 that resembled Intel inmake informed decisions.     2019 PROXY STATEMENT       Compensation Discussion and Analysis 73 various respects, such as those that made significant investments in R&D and/or had substantial manufacturing and global operations. The committee also selected companies with three-year averages for revenue that approximated Intel’s. The peer group includes companies with which Intel competes for employees and the companies that Intel uses for measuring relative financial performance for annual incentive cash payments. For 2018, we have made changes to the technology peer group and the S&P 100 companies outside the technology industry. We removed Texas Instruments Incorporated and we added Broadcom, Inc. to our technology peer group. We removed DowDupont Inc. and United Parcel Service, Inc., and added The Boeing Company and Honeywell International Inc. to our S&P 100 companies peer group. The table below shows information for our 2018 technology peer group and peers selected from the S&P 100: Company    Reported Fiscal Year    Revenue ($ in billions)    Net Income (Loss) ($ in billions)    Market Capitalization on March 1, 2019 ($ in billions) Intel 2018      12/29/2018        70.8        21.1        239.69   Intel 2018 Percentile               59%        89%        67%   Technology Peer Group   Alphabet Inc.      12/31/2018        136.8        30.7        796.07   Amazon.com Inc.      12/31/2018        232.9        10.1        821.16   Apple Inc.      9/30/2018        265.6        59.5        825.03   Applied Materials, Inc.      10/29/2018        17.2        3.3        36.61   Broadcom, Inc.      11/4/2018        20.8        12.6        108.04   Cisco Systems, Inc.      7/29/2018        49.3        0.1        226.31   Facebook Inc.      12/31/2018        55.8        22.1        463.15   Hewlett Packard Enterprise Co      10/31/2018        30.9        1.9        22.55   HP Inc.      10/31/2018        58.5        5.3        30.06   International Business Machines Corporation      12/31/2018        79.6        8.7        123.87   Micron Technology Inc.      8/31/2018        30.3        14.1        46.61   Microsoft Corporation      6/30/2018        110.4        16.6        863.35   Oracle Corporation      5/31/2018        39.8        3.8        188.45   Qualcomm Incorporated      9/24/2018        22.7        (4.9 )       65.60   TSMC Limited      12/31/2018        33.7        11.5        203.26   S&P 100 Peer Group   AT&T Inc.      12/31/2018        170.8        20.0        224.51   The Boeing Company      12/31/2018        101.1        10.5        248.94   General Electric Company      12/31/2018        121.6        (22.4 )       89.40   Honeywell International, Inc.      12/31/2018        41.8        6.8        113.53   Johnson & Johnson      12/31/2018        81.6        15.3        368.45   Merck & Co., Inc.      12/31/2018        42.3        6.2        210.76   Pfizer Inc.      12/31/2018        53.6        11.1        251.49   Schlumberger Limited      12/31/2018        32.8        2.2        62.63   United Technologies Corporation      12/31/2018        66.5        5.3        108.38   Verizon Communications Inc.      12/31/2018        130.9        16.0        235.36   74 Compensation Discussion and Analysis          2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Compensation Discussion and Analysis 83 For 2019, the committee reviewed the peer group methodologyused for benchmarking compensation and as the comparator group for the Executive Incentive Cash Plan was modified to focus exclusively on technology companies, as we primarily compete for talent with other technology companies. Historically, the Compensation Committee has also considered data compiled from technology and S&P 100 companies. Our 2019 compensation peer group consisted of 15 technology companies, which we collectively refer to as the Tech 15. The Compensation Committee selected our peers based on size, strategic relevance, using a variety of factors, including market capitalization, revenue, business relevance,scope and talent movement,comparability, and decided to moveR&D investment. The Compensation Committee switched to a pure technology peer group. The peer group being used for 2019 compensation decisions includes mostbecause of their greater relevance, the 15fact that pay practices at technology companies above withdiffer from those of non-tech companies, and because our talent pool movement is primarily within the following changes: Removed TSMC Limited (because it is a non-U.S. headquartered company) and Micron Technology Inc. and Hewlett Packard Enterprise Co (because both scored low on the list of criteria used by the committee for benchmarking executive compensation); and Added Netflix, Inc., NVIDIA Corporation, and Texas Instruments Incorporated (because they all scored high on the criteria list). technology industry. These changes were made based on the committee’s determination that there has been an increase in the number of technology companies with which we compete for talent, and that we should benchmark our executive compensation against a pure technology peer group. Thisconsiderations also required us to broaden the market capitalization and revenue factors originally set for 2017. As a result of these changes, Texas Instruments Incorporated was added backthe 2017 peer group review. The table below shows information for our 2019 technology peer group: Company    Reported Fiscal Year    Revenue ($ in billions)    Net Income (Loss) ($ in billions)       Intel 2019      12/28/2019        72.0        21.0         Intel 2019 Percentile                     65%        79%   Technology Peer Group         Alphabet Inc.      12/31/2019        161.9        34.3         Amazon.com Inc.      12/31/2019        280.5        11.6         Apple Inc.      9/28/2019        260.2        55.3         Applied Materials, Inc.      10/27/2019        14.6        2.7         Broadcom, Inc.      11/3/2019        22.6        2.7         Cisco Systems, Inc.      7/27/2019        51.9        11.6         Facebook Inc.      12/31/2019        70.7        18.5         HP Inc.      10/31/2019        58.8        3.2         International Business Machines Corporation      12/31/2019        77.1        9.4         Microsoft Corporation      6/30/2019        125.8        39.2         Netflix, Inc.      12/31/2019        20.2        1.9         NVIDIA Corporation      1/26/2020        10.9        2.8         Oracle Corporation      5/31/2019        39.5        11.1         Qualcomm Incorporated      9/29/2019        24.3        4.4         Texas Instruments Incorporated      12/31/2019        14.4        5.0   For 2020, the Compensation Committee made one change to the peer group for 2019.executive compensation benchmarking, replacing Netflix with Dell Technologies, as it had recently become a publicly traded company and has a closer alignment to Intel both in terms of business and compensation practices. POST-EMPLOYMENT COMPENSATION ARRANGEMENTS   Intel does not provide change in control payments or benefits to executive officers, and generally provides limited post-employment compensation arrangements to executive officers. To attract and retain the best talent in the technology sector, we have provided for time-limited, post-employment separation benefits to twocertain listed officers in their offer letters, as described more fully below under “Other Agreements”and certain listed officers have been granted equity awards with acceleration rights in this proxy statement. These benefits have now expired.the event of an involuntary termination of employment. GENERALLY AVAILABLE The limited post-employment compensation arrangements made generally available to our executives, including the listed officers, consist of:   a 401(k) savings plan;   a discretionary company-funded retirement contribution plan, and a company-funded pension plan, each of which is intended to be tax-qualified;   a non-tax-qualified supplemental deferred compensation plan for certain highly compensated employees; and   retirement, death, and disability acceleration provisions for equity awards.awards; and retirement and death provisions under the annual executive incentive cash plan. 84 Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   Retirement Benefits.Starting January 1, 2011, the company-funded pension plan was closed to new hires. Effective January 1, 2015, future benefit accruals were frozen for all employees at or above a specific grade level, including all listed officers.officers, and frozen for all employees effective January 1, 2020. The Compensation Committee allows the listed officers to participate in post-employment compensation plans to encourage the officers to save for retirement and to assist the company in retaining the listed officers. The terms governing the retirement or deferred compensation benefits under these plans for the listed officers are the same as those available to other eligible employees in the U.S. Intel does not make matching contributions based on the amount of employee contributions under any of these plans. Instead,Before 2020, Intel’s contribution consistsfor eligible U.S. employees consisted of a discretionary cash contribution determined annually by the committeeCompensation Committee for listed officers and by the CEO for other employees. These contribution percentages have historically been the same for listed officers and other employees but are made to different plans depending on employee grade level and start date. For 2018,2019, Intel’s discretionary contribution (including allocable forfeitures) for eligible U.S. employees, including listed officers, inunder the applicable retirement plan equaled 5% of eligible salary (which included annual and quarterly incentive cash payments as applicable). To the extent that the amount of the contribution is limited by the Internal Revenue Code of 1986 as amended (the tax code), Intel credits the additional amount to the non-qualifiednon-tax-qualified supplemental deferred compensation plan. Since January 1, 2015, plan assets contributed for U.S. participants and discretionary employer contributions have been participant-directed. Beginning in 2020, instead of discretionary contributions, Intel will make matching contributions based on the amount of employee contributions under the 401(k) savings plan and the non-tax-qualified supplemental deferred compensation plan. Equity Awards.Our equity awards have the following post-employment provisions: Unvested PSUs are canceled upon termination of employment for any reason other than retirement, death, or disability. In the event of retirement under the Rule of 75 (when the holder’s age and years of service equal at least 75) or reaching age of 60 for grandfathered employees, the number of PSU eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period if the retirement occurs within the first calendar year of the grant date; if retirement occurs after the first calendar year, then the PSUs are fully vested. In the event of retirement under the Rule of 75 or reaching age of 60 with five years of service for new employees (i.e., non-grandfathered), the number of PSUs eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period. PSUs are not settled into shares of Intel stock until after the end of the performance period, even if the holder qualifies for early vesting.   Unvested OSUs are canceled upon termination of employment for any reason other than retirement, death, or disability. OSUs are fully vested upon retirement under the Rule of 75, when the holder’s age and years of service equal at least 75 or reaching the age of 60. OSUs are not settled into shares of Intel stock until after the end of the performance period, even if the holder qualifies for early vesting.   RSUs are subject to retirement vesting under the rule of Age 60 or the Rule of 75, but not both. Upon retirement under the rule of Age 60, the holder receives one additional year of vesting for every five years of service. Upon retirement under the Rule of 75, the holder receives one additional year of vesting. Additional years of vesting means that any RSUs scheduled to vest within the number of years from the retirement date determined under the rule of Age 60 or Rule of 75 will be vested on the holder’s retirement date. Upon disability or death, all unvested PSUs, OSUs, and RSUs become 100% vested. Executive Incentive Cash Plan. The Executive Incentive Cash Plan and its successor plan have the following post-employment provisions, unless the Compensation Committee determines otherwise: In the event a participant retires in accordance with the company’s U.S. retirement eligibility rules, the participant will be eligible for a prorated portion of the annual cash bonus, based on the number of months of employment during the year and payable at the times other participants under the plan receive payout of their annual cash bonus. In the event of a participant’s death, the participant’s spouse, children, or estate will be eligible to receive the annual cash bonus the participant would have otherwise received if the participant had remained employed for the full performance period, payable at the times other participants under the plan receive payout of their annual cash bonus. SPECIFIC ARRANGEMENTS The following listed officers have been granted equity awards with acceleration rights in the event of an involuntary termination of employment or have time-limited, post-employment separation benefits: Mr. Swan’s RSUs and PSUs granted in August 2018 and January 2019 for his interim CEO service provide that in the event his employment is terminated by the company without cause or he resigns for good reason, the vesting of the RSUs will be eligible for acceleration, and Mr. Swan will be eligible to retain the unvested PSUs.       2019   2020 PROXY STATEMENT   |  Compensation Discussion and Analysis    75 85 the number of years from the retirement date determined under the rule of Age 60 or Rule of 75 will be vested on the holder’s retirement date. Upon disabilityMr. Swan’s January 2019 Cash Incentive-Related PSUs provide that in the event his employment is terminated by the company without cause or death, allhe resigns for good reason, Mr. Swan will be eligible to retain the unvested OSUs and RSUs become 100% vested.Cash Incentive-Related PSUs.   For details onMr. Davis’ offer letter provides that in the event his employment is terminated by the company without cause or he resigns for good reason within the approximately three-year period after April 3, 2019, changesMr. Davis will be entitled to receive any unpaid portion of his hiring bonus as well as a severance payment, the PSU retirement provisions, see “Compensation Discussionvalue of which declines from $10,000,000 by 1/12th each quarter over such three-year period, subject to his execution of an effective release of claims in favor of Intel. Mr. Underwood’s RSUs and Analysis; Executive Summary;PSUs granted in April 2019 Compensation Program Changes” on page 63for his interim CFO service provide that in the event his employment is terminated by the company without cause or he resigns for good reason, the vesting of this proxy statement.the RSUs will be eligible for acceleration, and Mr. Underwood will be eligible to retain the unvested PSUs. PERSONAL BENEFITS   Intel provides perquisites to executive officers when the Compensation Committee determines that such arrangements are appropriate and consistent with Intel’s business objectives. In 2018,2019, Intel offered the listed officers certain financial planning services, health evaluations, and certain transportation costs. Beginning in 2019 in connection with Mr. Swan’s appointment as our CEO, he may use company-owned or -engaged private aircraft for personal use up to a maximum of $200,000 per calendar year. In addition, in 2018,2019, our Board of Directors determined to maintain the personal security for Mr. Krzanich and certain other listed officers in response to specific Intel-related incidents and threats against those officers and, in some cases, members of their families. Following a law enforcement investigation of threats of violence and stalking of Mr. Rodgers in retaliation for performing his duties to the company in late 2016, and upon advice of an independent security contractor, and prior to Mr. Rodgers becoming an executive officer, the company determined it was in its interest to request that Mr. Rodgers move to a more secure residence under an arrangement that is cost neutral to Mr. Rodgers in comparison to his previous residence. As a result, Mr. Rodgers is receiving a housing benefit represented by the difference between cost to Intel of a residence that it owns and leases to Mr. Rodgers, less rent paid by Mr. Rodgers. We do not consider these additional security measures to be a personal benefit for our listed officers, but rather appropriate expenses for the benefit of Intel that arise out of our executives’ employment responsibilities and that are necessary to their job performance as well as their safety and the safety of their families. In determining to authorize these arrangements and expenses, the Board and committeeCompensation Committee followed a robust process, including reviewing and discussing analyses and recommendations from a leading security firm and law enforcement agencies. The Board and committeeCompensation Committee have taken specific steps to ensure that such measures are appropriately tailored, including providing enhanced security for certain individuals in response to specific incidents and threats; not providing enhanced security for all executive officers generally; and ensuring that the Board, comprised solely of independent directors, authorizes continuation of each arrangement (with no executive officer participating in the decision to approve enhanced security measures for himself or herself). In 2016, theThe Board and committee institutedCompensation Committee have a process for periodic oversight of the nature and cost of security measures and will discontinue, adjust, or enhance security arrangementsarrangement for our officers as appropriate. In connection with hiring Mr. Davis to join Intel in 2019, the Compensation Committee approved providing relocation assistance benefits consistent with company-wide policy for relocation costs. In connection with hiring Dr. Renduchintala to join Intel in 2016, the committeeCompensation Committee approved providing relocation assistance and certain travel benefits, reflective of the competitive market for executives in the technology industry. Finally, Mr. Shenoy received tax equalization benefits in 2017 in connection with his expatriate assignment at our Hong Kong facility; these tax benefits are customarily provided to our employees on international assignments. Other than the perquisites listed above, Intel does not provide perquisites to its executive officers. OTHER AGREEMENTS Pursuant to his offer letter, Dr. Renduchintala was eligible to receive a sign-on cash award and an equity award in part to offset the value he lost by leaving his prior employer. In addition, Dr. Renduchintala was eligible to receive a supplemental bonus in the event that his annual incentive cash payment was less than $2,100,000 for 2016-2018 due to the company’s performance. Given that his annual bonus has paid out higher, no such supplemental bonus was payable in 2016, 2017, or 2018. Likewise, Dr. Renduchintala is eligible for an annual equity grant with a grant date value of at least $6,000,000; as in 2016 and 2017, Dr. Renduchintala received an annual equity grant with a target grant date value of more than $6,000,000 in 2018. Under his offer letter, Dr. Renduchintala was eligible for our standard relocation benefits in connection with his move to the San Francisco Bay Area, as well as certain commuting and travel benefits, including a car and driver for commuting purposes, to optimize his time. Finally,reflective of the competitive market at that time for executives in the event that his employment was terminated by Intel within the first three yearstechnology industry. The listed officers are allowed reimbursement of employmentcorporate travel card and personal travel agency fees. Finally, Mr. Shenoy and Mr. Bryant received tax-equalization benefits in connection with their prior expatriate assignments; these tax-equalization benefits are designed to make employees whole (including tax gross-up payments, where necessary) for any reason other than cause (as definedadditional taxes imposed in excess of the offer letter), Dr. Renduchintalataxes they would have been eligible for a severance payment, the value of which would have declinedincurred in quarterly increments over the three-year period, subject to his execution and delivery of an effective release of claims in favor of Intel. His eligibilitytheir home country, consistent with company-wide policy for these severance payments has expired. Pursuanttypes of international assignments. Other than the perquisites listed above, Intel did not provide any other perquisites to his 2016 offer letter, Mr. Swan was provided certain benefitslisted officers in part to offset the value he lost by leaving his prior employer, consisting of a sign-on cash award in the aggregate amount of $5,500,000 payable in three installments from 2016 through 2018, and a new-hire RSU with a grant value of $9,500,000. In the event that his employment had been terminated by Intel within the first two years of employment for any reason other than cause (as defined in the offer letter), Mr. Swan would have been eligible to receive the then-unpaid portion of his sign-on award, subject to his execution and delivery of an effective release of claims in favor of Intel. His eligibility for these severance payments has expired. In connection with his appointment as CEO in January 2019, the company entered into an offer letter with Mr. Swan. Details of the terms of his compensation are provided in “Compensation Discussion and Analysis; Executive Summary; CEO Transition” on page 61 of this proxy statement. Pursuant to a 10-year lease agreement, Mr. Rodgers leases from Intel a residence that it owns for which Mr. Rodgers pays $4,805 a month for rent to Intel. The residence has a fair rental value of $26,500, with a lease differential amount of $21,695 per month. 76 Compensation Discussion and Analysis          2019 PROXY STATEMENT Under the lease agreement, Mr. Rodgers may purchase the residence during the term of the lease for its fair market value or may purchase the residence at Intel’s cost at the end of the lease.2019. LISTEDEXECUTIVE OFFICER STOCK OWNERSHIP GUIDELINES   Because the Compensation Committee believes in linking the interests of management and stockholders, the Board has set stock ownership guidelines for Intel’s executive officers. TheseBeginning in September 2019, these guidelines were modified to specify the number of shares that Intel’s executive officers must accumulate and hold shares of Intel common stock based on a multiple of base salary within five years of their appointment or promotion. The deadlines for the listed officers were not reset with the changes to the guidelines. Unvested OSUsOSUs/PSUs and RSUs and unexercised stock options do not count toward satisfying these ownership guidelines. As of December 29, 2018,28, 2019, each of Intel’s listed officers had either satisfied these ownership guidelines or still had time to do so. The following table lists the specific ownership requirements for the listed officers.officers, other than Mr. Underwood who is not an executive officer and does have stock ownership requirements.   Title Minimum NumberMultiple of Base Salary Shares CEO   250,00010x   Executive Chairman   150,0005x   CFO   125,0005x   Executive Vice President   100,0005x 86   Compensation Discussion and Analysis  |  2020 PROXY STATEMENT   INTEL POLICIES REGARDING HEDGING, DERIVATIVES, OR “SHORT SALES”, OR PLEDGING   Intel prohibits directors, listed officers, and all other senior employees from investing in any derivative securities of Intel common stock and engaging in short sales or other short-position transactions in Intel stock, transactions in publicly traded options and other derivatives based on the value of Intel common stock.stock, or any hedging and monetization transactions that serve to insulate or mitigate against a potential change in Intel’s stock price, including through the use of financial instruments such as prepaid forwards, equity swaps, collars, and exchange funds. This policy does not restrict ownership of, or transactions related to, company-granted awards, such as PSUs, OSUs, RSUs, employee stock options, and publicly traded convertibleother securities issued by Intel. Holding Intel stock in a margin account and pledging Intel stock as collateral for a loan is prohibited for directors, executive officers, and other senior executives. INTEL POLICIES REGARDING CLAW-BACKSCLAWBACKS   Both Intel’s Executive Incentive Cash Plan, under which annual incentive cash payments are made, and Intel’s 2006 Equity Incentive Plan, under which annual incentive equity awards are made, include provisions for seeking the return (claw-back)(clawback) from executive officers of incentive cash payments and stock sale proceeds in the event that those amounts had been inflated due to financial results that later had to be restated. In addition, the 2006 Equity Incentive Plan provides that, before seeking recovery, the Compensation Committee must first determine that the applicable executive officer engaged in conduct contributing to the reason for the restatement. TAX DEDUCTIBILITY   Prior to December 22, 2017, whenFollowing the enactment of the Tax Reform was signed into law,Cuts and Jobs Act, compensation in excess of $1 million earned by our listed officers who are subject to Section 162(m) of the Internal Revenue Code generally disallowed a tax deductionis not deductible. The Compensation Committee has the discretion to publicly held companies forapprove, and the company will continue to pay, compensation that did not qualify as performance-based that was paid to certain executive officers in excess of $1 million per officer in any year. To maintain flexibility and promote simplicity in administration, compensation arrangements with our listed officers—such as OSUs, RSUs, and annual and quarterly incentive cash payments—were not required to satisfy the conditions of Section 162(m) required for such arrangements to be considered “qualified performance-based” compensation, and therefore may not be deductible. Under the Tax Reform, the tax deduction disallowance rules under section 162(m) changed beginning in 2018, so that compensation earned by our listed officers in excess of $1 million in any year generally will not be deductible.deductible for federal income tax purposes. Consistent with our compensation philosophy, we currently expect that we will continue to structure our executive compensation program so that a significant portion of total executive compensation is linked to the performance of our company.       2019   2020 PROXY STATEMENT   |  Compensation Discussion and Analysis    77 87    REPORT OF THE COMPENSATION COMMITTEE   The Compensation Committee, which is composed solely of independent directors of the Board of Directors, assists the Board in fulfilling its responsibilities with regard to compensation matters, and is responsible under its charter for determining the compensation of Intel’s executive officers. The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with management, including our Chief Executive Officer, Robert H. Swan, and our interim Chief Financial Officer, Todd M. Underwood.George S. Davis. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” section be included in Intel’s 20182019 Annual Report on Form 10-K (incorporated by reference) and in this proxy statement. Compensation Committee Omar Ishrak,Andrew M. Wilson, Chairman Reed E. Hundt Andrew M. WilsonOmar Ishrak Risa Lavizzo-Mourey   78 88   Report of the Compensation Committee       2019|  2020 PROXY STATEMENT        EXECUTIVE COMPENSATION   The following table lists the annual compensation for fiscal years 2019, 2018, 2017, and 20162017 of our CEO (who commenced service as CEO as of January 30, 2019 and served as interim CEO and Executive Vice President, CFO during 2018)2018 and early 2019), our CFO (who commenced service as CFO as of April 3, 2019), our interim CFO (who served as interim CFO from February 1, 2019 through April 2, 2019) and our other three most highly compensated executive officers in 20182019 (referred to as our listed officers). The table includes our former CEO, who was not serving as an executive officer as of the end of 2018. 20182019 SUMMARY COMPENSATION TABLE   Name and Principal Position   Year   Salary ($)   Bonus ($)   Stock Awards ($)   Non-Equity Incentive Plan Compensation ($)   Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)   All Other Compensation ($)   Total ($) Robert H. Swan1,3 Chief Executive Officer (Prior Interim CEO and Executive Vice President, CFO)     2018       898,000       2,500,000       10,898,200       2,240,000       —       170,500       16,706,700       2017       850,000       1,750,000       6,296,300       2,193,800       —       24,600       11,114,700       2016       194,800       2,750,000       8,947,200       313,900       —       7,000       12,212,900   Steven R. Rodgers2,3 Executive Vice President and General Counsel     2018       800,000       —       12,126,800       1,994,300       —       1,290,800       16,211,900   Venkata Renduchintala Group President, Technology, Systems Architecture and Client Group, and Chief Engineering Officer     2018       1,008,000       —       7,878,300       3,225,000       —       1,020,900       13,132,200       2017       954,000       2,700,000       6,393,100       2,718,000       —       1,053,500       13,818,600         2016           900,000       2,700,000       13,500,600       2,228,400       —       1,118,700       20,447,700   Navin Shenoy2,3 Executive Vice President and General Manager, Data Center Group     2018       793,000       —       7,445,000       1,998,200       —       129,100       10,365,300         2017           658,300       2,000,000       11,206,300       1,221,100       —       204,200       15,289,900   Brian M. Krzanich4 Former Chief Executive Officer     2018       694,000       —       15,313,300       57,200       42,000       1,943,800       18,050,300       2017       1,380,000       —       13,076,900       5,210,000       17,000       1,860,800       21,544,700       2016       1,250,000       —       11,710,600       3,699,200       3,000       2,416,200       19,079,000   Name and Principal Position   Year   Salary ($)   Bonus ($)   Stock Awards ($)   Non-Equity Incentive Plan Compensation ($)   Change in Pension Value  and Non-Qualified Deferred Compensation Earnings ($)   All Other Compensation ($)   Total ($)                 Robert Swan Chief Executive Officer           2019                   1,227,300                           61,722,600                   3,682,100                        —                            303,100                        66,935,100                   2018                   898,000                   2,500,000                   10,898,200                   2,240,000                        —                            170,500                        16,706,700                   2017                   850,000                   1,750,000                   6,296,300                   2,193,800                        —                            24,600                        11,114,700           George Davis1 Executive Vice President Chief Financial Officer         2019             668,200             2,000,000             24,993,900             1,274,000                  —                      283,000                  29,219,100                       —                                                                     Todd Underwood2 Corporate Vice President Chief Financial Officer, Client Computing Group (Former Interim Chief Financial Officer)         2019             375,300               5,516,100             416,000                  75,000                      45,700                  6,428,100                       —                                                                                                                                     Venkata Renduchintala Executive Vice President Group President, Technology, Systems Architecture and Client Group, and Chief Engineering Officer           2019                   1,056,800                           21,977,400                   2,768,400                        —                            1,082,800                        26,885,400                   2018                   1,008,000                           7,878,300                   3,225,000                        —                            1,020,900                        13,132,200                 2017             954,000             2,700,000             6,393,100             2,718,000                  —                      1,053,500                  13,818,600                                                                                                                       Navin Shenoy3 Executive Vice President General Manager, Data Platforms Group       2019             850,000                     22,168,700             1,591,100                  —                      171,300                  24,781,100                 2018                   793,000                           7,445,000                   1,998,200                        —                            129,100                        10,365,300                 2017             658,300             2,000,000             11,206,300             1,221,100                  —                      204,200                  15,289,900                                                                                       Gregory Bryant4 Executive Vice President General Manager, Client Computing Group       2019       635,900         11,670,300       1,249,100            18,000                198,300            13,771,600                                                                     1 Mr. Swan servedDavis joined Intel as CFO during 2018 and alsoin April 2019. 2 Mr. Underwood served as interim CEOCFO following Mr. Krzanich’s resignation in June 2018. Mr. Swan was appointedSwan’s appointment to CEO in January 2019. 23 In 2018, Mr. Rodgers had a loss in pension value of $(21,000).2019, Mr. Shenoy’s pension value did not change. 34 Mr. RodgersBryant was not a listed officer prior to 2018. Mr. Shenoy was not a listed officer prior to 2017. Mr. Swan joined Intel in October 2016. 4 Mr. Krzanich ceased being an executive officer of the company and resigned in June 2018. He was retirement-eligible at the time of his resignation.2019.   2020 PROXY STATEMENT  |  Executive Compensation 89 Bonus.Mr. SwanDavis received a $1,000,000 bonus as the lastfirst installment of his sign-on cash award made in part to offset cash compensation forgone when he separated from his prior employer to join Intel in 2016. The Compensation Committee determined to award Mr. Swan a $1,500,000 cash bonus award in recognition ofaccordance with his strong leadership and performance during his tenure as interim CEO while also serving as Intel’s CFO. The Compensation Committee determined that Mr. Krzanich would not receive a 2018 annual incentive cash payout under the Executive Incentive Cash Plan. Mr. Krzanich received a quarterly incentive cash payout in the first quarter of 2018 when he was CEO under our company-wide quarterly incentive cash program.offer letter. Equity Awards.Under SEC rules, the values reported in the “Stock Awards” column of the Summary Compensation Table reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718), of grants of stock awards to each of the listed officers in the years shown.officers. The grant date fair values of OSUsPerformance Units, Performance Options, and the TSR component of the PSUs are provided to us by Radford, an Aon Hewitt Consulting company, using the Monte Carlo simulation valuation method. We calculate the grant date fair value of an RSU by taking the average of the high and low trading prices of Intel common stock on the grant date and reducing it by the present value of dividends expected to be paid on Intel common stock before the RSU vests, because we do not pay or accrue dividends or dividend-equivalent amounts on unvested RSUs. The grant date fair values for the EPS growth component of the PSUs and the Cash Incentive-Related PSUs are calculated using the same methodology as the RSUs, as applied to the target number of respective PSUs granted. 2019 PROXY STATEMENT       Executive Compensation 79 The following table includes the assumptions used to calculate the aggregate grant date fair value of awards reported for 2018, 2017, and 20162019, on a grant-date by grant-date basis.        Assumptions Grant Date    Volatility    Expected Life (Years)    Risk-Free Interest Rate    Dividend Yield 1/25/2016      23%        n/a        1.0 %       3.5 %  7/27/2016      n/a        n/a        0.7 %       3.0 %  10/25/2016      n/a        n/a        0.8 %       3.0 %  2/1/2017      23%        n/a        1.4 %       2.9 %  8/1/2017      22%        n/a        1.4 %       3.0 %  12/15/2017      n/a        n/a        1.6 %       2.5 %  1/30/2018      22%        n/a        2.0 %       2.4 %  8/15/2018      23%        n/a        2.6 %       2.5 %      Assumptions Grant Date Award Type1 Volatility Expected Life (Years) Risk-Free Interest Rate Dividend Yield 1/30/2019 RSU   n/a     n/a   2.5 %   2.7 % 1/30/2019     PSU-TSR       25.3%     n/a   2.5 %   2.7 % 1/30/2019 PSU-EPS   n/a     n/a   2.5 %   2.7 % 2/1/2019 PO   25.5%     n/a   2.7 %   2.6 % 2/1/2019 PU   25.0%     n/a   2.5 %   2.6 % 2/1/2019 CIR PSU   n/a     n/a   2.5 %   2.7 % 3/13/2019 PO   24.8%     n/a   2.6 %   2.3 % 3/13/2019 PU   25.2%     n/a   2.4 %   2.3 % 4/3/2019 RSU   n/a     n/a   2.4 %   2.3 % 4/3/2019 PO   24.5%     n/a   2.5 %   2.3 % 4/3/2019 PU   25.4%     n/a   2.3 %   2.3 % 4/9/2019 PO   24.5%     n/a   2.5 %   2.3 % 4/9/2019 PU   25.3%     n/a   2.3 %   2.3 % 4/9/2019 PSU-TSR   25.3%     n/a   2.5 %   2.7 % 4/9/2019 PSU-EPS   n/a     n/a   2.5 %   2.7 % 10/30/2019 RSU   n/a     n/a   1.7 %   2.2 % 1 The Award types are as follows: RSU—restricted stock units,; PSU—TSR—the relative TSR component of the PSUs; PSU—EPS—the EPS growth component of the PSUs; PO—Performance Options; PU—Performance Units; and CIR PSU—Cash Incentive-Related PSUs. The table below sets forth the grant date fair value for the performance component of the annual PSUs, interim service PSUs, and Cash Incentive-Related PSUs granted in 2019, determined in accordance with FASB ASC Topic 718 principles (i) based on the probable outcome of the performance-related component as of the grant date, and (ii) based upon achieving the maximum level of performance under the performance-related component in 2019. Name1    Award Type            Target Outcome of Performance-Related Component Grant Date Value ($)    Maximum Outcome of Performance-Related Component Grant Date Value ($) Robert Swan    Annual PSU-EPS             5,643,200             11,286,400       Robert Swan    CIR PSU        11,989,900             14,987,300       Robert Swan    Interim PSU-EPS        273,000             546,100       Todd Underwood    Annual PSU-EPS        184,300             368,700       Todd Underwood    Interim PSU        190,100             380,200       Venkata Renduchintala    Annual PSU-EPS        2,912,600             5,825,300       Navin Shenoy    Annual PSU-EPS        2,985,500             5,970,900       Gregory Bryant    Annual PSU-EPS        2,002,400             4,004,800       1 Mr. Davis did not receive an annual PSU award. 90 Executive Compensation  |  2020 PROXY STATEMENT   Non-Equity Incentive Plan Compensation.The amounts in the “Non-Equity“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table include incentive cash payments made under the annual incentive cash planExecutive Incentive Cash Plan and the quarterly incentive cash payments.program. The allocation of payments was as follows:   Name    Year    Annual Incentive Cash Payments1 ($)    Quarterly Incentive Cash Payments ($)    Total Incentive Cash Payments ($) Year Annual Incentive Cash Payments1 ($) Quarterly Incentive Cash Payments ($) Total Incentive Cash Payments ($) Robert H. Swan      2018        2,075,400        164,600        2,240,000   Robert Swan   2019   3,436,600   245,500   3,682,100      2017        2,080,200        113,600        2,193,800     2018   2,075,400   164,600   2,240,000      2016        284,200        29,700        313,900     2017   2,080,200   113,600   2,193,800 Steven R. Rodgers      2018        1,848,000        146,300        1,994,300   George Davis   2019   1,162,000   112,000   1,274,000 Todd Underwood   2019   363,600   52,400   416,000 Venkata Renduchintala      2018        3,019,600        205,400        3,225,000     2019   2,572,700   195,700   2,768,400      2017        2,574,800        143,200        2,718,000     2018   3,019,600   205,400   3,225,000      2016        2,128,000        100,400        2,228,400     2017   2,574,800   143,200   2,718,000 Navin Shenoy      2018        1,857,400        140,800        1,998,200     2019   1,453,900   137,200   1,591,100      2017        1,132,000        89,100        1,221,100     2018   1,857,400   140,800   1,998,200 Brian M. Krzanich      2018        —        57,200        57,200        2017        4,992,200        217,800        5,210,000     2017   1,132,000   89,100   1,221,100      2016        3,546,700        152,500        3,699,200   Gregory Bryant   2019   1,149,200   99,900   1,249,100   1  Payments include amounts attributable to the positive 20% individual performance adjustments. For more information about the 20182019 adjustments, see the discussion in “Compensation Discussion and Analysis; 20182019 Compensation of our Listed Officers; 20182019 Cash Compensation” on page 6875 of this proxy statement. Change in Pension Value and Non-Qualified Deferred Compensation Earnings.Amounts reported represent the actuarial change of the benefit that the listed officers (other than Mr. Swan, Mr. Davis and Dr. Renduchintala) have in the tax-qualified pension plan arrangement,supplemental, which offsets from the non-qualified pension plan benefit. deferred compensation plan. Year-to-year differences in the present value of the accumulated benefit arise mainly from changes in the interest rate used to calculate present value and the participant’s age approaching 65. The listed officers (other than Mr. Krzanich)generally had an overall decreaseincrease in 20182019 compared to 20172018 because the interest rate used to calculate present value increaseddecreased from approximately 3.7% for 2017 to 4.4% for 2018.2018 to 3.3% for 2019. Mr. Krzanich’s present value of the accumulated benefit increased due to his retirement in June 2018.Swan, Mr. SwanDavis and Dr. Renduchintala are not eligible for pension benefits, as they were hired after January 1, 2011. Mr.Messrs. Underwood, Shenoy, and Bryant are participants in the tax-qualified pension plan but elected not to participate in the non-qualifiedsupplemental benefit. For more information about the pension plan arrangement.benefits, see below under “Pension Benefits for Fiscal Year 2019.”   80 Executive Compensation         2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Executive Compensation 91 All Other Compensation.The amounts in the “All Other Compensation” column of the Summary Compensation Table include tax-qualified discretionary company contributions credited under the retirement contribution component of the 401(k) savings plan, discretionary company contributions credited under the retirement contribution component of the non-qualified deferred compensation plan, and payments for perquisites, as detailed in the table below. Perquisites for 20182019 include financial planning, eligibility for health evaluations, company-provided transportation (including commuting and relocation services)commuting), residential security, relocation and housingtravel costs, and company-matched charitable contributions.   Name   Year   Retirement Plan Contributions1 ($)   Deferred Compensation Plan Contributions2 ($)   Tax Gross- Ups3 ($)   Financial Planning and Physicals ($)   Company- Provided Transportation4 ($)   Residential Security4 ($)   Housing5 ($)   Other6 ($) Year Retirement Plan Contributions1 ($) Deferred Compensation Plan Contributions2 ($) Tax Gross- Ups3 ($) Financial Planning and Physicals ($) Company- Provided Transportation4 ($) Residential Security ($) Relocation5 ($) Other6 ($) Robert H. Swan     2018       13,800       143,100       —       13,600       —       —       —       —   Robert Swan   2019   14,000   161,700   —   8,500   118,500   —   —   400     2017       —       —       —       23,600       —       —       —       1,000     2018   13,800   143,100   13,600   —   —   —     2016       —       —       —       7,000       —       —       —       —     2017   —   —   —   23,600   —   —   —   1,000 Steven R. Rodgers     2018       13,800       102,500       —       23,500       —       1,400       228,000       —   George Davis   2019   —   —   124,900   6,000   —   —   151,500   600 Todd Underwood   2019   14,000   22,400   400   8,500   —   —   —   400 Venkata Renduchintala     2018       13,800       175,300       —       10,900       52,800       1,400       —       —     2019   14,000   199,300   —   21,700   76,800   —   —   1,200     2017       13,500       147,500       700       6,000       44,800       66,700       —       51,900     2018   13,800   175,300   10,900   52,800   1,400   —     2016       —       —       32,800       7,000       56,400       77,700       —       —     2017   13,500   147,500   700   6,000   44,800   66,700   —   51,900 Navin Shenoy     2018       13,800       89,300       —       26,000       —       —       —       —     2019   14,000   128,000   —   26,000   —   —   —   3,300     2017       13,500       54,300       123,200       11,400       —       800       —       1,000     2018   13,800   89,300   26,000   —   —   — Brian M. Krzanich     2018       13,800       280,500       —       12,000       243,300       1,400       —       924,000       2017       13,500       243,300       —       25,800       394,700       29,300       —       —     2017   13,500   54,300   123,200   11,400   —   800   —   1,000     2016       13,300       221,300       —       25,700       22,200       275,200       —       —   Gregory Bryant   2019   14,000   61,300   91,200   26,000   —   —   —   5,800   1 Amounts included in the Retirement Plan Contributions column become payable only upon the earliest to occur of retirement, termination of employment, disability, or death (receipt may be deferred following retirement or termination of employment but no later than reaching age 70 1/2). 2 Amounts included in the Deferred Compensation Plan Contributions column will be paid to the listed officers after a fixed period of years or upon termination of employment, in accordance with irrevocable elections made in the calendar year before the calendar year in which that compensation is deferred. 3 Amounts represent equalization payments to Dr. Renduchintala (in 2017 and 2016)Mr. Davis and Mr. Shenoy (in 2017)Bryant, to offset taxes imposed on their relocation benefits, consistent with company-wide policy for relocation costs and expatriate assignments. Amounts to Mr. Underwood represent equalization payments to offset taxes for a recognition award and corporate travel card, both given while he was not a listed officer, and consistent with company-wide policy. 4 For company-provided aircraft, the amount reported represents the cost per flight hour of the aircraft less amounts reimbursed by the listed officer. For other company-provided transportation costs and residential security costs, the amount reported represents the cost to Intel or, with respect to arrangements that are utilized both in business and non-business contexts, an allocation of the cost to Intel of such arrangements. 5  Following a law enforcement investigation of threats of violence and stalking of Mr. Rodgers and his family in retaliation for performing his duties to the company, and upon advice of an independent security contractor, the company determined it was in its interest to request that Mr. Rodgers move to a more secure residence under an arrangement that is cost neutralAmounts represent payments to Mr. RodgersDavis for relocation benefits received upon joining Intel in comparison to his previous residence. As a result, the amounts2019, consistent with company-wide policy for Mr. Rodgers represents the cost to Intel of a residence that it owns and leases to Mr. Rodgers, less rent paid by Mr. Rodgers. Under the agreement, Mr. Rodgers may purchase the residence during the term of the lease for its fair market value or may purchase the residence at Intel’s cost at the end of the lease. This option preserves Mr. Rodgers’ opportunity to purchase his primary residence, which he otherwise would have foregone by moving to an Intel-owned residence at the company’s request.relocation. 6  Amounts represent payments to Mr. Krzanich, which include $399,800Swan ($400 ), Mr. Davis ($600), Mr. Underwood ($400), Dr. Renduchintala ($400) for continuedcorporate travel cards; payments to Dr. Renduchintala ($800), Mr. Shenoy ($300), and Mr. Bryant ($400) for personal security arrangements through November 2018 as a result of ongoing threats post-employmenttravel agency fees; payments to Mr. Shenoy ($3,000) for health and the following benefits under broad-based programs: $228,700 for accrued but unused sabbatical leave; $223,100 for accrued but unused vacation; $66,500 for prorated Quarterly Incentive Cash Payment; $5,600 for accrued but unused holiday pay;welfare services, consistent with company-wide policy; and $300payments to Mr. Bryant ($5,400 ) for his 30th year anniversary gift.expatriate assignment prior to him being a listed officer. The “All Other Compensation” column of the Summary Compensation Table includes, in addition to the amounts above, personal security arrangements for Mr. Rodgers in the amount of $921,600, for Dr. Renduchintala in the amount of $766,700, and for Mr. Krzanich in the amount of $468,800.$769,800. We do not consider these security measures to be a personal benefit for our listed officers,officer, but instead appropriate expenses for the benefit of Intel that arise out of our executives’executive’s employment responsibilities and that are necessary to theirhis job performance and to ensure the safety of the covered executivesexecutive and their families.his family. In determining to authorize these non-standard arrangements and expenses, the Board and Compensation Committee have evaluated the need to respond to specific Intel-related incidents and threats, and have reviewed recommendations from a leading security firm and law enforcement agencies. As with security provided when our officers attend public events and business travel-related security that is provided when appropriate, Intel monitors these arrangements and adjusts them as circumstances warrant. In addition, the Board and committee institutedhave an annual process for oversight of the nature and cost of security measures and will discontinue, adjust, or enhance security as appropriate.     92 �� Executive Compensation  |  2020 PROXY STATEMENT     2019 PROXY STATEMENT       Executive Compensation 81 GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 20182019 The following table presents equity awards granted under the 2006 Equity Incentive Plan and awards granted under our annual incentive cash plan and quarterly incentive cash payments in 2018.2019. Under SEC rules, the values reported in the “Grant Date Fair Value of Stock Awards” column reflect the grant date fair value of grants of stock awards determined under accounting standards applied by Intel, as discussed above. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 20182019 TABLE                 Estimated Future Payouts Under Non-Equity Incentive Plans   Estimated Future Payouts Under Equity Incentive Plans1   All Other Stock Awards: Number of Shares of Stock or Units (#)   Grant Date Fair Value of Stock Awards ($)3           Estimated Future Payouts Under Non-Equity Incentive Plans   Estimated Future Payouts Under Equity Incentive Plans2   All Other Stock Awards: Number of Shares of Stock or Units (#)   Exercise or Base Price of Option Awards ($/Sh)4   Closing Market Price on Grant Date ($/Sh)4   Grant Date Fair Value of Stock Awards ($)5   Name   Grant Date   Approval Date   Award Type   Target ($)2   Maximum ($)   Target (#)   Maximum (#)   Grant Date   Approval Date   Award Type1   Target ($)3   Maximum ($)   Target (#)   Maximum (#) Robert H. Swan4     1/30/2018       1/16/2018     OSU             122,255       244,510           6,199,600   Robert Swan     1/30/2019       1/30/2019     Annual PSU             259,957       519,914       —               11,897,800       1/30/2018       1/16/2018     RSU                     35,358       1,678,700       1/30/2019       1/30/2019     Interim PSU             12,579       25,158       —               575,700       8/15/2018       8/2/2018     OSU             38,166       76,332           1,526,600       1/30/2019       1/30/2019     Annual RSU             —       —       64,990               2,928,800       8/15/2018       8/2/2018     RSU                     32,778       1,493,300       1/30/2019       1/30/2019     Interim RSU             —       —       12,579               566,900       1/30/2018       1/16/2018     Annual Cash     1,617,000       10,000,000                       2/1/2019       1/30/2019     CIR PSU             272,441       340,551       —               11,989,900       1/30/2018       1/16/2018     Quarterly Cash     164,600                           2/1/2019       1/30/2019     PU             450,000       900,000       —               16,663,500   Steven R. Rodgers5     1/30/2018       1/16/2018     OSU             122,255       244,510           6,199,600       2/1/2019       1/30/2019     PO             1,800,000       1,800,000       —       48.73       48.73       17,100,000       1/30/2019       1/30/2019     Annual Cash     3,293,900       10,000,000                               1/30/2019       1/30/2019     Quarterly Cash     245,500                               George Davis     4/3/2019       3/30/2019     PU             150,000       300,000       —               8,251,500       4/3/2019       3/30/2019     PO             600,000       600,000       —       55.44       55.48       6,798,000       4/3/2019       3/30/2019     New Hire RSU             —       —       186,083               9,944,400       4/3/2019       3/30/2019     Annual Cash     1,113,800       10,000,000                               4/3/2019       3/30/2019     Quarterly Cash     112,000                               Todd Underwood     1/30/2019       1/30/2019     Annual PSU             8,492       16,984       —               388,700       1/30/2019       1/30/2019     Annual RSU             —       —       5,661               255,100       1/30/2019       1/30/2019     RET RSU             —       —       10,483               472,400       4/9/2019       4/8/2019     PU             22,500       45,000       —               1,222,900       4/9/2019       4/8/2019     PO             90,000       90,000       —       55.17       55.32       1,010,700       4/9/2019       4/8/2019     Interim PSU             7,381       14,762       —               397,400       1/30/2018       1/16/2018     RSU                     35,358       1,678,700       4/9/2019       4/8/2019     Interim RSU             —       —       7,381               392,400       1/30/2018       1/16/2018     RSU                     88,395       4,248,500       10/30/2019       9/10/2019     Promo RSU             —       —       25,440               1,376,500       1/30/2018       1/16/2018     Annual Cash     1,440,000       10,000,000                       1/30/2019       1/30/2019     Annual Cash     348,500       10,000,000                               1/30/2018       1/16/2018     Quarterly Cash     146,300                           1/30/2019       1/30/2019     Quarterly Cash     52,400                               Venkata Renduchintala     1/30/2018       1/16/2018     OSU             122,255       244,510           6,199,600       1/30/2019       1/16/2019     Annual PSU             134,172       268,344       —               6,140,800       1/30/2018       1/16/2018     RSU                     35,358       1,678,700       1/30/2019       1/16/2019     Annual RSU             —       —       33,543               1,511,600       1/30/2018       1/16/2018     Annual Cash     2,353,000       10,000,000                       3/13/2019       3/12/2019     PU             150,000       300,000       —               7,545,000       1/30/2018       1/16/2018     Quarterly Cash     205,400                           3/13/2019       3/12/2019     PO             600,000       600,000       —       54.11       54.37       6,780,000       1/30/2019       1/30/2019     Annual Cash     2,465,900       10,000,000                               1/30/2019       1/30/2019     Quarterly Cash     195,700                               Navin Shenoy     1/30/2018       1/16/2018     OSU             115,531       231,062           5,858,600       1/30/2019       1/16/2019     Annual PSU             137,526       275,052       —               6,294,300       1/30/2018       1/16/2018     RSU                     33,414       1,586,400       1/30/2019       1/16/2019     Annual RSU             —       —       34,382               1,549,400       1/30/2018       1/16/2018     Annual Cash     1,308,000       10,000,000                       3/13/2019       3/12/2019     PU             150,000       300,000       —               7,545,000       1/30/2018       1/16/2018     Quarterly Cash     140,800                           3/13/2019       3/12/2019     PO             600,000       600,000       —       54.11       54.37       6,780,000   Brian M. Krzanich     1/30/2018       1/16/2018     OSU             237,632       475,264           12,050,300       1/30/2018   ��   1/16/2018     RSU                     68,727       3,263,000       1/30/2019       1/30/2019     Annual Cash     1,402,500       10,000,000                               1/30/2018       1/16/2018     Annual Cash     3,837,000       10,000,000                       1/30/2019       1/30/2019     Quarterly Cash     137,200                                   1/30/2018       1/16/2018     Quarterly Cash     57,200                         2020 PROXY STATEMENT  |  Executive Compensation 93                 Estimated Future Payouts Under Non-Equity Incentive Plans   Estimated Future Payouts Under Equity Incentive Plans2   All Other Stock Awards: Number of Shares of Stock or Units (#)   Exercise or Base Price of Option Awards ($/Sh)4   Closing Market Price on Grant Date ($/Sh)4   Grant Date Fair Value of Stock Awards ($)5   Name   Grant Date   Approval Date   Award Type1   Target ($)3   Maximum ($)   Target (#)   Maximum (#) Gregory Bryant     1/30/2019       1/30/2019     Annual PSU                     92,243       184,486       —                       4,221,800       1/30/2019       1/30/2019     Annual RSU                     —       —       23,061                       1,039,300       3/13/2019       3/12/2019     PU                     56,250       112,500       —                       2,829,400       3/13/2019       3/12/2019     PO                     225,000       225,000       —       54.11       54.37       2,542,500       10/30/2019       9/10/2019     Promo RSU                     —       —       19,172                       1,037,300       1/30/2019       1/30/2019     Annual Cash     836,800       10,000,000                                                         1/30/2019       1/30/2019     Quarterly Cash     99,900                                                             1 The Award types are as follows: Annual RSU—annually granted RSUs,; Annual PSU—annually granted PSUs; PO—Performance Options; PU—Performance Units; and CIR PSU—Cash Incentive-Related PSUs; Interim PSU—PSUs granted in connection with interim service; Interim RSU—RSUs granted in connection with interim service; Promo RSU—RSUs granted in connection with promotions; RET RSU—RSUs granted in connection with retention; Annual Cash—annual incentive cash opportunity under Executive Incentive Cash Plan; and Quarterly Cash—quarterly incentive cash opportunity under quarterly incentive cash program. 2 The “Estimated Future Payouts Under Equity Incentive Plans” columns represent the target and maximum number of shares that could be received by each listed officer under OSUs.each award of PSUs, Performance Units, Performance Options, and the Cash Incentive-Related PSUs. 23 Amounts reported as “Target” in the “Annual Cash” rows are the listed officer’s annual prorated incentive cash target reflecting the time such officer was in different roles and had different incentive cash targets throughout 2019 or for Mr. Davis, joined Intel after the start of the year, and the amounts reported as “Target” in the “Quarterly Cash” rows are the listed officer’s 20182019 aggregate quarterly incentive cash payment. Actual 20182019 annual incentive cash payments are reported in the table under the heading “Non-Equity“Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. 34 For our listed officers other than Mr. Swan, the exercise price of the Performance Options was determined based on the average of the high and low Intel stock price on the grant date as provided in our 2006 Equity Incentive Plan. Mr. Swan’s exercise price for his Performance Options was determined based on the closing Intel stock price on the grant date as provided in his offer letter. The Closing Market Price on Grant Date reflects the closing Intel stock price on the applicable grant date, which for Mr. Swan is the same as the exercise price of his Performance Options. 5 The grant date fair value (computed in accordance with FASB ASC Topic 718) is generally the amount that Intel would expense in its financial statements over the award’s service period, but does not include a reduction for forfeitures. This does not represent the actual value that may be realized by a listed officer upon vesting of the award. 4 Equity awards granted on August 15, 2018 to Mr. Swan were to bring his compensation in line with his new position as interim CEO. 5 For Mr. Rodgers, includes a special RSU grant of 88,395 shares to reflect his increased responsibilities in 2018. Annual Incentive Cash Plan.For more details regarding our Executive Incentive Cash Plan, see “Compensation Discussion and Analysis; 2018 Compensation of Our Listed Officers; 2018 Cash Compensation; Annual Incentive Cash” on page 69 of this proxy statement. OSUInterim PSU Awards.OSUs PSUs granted to the listed officers in 20182019 have a three-year performance period, frommeasured over the 36 months beginning with the first day of the fiscal year of the grant date, and a 37-month vesting schedule, meaning thatvest on January 31, 2022, subject to certification by the Compensation Committee of the performance metrics are measured over the first 36 months, and the corresponding number of shares will vest in the 37th month. results. The number of shares of Intel common stock to be received at vesting will range 82 Executive Compensation         2019 PROXY STATEMENT from 0% to 200% of the target amount, based on the relative TSR of Intel common stock measured against the median TSR of the S&P 500 IT Index over a three-year period.period and three-year cumulative EPS growth rate compared to a target established by the Compensation Committee at the time the PSUs are granted. For OSUsPSUs granted to listed officers in 2018,2019, the payout percentage ratesor multiplier at which OSUsPSUs convert into shares are as follows:will be based on the results of the following two metrics added together. Relative TSR—50% of the target number of shares: if Intel’s TSR is within 1% of the peer group’s TSR, OSUsPSUs convert into shares at target;target number for this metric; if Intel under-performs the S&P 500 IT Index, the percentage at which the OSUsPSUs convert into shares will be reduced from 100% at a rate of 4-to-1 (a 4-percentage-point reduction in units for each percentage point of under-performance); if Intel’s TSR is more than 25 percentage points below the TSR of the S&P 500 IT Index, no shares will be issued and the OSUsPSUs will be forfeited; and if Intel outperforms the S&P 500 IT Index, the percentage at which the OSUsPSUs convert into shares will be increased from 100%, at a rate of 4-to-1 (a 4-percentage-point increase in units for each percentage point of over-performance), with a maximum percentage of 200%. TSR is a measure of stock price appreciation plus any dividends paid during the performance period. Cumulative EPS Growth—50% of the target number of shares: if Intel’s cumulative EPS growth rate for the three-year performance period is 100% of the target EPS growth rate established by the Compensation Committee at the time of PSU grant, then the PSUs convert into shares at target number for this metric. For every percentage point the three-year EPS cumulative growth rate is below the EPS growth target it will pay out 11% less than target. For every percentage point the growth rate exceeds the EPS growth target, the payout will increase 22.2% not to exceed 200%. In 2018,2019, annual equity awards granted to the listed officers, other than Mr. Underwood, were composed of 80% OSUsPSUs and 20% RSUs while Mr. Underwood received 60% PSUs and 40% RSUs. The special equity award granted to Mr. Swan in August 2018January 2019 in connection with his interim CEO role was composed of 50% OSUsPSUs and 50% RSUs; similarly the special equity awards granted to Mr. Underwood in April 2019 in connection with his interim CFO role was composed of 50% PSUs and 50% RSUs. 94 Executive Compensation  |  2020 PROXY STATEMENT   Annual and Retention RSU Awards.RSUs granted to the listed officers in 20182019 vest in substantially equalon a quarterly incrementsbasis over the three years following the grant date, exceptdate. Strategic Growth Equity Awards. The listed officers were awarded Strategic Growth Equity Awards comprised of Performance Units and Performance Options. For more details regarding the special RSUs awardedStrategic Growth Equity Awards, see “Compensation Discussion and Analysis; 2019 Compensation of Our Listed Officers; Strategic Growth Equity Awards” on page 71. Cash Incentive-Related PSU Awards. As part of Mr. Swan’s promotional equity awards, he was granted in January 2019 Cash Incentive-Related PSUs that vest based on the extent to Mr. Rodgers, which vest in substantially equalperformance goals under our annual executive incentive cash plan are satisfied over a two- and three-year period. For more details regarding the Cash Incentive-Related PSUs, see “Compensation Discussion and Analysis; 2019 Compensation of Our Listed Officers; Promotion and New Hire Compensation” on page 69. Executive Incentive Cash Plan. For more details regarding our Executive Incentive Cash Plan, see “Compensation Discussion and Analysis; 2019 Compensation of Our Listed Officers; 2019 Cash Compensation; Annual Incentive Cash Compensation” on page 76. Quarterly Incentive Cash Program. For more details regarding our quarterly increments over two years following the grant date.incentive cash program, see “Compensation Discussion and Analysis; 2019 Compensation of Our Listed Officers; 2019 Cash Compensation; Quarterly Incentive Cash Compensation” on page 80. STOCK OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 20182019 The following table provides information on listed officers’ stock option exercises and vesting of RSUs and OSUs during fiscal year 2018.2019.      OPTION AWARDS    STOCK AWARDS    OPTION AWARDS      STOCK AWARDS   Name    Grant Type    Number of Shares Acquired on Exercise (#)    Value Realized on Exercise ($)    Number of Shares Acquired on Vesting (#)    Value Realized on Vesting ($)    Total Value Realized on Exercise and Vesting ($)    Grant Type            Number of Shares Acquired on Exercise (#)      Value Realized on Exercise ($)      Number of Shares Acquired on Vesting (#)      Value Realized on Vesting ($)      Total Value Realized on Exercise and Vesting ($)   Robert H. Swan    Option      —        —        —        —        —   Robert Swan    Option        —    —      —        —        —      RSU      —        —        113,447        5,113,000        5,113,000      RSU        —    —      143,981        7,770,900        7,770,900      OSU      —        —        —        —        —      OSU        —    —                    —                          —                         —   Total           —        —        113,447        5,113,000        5,113,000              —    —      143,981        7,770,900        7,770,900   Steven R. Rodgers    Option      —        —        —        —        —   George Davis    Option        —    —      —        —        —      RSU        —    —      31,014        1,513,100        1,513,100      OSU        —    —      —        —        —   Total            —    —      31,014        1,513,100        1,513,100   Todd Underwood    Option        —    —      —        —        —      RSU      —        —        79,010        3,834,300        3,834,300      RSU        —    —      12,280        648,600        648,600      OSU      —        —        47,632        2,241,000        2,241,000      OSU        —    —      3,029        161,200        161,200   Total           —        —        126,642        6,075,300        6,075,300              —    —      15,309        809,800        809,800   Venkata Renduchintala    Option      —        —        —        —        —      Option        —    —      —        —        —      RSU      —        —        137,843        6,665,600        6,665,600      RSU        —    —      61,360        3,030,300        3,030,300      OSU      —        —        —        —        —      OSU        —    —      69,898        3,721,000        3,721,000   Total           —        —        137,843        6,665,600        6,665,600              —    —      131,258        6,751,300        6,751,300   Navin Shenoy    Option      —        —        —        —        —      Option        —    —      —        —        —      RSU      —        —        105,391        5,210,900        5,210,900      RSU        —    —      103,615        5,408,000        5,408,000      OSU      —        —        17,788        836,900        836,900      OSU        —    —      26,213        1,395,400        1,395,400   Total           —        —        123,179        6,047,800        6,047,800   Brian M. Krzanich    Option      —        —        —        —        —              —    —      129,828        6,803,400        6,803,400   Gregory Bryant    Option        —    —      —        —        —      RSU      —        —        141,189        6,625,000        6,625,000      RSU        —    —      58,540        3,016,200        3,016,200      OSU      —        —        147,674        6,947,700        6,947,700      OSU        —    —      22,135        1,178,400        1,178,400   Total           —        —        288,863        13,572,700        13,572,700           —    —      80,675        4,194,600        4,194,600   2015–20182016–2019 OSU Payout.In 2018,2019, the three-year performance period ended for OSUs granted in 2015,2016, and the committee certified the performance results. Intel’s TSR was 46.6%65.1%, abovebelow the technology peer group (as described in the 20152016 Proxy   2020 PROXY STATEMENT  |  Executive Compensation 95 Statement) TSR of 43.2%77.2% by 3.412.1% percentage points. The 20152016 OSUs paid out at 100% plus 4less 2 percentage points for every percentage point that Intel’s TSR was abovebelow the median peer group TSR, not to exceed 200%.TSR. Therefore, the OSUs were converted into earned unitsshares equal to 113.5%75.7% of target and, together with dividend equivalents accrued on the shares that were earned over the 37-month vesting period, were settled at 121.9%81.7% of target and are included in the table above. 2019 PROXY STATEMENT       Executive Compensation 83 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2018 2019 The following table provides information regarding outstanding equity awards held by the listed officers as of December 29, 2018.28, 2019. Unless otherwise specified, RSUs vest quarterly over the first three years from the grant date. MarketUnless otherwise specified, market value for stock awards (OSUs(OSUs/PSUs and RSUs) is determined by multiplying the number of shares by the closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year. The listed officers did not hold any stock options as of December 29, 2018.       STOCK OPTION AWARDS   STOCK AWARDS Name   Grant Date   Number of Securities Underlying Unexercised Options Exercisable (#)   Number of Securities Underlying Unexercised Options Unexercisable (#)   Option Exercise Price ($)   Option Expiration Date   Market Value of Unexercised Options ($)   Grant Date   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)   Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)   Robert H. Swan2                             —                           —                                       —       10/25/2016       90,140       4,214,000                     —       —                                                       2/1/2017       14,671       685,900       134,785       6,301,200                                                       1/30/2018       26,519       1,239,800       122,255       5,715,400                                                       8/15/2018       30,046       1,404,700       38,166       1,784,300   Total             —       —                       —               161,376       7,544,400       295,206       13,800,900   Steven R. Rodgers3             —       —                       —       1/25/2016       4,433       207,200       49,922       2,657,500                                                       2/1/2017       12,413       580,300       114,049       5,331,800                                                       1/30/2018       81,766       3,822,600       122,255       5,715,400   Total             —       —                       —               98,612       4,610,100       286,226       13,704,700   Venkata  Renduchintala             —       —                       —       1/25/2016       29,272       1,368,500       75,348       4,011,100                                                       2/1/2017       14,896       696,400       136,859       6,398,200                                                       1/30/2018       26,519       1,239,800       122,255       5,715,400   Total             —       —                       —               70,687       3,304,700       334,462       16,124,700   Navin Shenoy3             —       —                       —       1/25/2016       2,510       117,300       28,257       1,504,200                                                       7/27/2016       3,576       167,200       —       —                                                       2/1/2017       10,021       468,500       92,069       4,304,200                                                       8/1/2017       3,384       158,200       31,153       1,456,400                                                       12/15/2017       67,846       3,171,800       —       —                                                       1/30/2018       25,061       1,171,600       115,531       5,401,100   Total             —       —                       —               112,398       5,254,600       267,010       12,665,900   Brian M. Krzanich4             —       —                       —       1/25/2016       —       —       150,704       8,022,700                                                       2/1/2017       —       —       279,938       13,087,100                                                       1/30/2018       —       —       237,632       11,109,300   Total             —       —                       —               —       —       668,274       32,219,100   1 OSUs granted in 2016 are shown at their actual conversion amount as of February 25, 2019. OSUs granted in 2017 and 2018 are shown at their target amount. The actual conversion of OSUs into Intel shares following the conclusion of the vesting period (37 months following the grant date) will range from 0% to 200% of that target amount. The actual conversion will depend upon Intel’s TSR performance versus the TSR benchmark over the applicable three-year performance period, and in the case of the OSUs granted to Mr. Swan on August 15, 2018, over the performance period from June 20, 2018 to February 1, 2021. Listed officers also will receive dividend equivalents on the final shares earned and vested for OSUs granted prior to 2017, which will pay out upon vesting in the form of additional shares. 2 Mr. Swan’s October 25, 2016 RSU award vests annually over three years. 3 These RSUs vest quarterly over a two-year period. 4 Mr. Krzanich resigned from the company in June 2018. At the time of his resignation, he was retirement eligible under the pre-existing terms of our equity plan and his equity grant agreements. Certain of his RSUs and OSUs vested under our retirement eligibility provisions, which included 87,430 RSUs and 668,274 OSU shares (for which Mr. Krzanich remained eligible to receive a payout based on actual performance of the applicable performance goals at the end of the performance period). In connection with his resignation, Mr. Krzanich forfeited a total of 58,372 RSUs (18,281 of these RSUs were from his 2017 grant and 40,091 of these RSUs were from his 2018 grant).     STOCK OPTION AWARDS   STOCK AWARDS Name   Grant Date   Number of Securities Underlying Unexercised Options Exercisable (#)   Number of Securities Underlying Unexercised Options Unexercisable (#)   Option Exercise Price ($)   Option Expiration Date2   Grant Date   Award   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)   Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)   Robert Swan     2/1/2019                        —       1,800,000       48.73       2/1/2029       2/1/2017       RSU/OSU       2,935       176,300       90,915       5,124,879                                               1/30/2018       RSU/OSU       14,733       885,200       122,255       7,345,100                                               8/15/2018       RSU/OSU       19,120       1,148,700       38,166       2,293,000                                               1/30/2019       RSU/PSU       9,434       566,800       12,579       755,700                                               1/30/2019       RSU/PSU       48,742       2,928,400       259,957       15,618,200                                               2/1/2019       PU       —       —       272,441       16,368,300                                                 2/1/2019       CIR PSU       —       —       450,000       27,036,000   Total             —       1,800,000                                       94,964       5,705,400       1,246,313       74,541,179   George Davis     4/3/2019       —       600,000       55.44       4/3/2029       4/3/2019       PU               —       150,000       9,012,000                                               4/3/2019       RSU       155,069       9,316,500       —       —   Total             —       600,000                                       155,069       9,316,500       150,000       9,012,000   Todd Underwood     4/9/2019       —       90,000       55.17       4/9/2029       2/1/2017       RSU/OSU       301       18,100       3,487       196,562                                               1/30/2018       RSU/OSU       2,163       130,000       6,728       404,200                                               1/30/2019       RSU/PSU       12,108       727,400       8,492       510,200                                               4/9/2019       PU       —       —       22,500       1,351,800                                               4/9/2019       RSU/PSU       6,151       369,600       7,381       443,500                                                 10/30/2019       RSU       25,440       1,528,400       —       —   Total             —       90,000                                       46,163       2,773,500       48,588       2,906,262   Venkata Renduchintala     3/13/2019       —       600,000       54.11       3/13/2029       2/1/2017       RSU/OSU       2,980       179,000       92,314       5,203,740                                               1/30/2018       RSU/OSU       14,733       885,200       122,255       7,345,100                                               1/30/2019       RSU/PSU       25,157       1,511,400       134,172       8,061,100                                               3/13/2019       PU       —       —       150,000       9,012,000   Total             —       600,000                                       42,870       2,575,600       498,741       29,621,940   Navin Shenoy     3/13/2019       —       600,000       54.11       3/13/2029       2/1/2017       RSU/OSU       2,005       120,500       62,102       3,500,690                                               8/1/2017       RSU/OSU       1,451       87,200       31,153       1,871,700                                               1/30/2018       RSU/OSU       13,923       836,500       115,531       6,941,100                                               1/30/2019       RSU/PSU       25,786       1,549,200       137,526       8,262,600                                               3/13/2019       PU       —       —       150,000       9,012,000   Total             —       600,000                                       43,165       2,593,400       496,312       29,588,090   Gregory Bryant     3/13/2019       —       225,000       54.11       3/13/2029       2/1/2017       RSU/OSU       2,032       122,100       23,603       1,330,501                                               8/1/2017       RSU/OSU       2,175       130,700       46,729       2,807,500                                               1/30/2018       RSU/OSU       16,390       984,700       67,240       4,039,800                                               1/30/2019       RSU/PSU       17,296       1,039,100       92,243       5,542,000                                               3/13/2019       PU       —       —       56,250       3,379,500                                                 10/30/2019       RSU       19,172       1,151,900       —       —   Total             —       225,000                                       57,065       3,428,500       286,065       17,099,301     84 Executive Compensation         2019 PROXY STATEMENT 96     Executive Compensation  |  2020 PROXY STATEMENT   1 OSUs granted in 2017 are shown at their actual payout amount and value (average of high and low stock prices) of $56.37 as of March 2, 2020. There are no dividend equivalent payments with the OSUs granted after 2016. OSUs granted in 2018 and PSUs, Performance Units (PU), and Cash Incentive-Related PSUs (CIR PSU) granted in 2019 are shown at their target amount. The OSUs will pay out based on Intel’s TSR performance relative to the S&P 500 IT Index TSR at the end of the three-year performance period. The PSUs will pay out based on Intel’s TSR performance relative to the S&P 500 IT Index and Intel’s cumulative EPS growth against an EPS growth target over the three-year performance period. The Performance Units will pay out based on certain stock price hurdles over a three- and five-year period. The Cash Related-Incentive PSUs will pay out based on achievement of financial and operational goals over a two- and three-year period. 2 If the threshold price is not achieved by February 1, 2024, the Performance Options will be canceled. PENSION BENEFITS FOR FISCAL YEAR 20182019 The following table shows the estimated present value of accumulated pension benefits for the listed officers.   Name Plan Name Number of Years of Credited Service (#) Present Value of Accumulated Benefit1 ($) Robert Swan Pension Plan n/a — Robert H. SwanGeorge Davis Pension Plan n/a — — Steven R. RodgersTodd Underwood Pension Plan n/a 133,000 75,000 Venkata Renduchintala Pension Plan n/a — — Navin Shenoy2 Pension Plan n/a — — Brian M. KrzanichGregory Bryant Pension Plan n/a 167,000 18,000   1 Until distribution, these benefits are also reflected in the listed officer’s balance reported in the Non-Qualified Deferred Compensation table (other than Mr. Rodgers and Mr. Krzanich).table. The amounts of these tax-qualified pension plan arrangements are not tied to years of credited service. Upon termination, the amount that the listed officer receives under the non-qualified deferred compensation plan will be reduced by the amount received under the tax-qualified pension plan arrangement. Mr. Swan, Mr. Davis and Dr. Renduchintala are not eligible for pension benefits as they were hired after January 1, 2011. 2 While Mr. Shenoy is eligible for pension benefits, the annuitized value of his projected account balance in Intel’s tax-qualified retirement contribution plan at age 65 exceeds his pension plan benefit amount. Accordingly, his pension benefit is reported as zero. The U.S. Intel Minimum Pension Plan is a tax-qualified defined benefit plan with two components. The first component provides participants with retirement income that is determined by a pension formula based on final average compensation, Social Security-covered compensation, and length of service upon separation not to exceed 35 years. It provides pension benefits only if the annuitized value of a participant’s account balance in Intel’s tax-qualified retirement contribution plan is less than the pension plan benefit, in which case the pension plan funds a net benefit that makes up the difference. As of December 29, 2018,28, 2019, Mr. RodgersUnderwood and Mr. Krzanich’sBryant’s amounts included in the table above were associated with this component. Effective January 1, 2015, compensation earned and service accruals were frozen as of December 31, 2014 in the U.S. Intel Minimum Pension Plan for all employees at or above a specific grade level, including all listed officers. The second component is an arrangement under which pension benefits offset amounts that otherwise would be paid under the non-qualified deferred compensation plan described below. Employees who were participants in the non-qualified deferred compensation plan as of December 31, 2003 were able to consent to a one-time change to the non-qualified deferred compensation plan’s benefit formula. This change reduces the employee’s distribution amount from the non-qualified deferred compensation plan by the lump sum value of the employee’s tax-qualified pension plan arrangement at the time of distribution. Each participant’s pension plan arrangement was established as a fixed single life annuity amount based on assumed retirement at age 65. The annual amount of this annuity is $13,500 for Mr. Rodgers and $11,700 for Mr. Krzanich. Mr. Swan, Mr. Davis, and Dr. Renduchintala were not eligible to participate in these arrangements, and Mr.Messrs. Underwood, Shenoy, and Bryant elected not to participate. Each participant’s benefit was set based on a number of elements, including his or her non-qualified deferred compensation plan balance as of December 31, 2003, IRS pension rules that consider age and other factors, and limits that Intel sets for equitable administration. The benefit under this portion of the plan is frozen, and accordingly, year-to-year differences in the present value of the accumulated benefit arise mostly from changes in the interest rate used to calculate present value and the participant’s age becoming closer to age 65. We calculated the present value assuming that the listed officers will remain in service until age 65, using the interest rate and other assumptions used by Intel for financial statement accounting, as reflected in Note 1918 to the financial statements in our 2019 Annual Report on Form 10-K for the year ended December 29, 2018.28, 2019. An officer who terminates service before age 65 can elect to receive his or her benefits at any time following termination of employment, but not later than age 65. If such officer works past age 65, then his or her benefits must start upon termination.termination of employment. Distributions before age 55 may be subject to a 10% federal penalty tax.       2019   2020 PROXY STATEMENT  |  Executive Compensation      Executive Compensation 85 97 NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 20182019 The following table shows the non-qualified deferred compensation activity for each listed officer during fiscal year 2018.2019.   Name    Executive Contributions in Last Fiscal Year1 ($)    Intel Contributions in Last Fiscal Year2 ($)    Aggregate Earnings (Losses) in Last Fiscal Year3 ($)    Aggregate Withdrawals/ Distributions In Last Fiscal Year4 ($)    Aggregate Balance at Last Fiscal Year-End5 ($)    Executive Contributions in Last Fiscal Year1 ($)    Intel Contributions in Last Fiscal Year2 ($)    Aggregate Earnings (Losses) in Last Fiscal Year3 ($)    Aggregate Balance at Last Fiscal Year-End4 ($) Robert H. Swan      2,009,400        143,100        (148,500 )       —        2,294,300   Steven R. Rodgers      587,000        102,500        (138,200 )       —        2,358,000   Robert Swan      2,170,200        161,700        902,700        5,510,300   George Davis      —        —        —        —   Todd Underwood      151,300        22,400        147,100        1,097,200   Venkata Renduchintala      —        175,300        2,900        —        150,300        105,700        199,300        46,200        477,600   Navin Shenoy      645,300        89,300        (327,000 )       —        3,063,200        1,520,600        128,000        954,500        5,627,500   Brian M. Krzanich      1,248,100        280,500        (209,700 )       (121,400 )       5,114,200   Gregory Bryant      —        61,300        115,600        676,200     1 Amounts included in the Summary Compensation Table in the “Salary” and “Non-Equity“Non-Equity Incentive Plan Compensation” columns for 2018.2019. 2 These amounts, which accrued during fiscal year 20182019 and were credited to the participants’ accounts in 2019,2020, are included in the Summary Compensation Table in the “All Other Compensation” column for 2018.2019. 3 These amounts are not included in the Summary Compensation Table because plan earnings were not preferential or above market. 4 Withdrawal and distribution amounts are not included in the Summary Compensation Table because these are payouts of prior years’ earnings and contributions. 5 These amounts are as of December 31, 20182019 and do not take into account the amounts in the “Intel Contributions in Last Fiscal Year” column in the table above that were accrued during fiscal year 20182019 but were credited to the participants’ accounts in 2019.2020. The following amounts are included in the fiscal year-end balance and previously were reported as compensation to the listed officers in the Summary Compensation Table for 2006 through 20182019 (except for Mr. Swan who was not a listed officer prior to 2016; Mr. Rodgers, who was not a listed officer prior to 2018;and Dr. Renduchintala, who waswere not a listed officerofficers prior to 2016; Mr. Shenoy, who was not a listed officer prior to 2017; and Mr. KrzanichMessrs. Davis, Underwood, and Bryant, who waswere not a listed officerofficers prior to 2012)2019): Mr. Swan, $383,100; Mr. Rodgers, $597,700;$2,535,600; Dr. Renduchintala, $147,600;$322,800; Mr. Shenoy, $606,800; and Mr. Krzanich, $1,912,600.$1,165,700. Intel will distribute the balances reported in the Non-Qualified Deferred Compensation table (plus any future contributions or earnings) to the listed officers in the manner that the officers have chosen under the plan’s terms. Some balances reported in the table above include the offset amount that the employee would receive under the tax-qualified pension plan arrangement; the actual amount distributed under this plan will be reduced by the benefit under the pension plan arrangement. See the Pension Benefits table for these amounts. The following table summarizes the total contributions made by the participant and Intel, including gains, losses, and distributions attributable to such contributions, that were previously reported (or that would have been reported had the participant been a listed officer for all years) in the Summary Compensation Table over the life of the plan. The amounts in the table are as of December 31, 20182019 and do not take into account any amounts that were accrued during fiscal year 20182019 but were credited to the participants’ accounts in 2019.2020.   Name    Aggregate Executive Deferrals over Life of Plan ($)    Aggregate Intel Contributions over Life of Plan ($) Aggregate Executive Deferrals over Life of Plan ($) Aggregate Intel Contributions over Life of Plan ($) Robert H. Swan      2,294,300        —   Steven R. Rodgers      1,793,000        565,000   Robert Swan   5,340,100   170,200 George Davis   —   — Todd Underwood   872,000   225,200 Venkata Renduchintala      —        150,300     113,300   364,300 Navin Shenoy      2,725,800        337,400     5,097,600   529,900 Brian M. Krzanich      3,367,200        1,747,000   Gregory Bryant   131,100   545,100 Intel’s non-qualified deferred compensation plan allows certain highly compensated employees, including listed officers, to defer up to 60% of their salary and up to 75% of their annual incentive cash payment. Gains on equity compensation are not eligible for deferral. Intel’s contributions to the employee’s account represent the portion of Intel’s retirement contribution on eligible compensation (consisting of base salary and annual and quarterly incentive cash payments) earned in excess of the tax code covered compensation limit of $275,000$280,000 in 2018.2019. Intel’s contributions are subject to the same vesting provisions as the retirement contribution plan. After two years of service, Intel’s contributions vest in 20% annual increments until the participant is 100% vested after six years of service. Intel’s contributions also vest in full upon death, disability, or reaching the age of 60, regardless of years of service. All listed officers, other than Mr. Swan, Mr. Davis, and Dr. Renduchintala, and Mr. Swan, are fully vested in the value of Intel’s contributions, as they have each completed more than six years of service. Mr. Swan and Dr. Renduchintala will become fully vested in any Intel contributions by 2020 and 2021, respectively. Mr. Davis is not eligible for Intel’s contributions, as he joined Intel in April 2019.   86 Executive Compensation         2019 PROXY STATEMENT 98     Executive Compensation  |  2020 PROXY STATEMENT   EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS All of Intel’s listed officers are employed at will, and, other than Dr. Renduchintala and Mr.Messrs. Swan and Davis, without employment agreements or offer letters (subject only to the effect of local labor laws), and we do not maintain any payment arrangements that would be triggered by a “change in control” of Intel. Intel entered into an offer lettersletter with each of Dr. Renduchintala and Mr. Swan,Davis in connection with him becoming our CFO in April 2019, which provideprovides for time-limited severance benefits in the event of a termination of employment without cause by Intel withinor for good reason by the executive. In addition, Messrs. Swan and Underwood have equity awards that will accelerate vesting in the event of a specified numbertermination of yearsemployment without cause by Intel or for good reason by the executive. See “Promotion and New Hire Compensation” and “Post-Employment Compensation Arrangements” under the Compensation Discussion and Analysis on pages 69, 85, and 86 for the details of their joining Intel; these benefits have expired. In January 2019, Intel entered into an offer letterarrangements with Mr.Messrs. Davis, Swan, in connection with his appointment as CEO.and Underwood.   2020 PROXY STATEMENT  |  Executive Compensation 99 OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS SEC rules require companies to report the amounts of benefits that are triggered by termination of employment. These amounts are reported in the following tables under the heading “Payment/Benefit.” As noted above, we do not maintain arrangements for listed officers that are triggered by a change in control. The table below reports the value of payments and benefits available to each of the listed officers upon the following specified events: voluntary separation or retirement, involuntary termination, or death or disability, assuming that the triggering events occurred on December 29, 2018,28, 2019, based on the price per share of Intel common stock on the last trading day of the fiscal year ($46.7560.08 on December 28, 2018)27, 2019). NoneMessrs. Swan and Underwood are the only listed offers with accelerated vesting provisions in certain equity awards in the event of an involuntary termination of employment (termination without cause by Intel or for good reason by the executive). Mr. Davis is the only listed officers other than Mr. Krzanich was retirement eligible asofficer with a severance payment provided in his offer letter in the event of 2018 fiscal year-end. For Mr. Krzanich,an involuntary termination of employment (termination without cause by Intel or for good reason by the table below sets forth the actual payments and estimated benefits he received in connection with his resignation on June 20, 2018, as a result of him being retirement eligible under the pre-existing terms of the applicable plans and grant agreements.executive). Amounts actually received if any of the listed officers cease to be employed will vary based on factors such as the timing during the year of any such event, the company’s stock price, the listed officer’s age, performance under the terms of applicable performance-based awards, and any changes to our benefit arrangements and policies. Amounts shown do not include (i) benefits earned during the term of the listed officer’s employment that are available to all benefit-eligible salaried employees, (ii) the value of vested equity awards that the listed officer is entitled to regardless of whether employment is terminated, and (iii) the value of vested deferred compensation and retirement benefits that are also reported in the tables above.   Name   Payment/Benefit1    Voluntary Separation or Retirement ($)    Involuntary Termination ($)    Death or Disability ($) Payment/Benefit1 Voluntary Separation or Retirement ($) Involuntary Termination ($) Death or Disability ($) Robert H. Swan2   Valuation of RSU Vesting Acceleration      —        1,404,700        7,544,400   Robert Swan2 Valuation of RSU Vesting Acceleration   —   1,904,500   5,705,400   Valuation of OSUs      —        1,784,300        13,800,900   Valuation of PSUs/OSUs   —   19,228,100   77,514,300   Other      —        —        —   Other   —   —   108,144,000   Total      —        3,189,000        21,345,300   Total   —   21,132,600   191,363,700 Steven R. Rodgers   Valuation of RSU Vesting Acceleration      —        —        4,610,100   George Davis3 Valuation of RSU Vesting Acceleration   —   —   9,316,500 Valuation of PSUs/OSUs   —   —   9,012,000 Other   —   10,333,300   36,048,000 Total   —   10,333,300   54,376,500 Todd Underwood4 Valuation of RSU Vesting Acceleration   744,900   1,114,500   2,773,500   Valuation of OSUs      —        —        13,704,700   Valuation of PSUs/OSUs   714,800   1,158,300   3,020,300   Other      —        —        —   Other   —   —   5,407,200   Total      —        —        18,314,800   Total   1,459,700   2,272,800   11,201,000 Venkata Renduchintala   Valuation of RSU Vesting Acceleration      —        —        3,304,700   Valuation of RSU Vesting Acceleration   —   —   2,575,600   Valuation of OSUs      —        —        16,124,700   Valuation of PSUs/OSUs   —   —   32,640,700   Other      —        —        —   Other   —   —   36,048,000   Total      —        —        19,429,400   Total   —   —   71,264,300 Navin Shenoy   Valuation of RSU Vesting Acceleration      —        —        5,254,600   Valuation of RSU Vesting Acceleration   —   —   2,593,400   Valuation of OSUs      —        —        12,665,900   Valuation of PSUs/OSUs   —   —   31,618,900   Other      —        —        —   Other   —   —   36,048,000   Total      —        —        17,920,500   Total   —   —   70,260,300 Brian M. Krzanich3   Valuation of RSU Vesting Acceleration      4,087,400             Gregory Bryant5 Valuation of RSU Vesting Acceleration   1,488,000   —   3,428,500   Valuation of OSUs      32,219,100             Valuation of PSUs/OSUs   8,949,600   —   17,871,200   Other      399,800             Other   —   —   13,518,000   Total      36,706,300             Total   10,437,600   —   34,817,700   1 The outstanding PSUs and OSUs are valued at target amount and the actual shares will not be known until the time of the applicable payout date after the end of the applicable performance period based on actual performance results. Payout may range from 0% to 200% of the target amount. 2019 PROXY STATEMENT       Executive Compensation 87 2 Mr. Swan’s August 2018 specialand January 2019 equity awards for his interim CEO role and the February 2019 Cash Incentive-Related PSU award provide for accelerated vesting in the event of his termination of employment by the company without cause or his resignation for good reason. 3  Mr. Krzanich resigned from IntelDavis’ offer letter provides for severance payments in June 2018. Amounts above reflect what he actually received uponthe event of his termination of employment by the company without cause or his resignation unless otherwise noted. In connection withfor good reason. He would receive any unpaid portion of his resignation, Mr. Krzanich forfeitedhiring bonus as well as a total of 58,372 RSUs (with the estimated value of $2,728,900 as of December 29, 2018). Certain of Mr. Krzanich’s RSUs vested upon his resignation based on his meeting the Rule of 75 retirement eligibility requirements applicable to such RSUs, in accordance with the pre-existing terms of those awards (described in further detail below). While Mr. Krzanich’s OSUs vested in full upon his resignation pursuant to the pre-existing terms of those awards, those OSUs remain subject to performance conditions and shares will not be issued under Mr. Krzanich’s OSUs until after the end of the applicable performance periods. OSU shares will be issued based on actual achievement of the performance conditions. The total amount of accelerated OSU awards for Mr. Krzanich shown in the table above is based on the price per share of Intel common stock on the last trading day of the fiscal year ($46.75 on December 28, 2018), withseverance payment, the value of the OSUs based on their target amount. Below iswhich declines from $10,000,000 by 1/12th each quarter over a summary of the OSUs granted to Mr. Krzanich that received accelerated vesting. For the 2016 OSU grant, the actual value on February 25, 2019, the payout date, was $8,022,700 based on the price per share of Intel common stock on the payout date ($53.24). For the 2017 and 2018 OSU grants, the actual value of the OSUs will not be known until the time of the applicable payout date after the end of the applicable performancethree-year period based on actual performance results. Payout may range from 0% to 200% of the target amount.his start date.         2016 OSU Grant    2017 OSU Grant    2018 OSU Grant Accelerated Value    $        8,022,700    $        13,087,100    $        11,109,300 Number of Shares    150,704 (Actual)    279,938 (Target)    237,632 (Target)   100 Executive Compensation  |  2020 PROXY STATEMENT   4 AmountsMr. Underwood’s April 2019 equity awards for his interim CFO role provide for accelerated vesting in the event of his termination of employment by the company without cause or his resignation for good reason. Mr. Underwood is also retirement eligible under the Other row represent $399,800 for continued personal security arrangements following his resignation as a resultRule of ongoing threats post-employment.75. 5 Mr. Bryant is retirement eligible under the Rule of 75. 2018 EQUITY AWARD PROVISIONS     Unvested PSUs/OSUs are canceled upon termination of employment for any reason other than retirement, death, or disability. In the event of retirement under the Rule of 75 (when the holder’s age and years of service equal at least 75) or reaching the age of 60 for grandfathered employees, the number of PSUs eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period if the retirement occurs within the first calendar year of the grant date; if retirement occurs after the first calendar year, then the PSUs/OSUs are fully vested. In the event of retirement under the Rule of 75 or reaching the age of 60 with five years of services for new employees, the number of PSUs eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period. PSUs are not settled into shares of Intel stock until after the end of the performance period, even if the holder qualifies for early vesting. Unvested PSUs/OSUs are canceled upon termination of employment for any reason other than retirement, death, or disability. PSUs/OSUs are fully vested upon retirement under the Rule of 75 when the holder’s age and years of service equal at least 75, or reaching the age of 60. PSUs/OSUs are not settled into shares of Intel stock until after the end of the performance period, even if the holder qualifies for early vesting.   RSUs are subject to retirement vesting under the rule of Age 60 or the Rule of 75, but not both. Upon retirement under the rule of Age 60, the holder receives one additional year of vesting for every five years of service. Upon retirement under the Rule of 75, the holder receives one additional year of vesting. Additional years of vesting means that any RSUs scheduled to vest within the number of years from the retirement date determined under the rule of Age 60 or Rule of 75 will be vested on the holder’s retirement date.   Upon disability or death, all unvested PSUs, OSUs, and RSUs become 100% vested. For details on the 2019 changes to the PSU retirement provisions, see “Compensation Discussion and Analysis; Executive Summary; 2019 Compensation Program Changes” on page 63 of this proxy statement.   88 Executive Compensation         2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Executive Compensation 101  CEOCEO PAY RATIO   In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The 20182019 annual total compensation of our CEO Mr. Swan is $16,706,700 (which was calculated based on his reported compensation as best reflecting annual compensation for service as interim CEO),$66,935,100, the 20182019 annual total compensation of our median compensated employee is $106,900,$96,300, and the ratio of these amounts is 156695 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices, different types of workforce,workforces and operate in different countries, and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. As permitted under the SEC rules, we We are using the same median employee identified for purposesa global company with more than 51% of our 2018 CEO pay ratio, as we believeemployees located outside the changes toU.S. and significant manufacturing operations. As a result, our employee population and compensation have not significantly impacted our ratio, including as a resultis different than that of the acquisition described below. other companies. For purposes of identifying our median compensated employee, last year, we used our global employee population as of October 2, 2017,December 29, 2019, identified based on our human resources system of record, but excluded the approximately 820 employees of Mobileye B.V., a subsidiary acquired in 2017.record. We used total direct compensation as our consistently applied compensation measure. In this context, total direct compensation means the applicable annual base salary determined as of October 2, 2017,December 29, 2019, the annual incentive cash target amount or commission target amount payable for service in 2017,2019 , and the approved value of the annual equity awards granted during 2017,2019 , which we annualized for all permanent employees who did not work for the entire year. To identify our median compensated employee, we then calculated the total direct compensation for our global employee population and excluded employees at the median who had anomalous compensation characteristics. Our median employee pay has declined since 2017 in part due to an increase in employee hires outside the U.S., as well as an increase in our manufacturing operations. Approximately 77%81% of our U.S. employees’ total direct compensation exceeds our median employee’s total direct compensation.   Our median employee works in the U.S. as a full-time sales operations analyst,talent advisor, which is a non-technology position. As of fiscal year-end, we had 107,400110,800 worldwide employees, and the chart to the rightgraph below shows the breakdown of our employees by region. 3% 20% United States 2018 Asia Pacific EMPLOYEES 48% BY REGION Europe, Middle East, Africa 29% Latin America and Canada     SUPPLEMENTAL PAY RATIO We are presenting an alternative pay ratio that we believe facilitates a better understanding of our CEO’s ongoing annual total compensation and better comparability. The pay ratio provided above is based on our CEO’s 2019 annual total compensation, as reported in the 2019 Summary Compensation Table, which contains special equity awards, including his interim CEO award, Cash Incentive-Related PSUs, and the Strategic Growth Equity Awards, which are not representative of Mr. Swan’s intended annual equity grant value, but instead are non-recurring equity awards in connection with Mr. Swan’s interim CEO service and appointment as Intel’s permanent CEO. The grant date fair value of these one-time equity awards as provided in the 2019 Summary Compensation Table was approximately $46,896,000. Mr. Swan’s 2019 annual equity grant date fair value was $14,826,600. The supplemental pay ratio excludes the non-recurring special equity awards to our CEO, and includes only the $14,826,600 of his 2019 annual equity grant date value. For purposes of this ratio, our CEO’s 2019 annual total compensation is $20,039,100 which when compared to the annual total compensation of our median compensated employee of $96,300, results in a pay ratio of 208:1     CEO Annual Total Compensation Median Employee Annual Total Compensation Pay Ratio SEC Required Calculation   $66,935,100   $96,300   695:1 Supplemental Pay Ratio   $20,039,100   $96,300   208:1     102   2019 CEO Pay Ratio  |  2020 PROXY STATEMENT       CEO Pay Ratio 89  PROPOSAL 4   APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2006 EQUITY INCENTIVEEMPLOYEE STOCK PURCHASE PLAN The Board of Directors is requesting that our stockholders vote in favor of amending and restating the 2006 Equity IncentiveEmployee Stock Purchase Plan (2006 EIP)ESPP), which would extend the 2006 EIPESPP for an additional three years, among other changes described below. Since thefive years. The 2006 EIPESPP was first adoptedapproved by stockholders in 2006, it has been our practicethat year with a five-year term, re-approved for additional five-year terms in 2011 and 2015, and scheduled to present itterminate on August 31, 2021. The 2011 approval also added 133 million shares to stockholders for re-approval as often as every two years, which allows stockholders to regularly and frequently review our use of equity compensation and to vote upon the continued use of the 2006 EIP. This year, we are requesting an extension of three years, which is a more common duration, but still allows for frequent stockholder review.authorized grant amount. If this Proposalproposal is approved, the term of the 2006 EIPESPP will extend to 2023; if not approved,2026 and 150 million shares will be added to the authorized grant amount to increase the plan total to 523 million shares. The majority of companies we compete with for talent offer stock purchase programs. The primary purpose of these plans is to provide employees with the opportunity to acquire an ownership stake in their company through participation in a payroll deduction-based employee stock purchase plan. Extending the 2006 EIP will terminate in 2020. The 2006 EIP is the sole active plan for granting equity awards to eligible employees and non-employee directors. The Board believes that our 2006 EIPESPP is in the best interest of stockholders, andas it offers employees the opportunity to purchase common stock of Intel, as equity awards granted underthus providing additional incentive to contribute to the plan helpprosperity of the company. Additionally, the 2006 ESPP enables Intel to attract,compete for talent in markets in which we operate, and motivate and retain talentedthe best employees and non-employee directors; align employee and stockholder interests; link employee compensationwith a market-competitive benefit at a reasonable cost to company performance; and maintain a culture based on employee stock ownership. Intel has a long-standing practice of granting equity awards not only to its executives and directors, but also broadly among its employees. As of December 29, 2018, Intel had 107,400 employees, all of whom are eligible to receive awards under the 2006 EIP, and of which approximately 87% received an equity award in 2018.stockholders. The 2006 EIP authorizes us to grant four types of equity awards: stock options, stock appreciation rights (SARs), restricted stock, and restricted stock units (RSUs). In practice, we have used the 2006 EIP to grant time-based RSUs, performance-based RSUs (which we called “OSUs” in the past, but will call “PSUs” going forward; all further references to performance-based restricted stock units in this proposal will use the term “PSUs”), and stock options. Please note that the following summary of major features of the amended and restated 2006 EIPESPP is qualified in its entirety by reference to the actual text of the amended and restated 2006 EIP, which is includedESPP, set forth asAppendix B to this proxy statement. Exhibit B. KEY CHANGES TO THEWe are seeking approval of the following amendments for the 2006 EIPESPP: 1. Approval of the 2006 ESPP with an expiration date of August 31, 2026. The 2006 ESPP is currently scheduled to expire on August 31, 2021; if approved by our stockholders, the 2006 ESPP will expire on August 31, 2026. 2. Addition of 150 million shares to fund the 2006 ESPP for an additional five years. The Board is recommending the approval of an additional 150 million shares under the 2006 ESPP to continue employee participation over the next five years. BACKGROUND ON STOCK PURCHASE PLANS AT INTEL   We are requestingThe 2006 ESPP was adopted by the Board on February 23, 2006 and was last approved by Intel’s stockholders on May 21, 2015 for a total authorization of 373 million shares. Participation is voluntary and requires that stockholders approveemployees make contributions through payroll deductions. In the amended and restatedsubscription period ending February 2020, approximately 84.9% of Intel’s eligible employees were participating (approximately 93,800 participants out of about 110,500 eligible employees). Intel’s 2006 EIP, which includes approvalESPP allows employees to purchase stock twice a year at the end of each six-month subscription period. The purchase price is the lower of 85% (or such higher percentage as may be established by the Compensation Committee) of the following: Extensionfair market value of the Expiration Date of the 2006 Equity Incentive Plan to June 30, 2023. The 2006 EIP is currently scheduled to expirestock on June 30, 2020, and we are requesting an extension of the expiration of the plan to June 30, 2023. This extension is different than our past practice of a biennial renewal cycle. We are changing to a triennial renewal cycle after considering stockholder feedback and our own benchmarking, which showed a triennial cycle is more common in our industry. A triennial cycle provides our stockholders with the ability to evaluate and vote on the continuation of our plan on a frequent basis, while aligning Intel with the more common practice among similar public companies. Addition of 80 Million Shares to Fund the 2006 Equity Incentive Plan through June 2023.The Board requests the addition of 80 million shares to the 2006 EIP. These 80 million shares represent 1.8% of our outstanding shares of common stock as of December 29, 2018. We carefully manage share usage under the 2006 EIP—overeither the last three fiscal years, our annual gross burn rate has averaged 0.96%. In 2018, we granted equity awards covering 36.4 million shares. If approved, we expect this additional share request would allow us to maintain our regular equity compensation programs without interruption totrading day before the end of the extended 2006 EIP’s three-year term in June 2023. Modificationenrollment period or the last trading day of the limit on Outside Director Awards.The 2006 EIP currently provides that non-employee memberssubscription period. Employees can contribute between 2% and 10% of their annual compensation (or such other percentages as the Boardcommittee may be granted each year awardsestablish from time to time), but may not purchase more than $25,000 in value in any calendar year. Employees purchased 17.1 million shares in 2019 for $688 million under the 2006 EIP covering up to 100,000 shares. The proposed amendedESPP (13.7 million shares for $468 million in 2018 and restated 2006 EIP would replace this limit with an overall limit on compensation, both equity and cash-based, that may be provided to any one non-employee director14.5 million shares for $432 million in any year. Under2017). Annual dilution from the amended and restated 2006 EIP, the aggregate dollar value of compensation (both equity and cash-based) that may be grantedshares purchased under the 2006 EIP or otherwise during any fiscal year to any one non-employee director may not exceed $1,250,000, with the value of equity-based compensation for this purpose determined using the grant date fair valueESPP was approximately 0.4% in 2019 and 0.3% in each of the award. Under our current non-employee director compensation program, each director is eligible to receive annual compensation valuedprior two years. Annual dilution equals shares purchased divided by shares outstanding at no less than $310,000 each year, with additional remuneration for committee, committee chair, and lead director service. Modificationthe end of other individual annual award limits. The 2006 EIP currently limits the number of shares that may be subject to awards granted to an individual participant in any calendar year to no more than three million shares subject to stock options or SARs and no more than two million shares subject to awards of restricted stock or RSUs. The proposed amended and restated 2006 EIP would increase each of these limits to four million shares per calendar year to provide the Compensation Committee and Board with additional flexibility in appropriately sizing equity awards.year.   90 Proposal 4: Approval of Amendment and Restatement of the 2006 Equity Incentive Plan          2019 PROXY STATEMENT Certain Administrative Modifications Relating to the U.S. Tax Cuts and Jobs Act.In addition to the above, the amended and restated 2006 EIP eliminates language that is no longer applicable as a result of the repeal of the “performance-based compensation” exemption to Section 162(m) of the Code, such as language making a distinction between performance criteria and adjustments thereto that were applicable to awards designed to comply with the performance-based compensation exemption under Section 162(m) of the Code and other performance criteria and adjustments that could be applied to awards granted under the 2004 Plan outside the scope of Section 162(m) of the Code. SHARE RESERVATION The following table summarizes the number of shares that would be authorized for issuance after December 29, 2018 under our 2006 EIP, if this Proposal is approved. Please note the 2006 EIP and the 2006 Employee Stock Purchase Plan are Intel’s only active equity plans. There are not any outstanding equity awards granted and administered by Intel under any other equity plan, except awards under equity plans assumed by Intel in a merger or acquisition of another company. 2006 EIP SHARE RESERVATION Millions Outstanding awards as of December 29, 20181 92.2 Outstanding Options/SARs2 3.3 Outstanding RSUs and PSUs 88.9 Additional shares issuable if PSUs vest at maximum payout levels3 11.0 Shares available for new grants as of December 29, 20184 174.1 Total number of shares issuable after December 29, 2018 (outstanding awards plus potential new grants) 277.3 Additional shares requested under this Proposal5 80.0 Total shares authorized for issuance after December 29, 2018 (if this Proposal is approved) 357.3 1 Excludes 7.7M shares issuable, originally granted under plans we assumed in connection with acquisitions. This number also assumes that PSUs outstanding as of December 29, 2018 will convert at 100% of their target amounts upon vesting. PSUs are granted at a target share amount, and can convert into Intel shares anywhere from 0% to 200% of that target amount upon vesting, depending on Intel’s total stockholder return performance relative to a comparison group of companies. For more information on PSUs, see “Executive Compensation; Grants of Plan-Based Awards in Fiscal Year 2018.” 2 The weighted average exercise price is $24.46. The weighted average remaining term is one year. 3 This is the additional number of shares that would be issued if PSUs outstanding as of December 29, 2018 convert at 200% of their target amounts upon vesting. 4 Assumes PSUs outstanding as of December 29, 2018 vest at maximum payout levels. 5 If this Proposal is approved, an estimated 254.1 million shares would be available for new grantsdate under the 2006 EIP. That number is an estimate because the shares available may increase due to cancellations and expirations and decrease due to new grants betweenESPP 373 million Shares issued from 2006 through December 29, 2018 and the effective date of28, 2019 under the 2006 EIP amendment and restatement.ESPP (254 million ) Total shares available for issuance from December 28, 2019 through August 31, 2021 119 million Additional shares requested under this amendment 150 million Total shares available for issuance from December 28, 2019 PROXY STATEMENT    through August 31, 2026   Proposal 4: Approval 269 million Total authorization of Amendment and Restatement of the 2006 Equity Incentive PlanESPP for issuance from May 2006 through August 31, 2026 91 523 million IMPORTANT GOVERNANCE FEATURES AND PRACTICESKEY TERMS   The amendedkey terms of the 2006 ESPP, including the proposed extension, are summarized below. ELIGIBILITY Employees of Intel and restated 2006 EIP and our equity compensation programs are designed to reflect leading corporate governance practices: FEATURE/PRACTICE DESCRIPTION No Liberal Share Recycling Shares used to pay the exercise price or withholding taxes for an outstanding award, unissued shares resulting from the net settlement of outstanding SARs, and shares purchased by Intel in the open market using the proceeds of option exercises do not become available for issuance as future awards. No Evergreen Provision The 2006 EIP does not contain an “evergreen” feature that automatically replenishes the shares available for future grants under the plan. No Automatic Grants The 2006 EIP does not provide for automatic grants to any participant. No Tax Gross-Ups The 2006 EIP does not provide for any tax gross-ups. No Discounted Options or SARs Stock options and SARs may not be granted with exercise prices lower than the market value of the underlying shares on the grant date. No Repricing without Stockholder Approval Other than in connection with a change in Intel’s capitalization, the purchase price of a stock option or SAR may not be reduced without stockholder approval, and underwater options and SARs may not be exchanged, or canceled and re-granted, for awards with a lower exercise price or for cash without stockholder approval. No Reload Grants Reload grants, or the granting of stock options conditioned upon delivery of shares to satisfy the exercise price and/or tax withholding obligation under another employee stock option, are not permitted. Claw-Back If the Compensation Committee determines that a participant committed an act of misconduct specified in the 2006 EIP, his or her unvested RSUs (including PSUs) and restricted stock will be canceled and none of his or her options and SARs will be exercisable. If the participant is an executive officer and the Compensation Committee determines that the act of misconduct contributed to a financial restatement, the participant may also be required to repay to Intel certain proceeds from his or her sales of Intel shares. See “Claw-Back Provision for Executive Officers” below. Individual Limits on Awards The 2006 EIP limits the number of shares underlying awards that may be granted to a participant in a calendar year. There are further limits on the number that may be granted to a non-employee director. Minimum Performance Period Any performance-based RSU or restricted stock award must be based on performance over a period of one year or longer. Our PSUs have a performance period of three years, which we believe promotes the creation of long-term value. Our senior-level employees receive a majority of their equity compensation, by grant date fair value, in PSUs. Three-Year Plan Term This amendment and restatement would extend the plan term by three years, which supports our philosophy of frequent stockholder review of the plan, but at a frequency more in line with industry practice. This requires us to regularly and frequently present the 2006 EIP to stockholders for re-approval and extension. Independent Administration The 2006 EIP is administered by the Compensation Committee, which is composed entirely of “independent directors” within the meaning of Nasdaq independence requirements, “non-employee directors” as defined in Rule 16b-3 under the Exchange Act. 92 Proposal 4: Approval of Amendment and Restatement of the 2006 Equity Incentive Plan          2019 PROXY STATEMENT BACKGROUND ON EQUITY COMPENSATION AT INTEL Intel granted equity awards to approximately 87% of its employees in 2018 andsubsidiaries are generally grants awardseligible to more than 80% of employees in any one year. While we typically grant equity awards on a pre-established quarterly schedule, we grant most of our awards in the second quarter of each year as part of our company-wide employee performance evaluation. EQUITY AWARD GRANTS IN 2018 UNDER THE 2006 EIP Category    Number of Shares Subject to Awards Granted (in millions)    % of Total 2018 Grants Non-Employee Directors      0.1        0.3 %  Listed Officers      1.1        3.0 %  All Other Participating Employees      35.2        96.7 %  Total      36.4        100.0 %  The Compensation Committee generally limits grants to our listed officers to no more than 5% of the total equity awards granted in any one year. Over the past three fiscal years, on average only 3% of all equity awards were granted to our listed officers. From 2015 through 2018, we have granted equity awards under the 2006 EIP exclusively in the form of RSUs and PSUs. The employees in our broad-based equity award program receive RSUs. Our senior-level employees and non-employee directors receive PSUs in addition to RSUs, with our senior-level employees generally receiving a majority of their equity awards, by grant date fair value, in the form of PSUs. The payout of PSUs is subject to a performance-based formula. They are granted at a target share amount, and the number of shares a participant ultimately receives, depending on Intel’s performance, can range from 0% to 200% of the target. Prior to 2019, the PSU payout depended on Intel’s TSR relative to the average TSR of a comparison group of companies over a three-year performance period. For PSUs granted in 2019, the payout depends on two equally weighted performance components. One component is the same TSR formula of past PSUs and the other component is based on Intel’s EPS growth over a three-year performance period. For more information on PSUs, see page 63 for a description of our current executive compensation programs. We believe RSUs and PSUs are an effective means to align the interests of employees and stockholders, and PSUs provide our senior leadership with at-risk compensation that rewards for performance. The number of shares issued under awards may be lower or, in the case of PSUs, higher than the nominal number of shares stated in the awards, but in no case may the limits set forthparticipate in the 2006 EIP be exceeded. NET BURN RATE, GROSS BURN RATE, AND OVERHANG We review a number of metricsESPP. The subsidiaries whose employees are entitled to assess the cumulative impact of our equity compensation program, particularly the following: Net Burn Rate. Our net burn rate is equal to our total equity awards granted less cancellations, divided by total shares of common stock outstanding at the end of the year. Net burn rate shows how rapidly the shares reserved for our 2006 EIP are being depleted, while reflecting that canceled awards are returned to the plan. Carefully monitoring our net burn rate helps us limit long-term stockholder dilution from our equity compensation program. Intel’s long-term goal is to limit the average net burn rate under our 2006 EIP to less than 2%. Over the past three fiscal years, annual net burn rate averaged 0.74% (0.64% in 2018). Gross Burn Rate. Gross burn rate is another measure of share utilization that differs from net burn rate by not taking into account award cancellations. It is equal to our total equity awards granted divided by total shares of common stock outstanding at the end of the year. Over the last three fiscal years, our annual gross burn rate has averaged 0.96% (0.81% in 2018). Overhang. Overhang measures potential stockholder dilution and is equal to the number of shares subject to our outstanding equity awards, plus the number of shares available to be granted, divided by total shares of common stock outstanding at the end of the year. Over the past three fiscal years, our overhang has averaged 6.9% (6.3% in 2018). If the 80 million shares requested in this Proposal are added to the number of shares available at the end of 2018, then our overhang in 2018, based on the same calculation, would be 8.1%. 2019 PROXY STATEMENT       Proposal 4: Approval of Amendment and Restatement of the 2006 Equity Incentive Plan 93 2006 EIP KEY METRICS FOR THE PAST THREE FISCAL YEARS       2018 (%)    2017 (%)    2016 (%)    Average (%) Net Burn Rate      0.64        0.70        0.87        0.74   Gross Burn Rate      0.81        0.97        1.12        0.96   Overhang      6.3        7.0        7.3        6.9   Percentage of Equity Awards Granted to Listed Officers      3.0        2.9        3.0        3.0   EQUITY COMPENSATION PLAN INFORMATION The following table summarizes information as of December 29, 2018 regarding equity compensation plans approved and not approved by stockholders (shares in millions). Plan Category    (A) Number of Shares to Be Issued Upon Exercise of Outstanding Options and Rights1    (B) Weighted Average Exercise Price of Outstanding Options ($)2    (C) Number of Shares Remaining Available for Future Issuance under Equity Incentive Plans (Excluding Shares Reflected in Column A)3 Equity Compensation Plans Approved by Stockholders      110.9        27.11        310.7   Equity Compensation Plans Not Approved by Stockholders4      —        —        —   Total      110.9        27.11        310.7   1 Includes 100.9 million shares granted under the 2006 EIP that are issuable upon RSUs and PSUs vesting, including a maximum of 11.0 million shares that could be issued for outstanding PSUs. The remaining balance consists of outstanding stock option grants. 2 The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs and PSUs, which have no exercise price. The weighted average remaining term of the outstanding stock options is 3.3 years. 3 Includes 136.6 million shares authorized for issuance under the 2006 Employee Stock Purchase Plan and 174.1 million shares authorized under the 2006 EIP, assuming shares will be issued at the maximum vesting amount for outstanding PSUs. If it is assumed that shares will be issued at the target vesting amount for outstanding PSUs, an additional 11.0 million shares would be included in the shares available for future issuance under the 2006 EIP, for a total of 185.1 million shares. This 185.1 million share number is the number reported in Note 20 to the financial statements in our Annual Report on Form 10-K for the year ended December 29, 2018. 4 7.7 million shares are issuable under outstanding options and RSUs that were originally granted under plans that we assumed in connection with acquisitions. The weighted-average exercise price of the assumed outstanding options is $28.42. No shares are available for future grants under these assumed plans. 94 Proposal 4: Approval of Amendment and Restatement of the 2006 Equity Incentive Plan          2019 PROXY STATEMENT KEY TERMS OF THE AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN The following is a summary of the key provisions of the amended and restated 2006 EIP, which is subject to stockholder approval of this Proposal. Some of these provisions are described in greater detail below, and the summary and descriptions are qualified by reference to the terms of the amended and restated 2006 EIP, which is set forth asAppendix B to this proxy statement. Plan Term: May 17, 2006 to June 30, 2023 Eligible Participants: All of our full-time and part-time employees (107,400 individuals, as of December 29, 2018), where legally eligible to participate and our non-employee directors (eight individuals, as of December 29, 2018). Shares Authorized: 357.3 million shares may be issued following December 29, 2018, pursuant to either new grants after that date or awards outstanding as of that date, subject to adjustment only to reflect stock splits and similar changes in Intel’s capitalization. Award Types (available to all eligible participants, including non-employee directors): (1)   RSUs (2)   Restricted stock (3)   Stock options (4)   SARs Individual Award Limitations: The 2006 EIP limits the number of shares subject to awards granted to an individual participant in any calendar year to: (1)   No more than four million shares subject to stock options or SARs to an individual participant during any calendar year. (2)   No more than four million shares subject to restricted stock or RSU grants to an individual participant during any calendar year. These limits are subject to adjustment to reflect stock splits and similar changes in Intel’s capitalization and are greater than the number of stock options or RSUs that we have granted to any individual in the past. Other Award Limitations: The aggregate dollar value of equity-based awards and cash compensation granted to a non-employee director under the 2006 EIP or otherwise during any fiscal year may not exceed $1,250,000. For purposes of valuing any equity-based compensation, the amount will be determined using the grant date fair value of the award. Vesting: No stock option may be exercised less than one year from the grant date (except upon the death, disability, or retirement of the participant). For RSUs and restricted stock, no vesting condition that is based on performance criteria and level of achievement versus such criteria shall be based on performance over a period of less than one year. NON-EMPLOYEE DIRECTOR AWARDS Each non-employee director may be granted awards for a number of shares, as determinedchanged from time to time by the Board, but the grant date fair value of the awards, when combined with the director’s annual cash compensation, cannot exceed $1,250,000 in any fiscal year. See page 46 for a description of our current non-employee director compensation program. VESTING OF RESTRICTED STOCK AND RSUS The Compensation Committee (or, for non-employee director awards, the Board) may make the grant, issuance, retention, or vesting of restricted stock and RSUs contingent upon, among other conditions, continued employment with Intel, the passage of time, or such performance criteria and the level of achievement against such criteria as it deems appropriate. VESTING AND EXERCISE OF STOCK OPTIONS AND SARS The exercise price of stock options granted under the 2006 EIP may not be less than the market value (the average of the high and low market price) of our common stock on the grant date. The stock option term may not be longer than seven years in the case of stock options vesting in full in less than five years, and may not be longer than 10 years in the case of stock options vesting in full in five or more years. The Compensation Committee (or, for non-employee director awards, the Board) will determine when each“committee”). Such       2019   2020 PROXY STATEMENT   |  Proposal 4: Approval of Amendment and Restatement of the 2006 Equity IncentiveEmployee Stock Purchase Plan    95 103 individuals employed on the last day of an enrollment period are eligible to participate in the 2006 ESPP. The committee may establish administrative rules requiring that employment commence some minimum period (not to exceed 30 days) before an enrollment period begins. Employees are not eligible to participate in the 2006 ESPP if they would immediately after such purchase own (directly or indirectly) stock option becomes exercisable, includingthat, when added to shares that the establishment of performance-vesting criteria, if any, provided that no stock optionemployees may be exercised less than one year from the grant date (except upon the death, disability, or retirement of the participant). Similar terms and limitations applypurchase under outstanding options, amounts to SARs. PERFORMANCE-VESTING CRITERIA For awards with performance-vesting criteria, the Compensation Committee may, but need not, select one5% or more of the following factors for such performance-vesting criteria, eachtotal combined voting power or value of whichall classes of stock of Intel. The committee may be adjusted as providedalso exclude certain highly compensated employees (within the meaning of Code section 414(q)) from eligibility under the 2006 ESPP. Participation is voluntary and requires that employees make contributions through payroll deductions. In the subscription period ending February 2020, approximately 84.9% of Intel’s eligible employees were participating (approximately 93,800 participants out of about 110,500 eligible employees). LIMIT ON AMOUNT OF SHARES THAT MAY BE PURCHASED BY A PARTICIPANT Employees may not purchase stock under the 2006 ESPP in any one calendar year in an amount that, when added to stock the employees are entitled to purchase under similar plans, if any, exceeds $25,000 in market value (determined when rights to participate arise). ENROLLMENT AND PARTICIPATION An eligible employee who wants to enroll and participate in the 2006 EIP: (a) cash flow, (b)ESPP must file a completed subscription agreement (which includes a payroll deduction authorization) with Intel during an enrollment period. The subscription agreement authorizes Intel to withhold automatically a percentage of the participant’s regular earnings per share, (c)through regular payroll deductions, and the amount of the deduction is credited to a 2006 ESPP account in the participant’s name on Intel’s books during the subscription period. The minimum deduction allowed is 2% of regular earnings, and the maximum deduction is 10% of regular earnings (or such other percentages as the committee may establish from time to time before one oran enrollment period begins), but employees will not be able to purchase more of interest, taxes, depreciation, and amortization, (d) return on equity, (e) total stockholder return, (f) share price performance, (g) return on capital, (h) return on assets or net assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l) operating profit or net operating profit, (m) gross margin, operating margin or profit margin, (n) return on operating revenue, (o) return on invested capital, (p)than $25,000 in market segment share, (q) product release schedules, (r) new product innovation, (s) product cost reduction through advanced technology, (t) brand recognition/acceptance, (u) product ship targets, or (v) customer satisfaction. These factors may be applied either individually, alternatively, orvalue in any combination, to either the company as a whole or to a business unit or subsidiary, either individually, alternatively, or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis, or relative to a pre-established target, to previous years’ results, or to a designated comparison group, on a U.S. GAAP or non-GAAP basis. DIVIDENDS Unless specified by the Compensation Committee, the shares issuable under an award may not be adjusted to reflect cash dividends or other rights that maycalendar year. No interest shall be paid or issuedcredited with respect to stockholderssuch payroll deductions. Participants may change their rate of contribution for the next subscription period by filing a new subscription agreement during the applicable enrollment period. If a participant has not followed such procedures to change the rate of contribution, the rate of contribution continues at the originally elected rate throughout the subscription period and future subscription periods. To the extent necessary to comply with the $25,000 limit applicable to stock purchase plan purchases for a given calendar year, the committee may reduce a participant’s payroll deductions to 0% at any time during a subscription period scheduled to end during such calendar year. Participants may decrease, but may not increase, their rate of contribution once during any subscription period by filing an amended subscription agreement. ENROLLMENT PERIODS The enrollment periods for the February 20 and August 20 subscription periods are January 1 through 31 and July 1 through 31, respectively. The duration and timing of enrollment periods may be changed or modified by the committee. SUBSCRIPTION PERIODS The 2006 ESPP generally is implemented by a series of six-month subscription periods, with new subscription periods commencing on each February 20 and August 20, and ending on the last trading day in the six-month periods ending on the following August 19 and February 19, respectively, or on such other date as the committee shall determine. The committee has the authority to change the frequency and/or duration of subscription periods (including the commencement dates thereof) with respect to future subscription periods if such change is announced at least 30 days prior to the issuancebeginning of those shares.the applicable enrollment period. PURCHASE OF STOCK On the last day of each subscription period, participants purchase the number of whole shares obtained by dividing the aggregate amount in their 2006 ESPP accounts by the purchase price for that subscription period. No fractional shares are credited or issued. The purchase price for a subscription period will be 85% of the “market value” of the common stock on the last trading day occurring before the end of the enrollment period, or 85% of the “market value” of the stock on the last day of the subscription period if that value is lower. “Market value” is the average of the highest and lowest selling price reported on the applicable date. The committee may specifychange the percentage of market value applied to determine the purchase price with respect to any future subscription period, but not below 85%, and the committee may determine with respect to any future subscription period that dividends or dividend equivalent amountsthe purchase price will be a percentage (of no less than 85%) of the market value of the stock on the last day of the subscription period. If the aggregate number of shares subscribed for in any subscription period exceeds the number of shares that remain available for sale under the 2006 ESPP, the number of shares each participant may purchase will be proportionately reduced. In order to satisfy a qualification requirement of Section 423 of the tax code, the 2006 ESPP specifies that no participant may purchase more than 72,000 shares in a subscription period. If the number of shares to be credited to a participant’s 2006 ESPP account in a subscription period exceeds this limit, the participant’s 2006 ESPP account will be credited and/or payable with respect to the maximum number of shares subject to an award, unlesspermissible, and the award is a stock option or SAR. Furthermore, to the extent dividends or dividend equivalents are credited or payableremaining amount will be refunded in connection with an award, the dividends and dividend equivalents must be subject to the same restrictions and risk of forfeiture as the underlying award and may not be paid until the underlying award vests.cash. 104 Proposal 4: Approval of Amendment and Restatement of the 2006 Employee Stock Purchase Plan  |  2020 PROXY STATEMENT   TRANSFERABILITY Awards grantedParticipants may not assign, transfer, pledge, or otherwise dispose of their subscription or other rights under the 2006 EIP are transferable onlyESPP to any other person, and any attempted assignment, transfer, pledge, or other disposition will be void and treated as an election by the participant to discontinue participation in the plan. WITHDRAWAL During a subscription period, participants may withdraw from participation in the 2006 ESPP at any time before the last 48 hours of such subscription period by giving notice to Intel. Upon withdrawal from participation, the balance in the participant’s 2006 ESPP account will be refunded to him or her in cash without interest, his or her right to participate in the lawscurrent subscription period will be automatically terminated, and no further payroll deductions for the purchase of descent and distribution, orstock will be made during the subscription period. The committee may change the rules pertaining to the extent otherwise determined bytiming of withdrawals, limiting the Compensation Committee. The committee has sole discretionfrequency with which participants may withdraw and re-enroll in the 2006 ESPP, and may impose a waiting period on participants who want to permit the transfer of an award.re-enroll following withdrawal. ADMINISTRATION The Compensation Committee,committee, which is made up entirely of independent directors, administers the 2006 EIP. The 2006 EIP grants broad authority to the plan administrator to do all things necessary or desirable, in its sole discretion, in connection with the administration of the 2006 EIP. The committee will select the employees who receive awards; determine the number of shares covered thereby; and, subject to the terms and limitations expressly set forth in the 2006 EIP, establish the terms, conditions, and other provisions of the grants.ESPP. The committee may interpret the 2006 EIPESPP and establish, amend, and rescind any rules related to the 2006 EIP,ESPP. The committee may construe and interpret the provisions and supervise the administration of the 2006 ESPP, make remedial changesfactual determinations relevant to 2006 ESPP entitlements, and take all action in connection with the termsadministration of an outstanding award to comply with applicable laws, regulations, and listing requirements and to avoid unintended consequences resulting from unexpected events. the 2006 ESPP. The Compensation Committeecommittee may delegate to a committeesub-committee or to an officer or officers of one or more officersIntel the ability to grant awards and take other actions with respect to participants (other than such officers themselves) who are not directors or executive officers, provided thatday-to-day administration of the Compensation Committee specifies limits on the2006 ESPP. ADJUSTMENTS The number of awards that may be granted. The Compensation Committee has delegated authorityshares subject to a committee consisting of the CEO and the Senior Vice President of Human Resources to grant awards to non-executive employees within limits and a budget pre-approved by the Compensation Committee. The Compensation Committee has also delegated administrative and ministerial functions under the 2006 EIP to the Senior Vice President of Human Resources. CLAW-BACK PROVISION FOR EXECUTIVE OFFICERS For any participant who is determined by the Board to be an “executive officer,” if the Compensation Committee determines that the participant engaged in an act of embezzlement, fraud, or breach of fiduciary duty during the participant’s employment that contributed to an obligation to restate Intel’s financial statements, the participant may be required to repay option proceeds and/or restricted stock proceeds resulting from any sale or other disposition of shares effected during the 12-month period following the first public issuance or filing with the SEC of the financial statements required to be restated. The term “option proceeds” means, with respect to any sale or other disposition of shares issued or issuable upon exercise of a stock option or SAR, an amount determined appropriate by the committee to reflect the effect of the restatement, up to the amount equal toESPP, and the number of shares sold or disposedsubject to, and the purchase price of, multipliedoutstanding rights to purchase shares, will be equitably adjusted by the difference betweenBoard in the market value per shareevent of Intel’s commonchanges in the outstanding stock atof Intel by reason of merger, consolidation, spin-off, stock dividends, stock splits, consolidations, recapitalizations, reorganizations, or similar events. SUB-PLANS The committee may adopt rules, procedures, or sub-plans applicable to particular subsidiaries or employees in particular locations that allow for participation in the time2006 ESPP in a manner that may not comply with the requirements of such sale or disposition and the exercise price. The term “restricted stock proceeds” means, with respect to any sale or other disposition of shares issued or issuable upon vesting of restricted stock or an RSU, an amount determined appropriate by the committee to reflect the effectSection 423 of the restatement, up to the amount equal to the market value per share of Intel’s common stock at the time of such sale or other disposition, multiplied by the number of shares or units sold or disposed of.tax code. 96 Proposal 4: Approval of Amendment and Restatement of the 2006 Equity Incentive Plan          2019 PROXY STATEMENT AMENDMENTS REQUIRING STOCKHOLDER APPROVALAMENDMENT AND TERMINATION OF THE 2006 ESPP   The Board may terminate, amend, modify, or suspendterminate the 2006 EIP,ESPP at any time without notice, provided that stockholderno amendment may be adopted without the approval is required for any amendment (except those described in “Adjustments” below)of the stockholders that would: would increase the total number of shares that may be issued under the 2006 EIP; extend the term of the 2006 EIP; change the class of persons eligible to participate in the 2006 EIP; grant stock options at less than the market value; reduce the price of an outstanding stock option or SAR; reprice, repurchase, or exchange underwater stock options or SARs; or otherwise implement any amendment required to be approved by stockholders under the Nasdaq rules. ADJUSTMENTS In the event of a stock dividend, recapitalization, stock split, combination of shares, extraordinary dividend of cash or assets, reorganization, or exchange of our common stock, or any similar equity restructuring transaction (as that term is used in FASB ASC Topic 718) affecting our common stock, the Compensation Committee will equitably adjust: the number and kind of shares available for grant under the 2006 EIP; the number and kind of shares subject to the various limitations set forth in2006 ESPP (except as described above with respect to “Adjustments”) or for which stockholder approval is required under applicable law. Unless terminated sooner by the Board, the 2006 EIP and subject to outstanding awards under the 2006 EIP; and the exercise or settlement price of outstanding stock options and of other awards. The impact of a merger or other reorganization of IntelESPP will automatically terminate on outstanding awards under the 2006 EIP will be specified in the agreement related to the merger or reorganization, subject to the limitations and restrictions set forth in the 2006 EIP. Such agreement may provide for, among other things, assumption of outstanding awards, accelerated vesting or accelerated expiration of outstanding awards, or settlement of outstanding awards in cash.August 31, 2026. U.S. FEDERAL INCOME TAX CONSEQUENCES   The U.S. federal income tax rules applicable to awards under the 2006 EIPESPP under the tax code are summarized below. This summary omitsdoes not include the tax laws of any municipality, state, or foreign country in which a participant resides. Generally, taxes are not due whenThe plan is intended to qualify as an “employee stock purchase plan” under the provisions of Section 423 of the tax code. No taxable income is recognized by a restrictedparticipant either at the time a right is granted to purchase stock under the 2006 ESPP or RSU award is initially granted, butat the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (generally, when it becomes vested or transferable), in the case of restricted stock, or whentime shares are issued in connection with vesting, inpurchased thereunder. If a participant does not dispose of shares acquired under the case2006 ESPP before two years after the grant date (which for each subscription period is the last day on which stock is traded before the end of an RSU. Income tax is calculatedthe enrollment period preceding that subscription period), upon such qualifying disposition, the lesser of (a) the excess of the amount realized on the valuesale of the stock at ordinary rates at that time, and then at capital gain rates whenover the shares are sold. However, no later than 30 days after a participant receives an awardpurchase price or (b) 15% (or, if applicable, such other discount selected by the committee, as described under “Purchase Price” above) of restricted stock, pursuant to Section 83(b) of the tax code, the participant may elect to recognize taxable ordinary income in an amount equal to the fair market value of the stock atshares on the timegrant date will be ordinary income subject to federal income tax. Federal long-term capital gain tax will apply to the excess, if any, of receipt. Providedthe sale’s proceeds on the date of disposition over the sum of the purchase price and the amount of ordinary income recognized upon disposition. If a qualifying disposition produces a loss (the value of the shares on the date of disposition is less than the purchase price), no ordinary income will be recognized and federal long-term capital loss will apply, provided that the election is made indisposition involves certain unrelated parties. If a timely manner, the participant will not recognize any additional income when the award is no longer transferable or subject to a “substantial risk of forfeiture.” Stock option grants under the 2006 EIP may be intended to qualify as incentive stock options under Section 422disposes of the tax code or may be non-qualified stock options governed by Section 83 of the tax code. Generally, federal income tax is not due from a participant uponshares earlier than two years after the grant of a stock option, and a deduction is not taken by the company. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal todate, upon such disqualifying disposition the difference between the purchase price and the market pricevalue of the common stockshares on the exercise date of purchase (the last day of a subscription period) will be taxed to the participant as ordinary income and will be deductible by Intel. The difference, if any, of the sale proceeds over the market value of the shares on the date of purchase will be taxed as long-term or short-term capital gain or loss, depending on the holding period and the stock option grant price. We are generally entitled to a corresponding deduction on our income tax return, subject to the deduction limitation imposed by Section 162(m)market value of the Code. A participant will not have any taxable income upon exercising an incentive stock option aftershares on the applicable holding periods have been satisfied (except that the alternative minimum tax may apply), and we will not receive a deduction when an incentive stock option is exercised. The treatmentdate of a disposition of shares acquired through the exercise of a stock option depends on how long the shares were held by the participant and whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. We may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied.sale.       2019   2020 PROXY STATEMENT   |  Proposal 4: Approval of Amendment and Restatement of the 2006 Equity IncentiveEmployee Stock Purchase Plan    97 105 Section 409A ofNEW PLAN BENEFITS Participation in the tax code provides additional tax rules governing non-qualified deferred compensation. Generally, Section 409A will not apply to2006 ESPP is voluntary, so awards granted under the 2006 EIP, but may apply in some cases to RSUs, performance units, and performance shares. For such awardsESPP are subject to Section 409A, certain officersthe elections of the company may experience a delayparticipants based on the level of up to six months in the settlement of the awards in shares of company stock. NEW PLAN BENEFITS; MARKET VALUE OF SECURITIES participation. The Compensation Committee has the discretion to grant awards under the 2006 EIP, and the committee has not determined future awards or who might receive them. Accordingly, the benefits that will be grantedawarded or paid under the amended and restated 2006 EIP cannotESPP are not currently be determined.determinable. The benefits will vary depending on the level of participation by an individual participant and subject to the annual $25,000 limit described above. As of March 18, 2019,16, 2020, the closing price of a share of Intel common stock was $54.10.$44.61. PRIOR STOCK OPTION GRANTS UNDER THE 2006 EIPExisting Plan Benefits. Pursuant to SEC rules, the following table sets forthlists the number of shares subject to stock options (exercised and unexercised) granted through December 28, 2019 that count against the maximum share authorization of the 2006 ESPP. Exercised options under the 2006 EIP from May 17, 2006 (whenESPP is the number of shares purchased under the 2006 EIP was initially approved by stockholders) throughESPP prior to December 29, 2018.28, 2019. Unexercised options under the 2006 ESPP is the number of shares that were purchased on the purchase date following December 28, 2019.   Name and Position    Number of Shares Underlying Stock Options Granted1 Robert H. Swan,, Chief Executive Officer (Prior Interim CEO and Executive Vice President, CFO)    — 2,387 Steven R. RodgersGeorge S. Davis, Executive Vice President and General CounselChief Financial Officer    136,367 491 Todd M. Underwood, Corporate Vice President and Chief Financial Officer, Client Computing Group (Former Interim Chief Financial Officer) 10,378 Venkata Renduchintala,, Executive Vice President and Group President, Technology, Systems Architecture and Client Group, and Chief Engineering Officer      —3,248   Navin Shenoy,, Executive Vice President and General Manager, Data CenterPlatforms Group    157,629 13,164 Gregory M. Bryant, Executive Vice President and General Manager, Client Computing Group    13,149 Brian M Krzanich, Former Chief Executive Officer 1,440,717 All current executive officers as a group12    1,979,170 58,885 All current non-employee directors as a group    — All employees as a group (excluding current executive officers)    200,001,111 264,865,634   1  These share numbers do not includeRepresents executive officers as of February 3, 2020, which excludes Todd M. Underwood. RECOMMENDATION OF THE BOARD The Board of Directors recommends that you vote “FOR” approval of the amendment and restatement of the 2006 Employee Stock Purchase Plan. 106 Proposal 4: Approval of Amendment and Restatement of the 2006 Employee Stock Purchase Plan  |  2020 PROXY STATEMENT     EQUITY COMPENSATION PLAN INFORMATION Information as of December 28, 2019 regarding equity compensation plans approved and not approved by stockholders is summarized in the following table (shares of common stock in millions): Plan Category (A) Number of Shares to Be Issued Upon Exercise of Outstanding Options and Rights1 (B) Weighted Average Exercise Price of Outstanding Options ($) (C) Number of Shares Remaining Available for Future Issuance under Equity Incentive Plans (Excluding Shares Reflected in Column A)2 Equity Incentive Plans Approved by Stockholders   105.4   50.30   334.2 Equity Incentive Plans Not Approved by Stockholders3   7.0   28.99   – Total   112.4   40.86   334.2 1 Includes 97 million shares underlying optionsgranted under the 2006 Equity Incentive Plan that were granted but were subsequently canceled or expired unexercised.are issuable upon RSUs and PSUs/OSUs vesting, including a maximum of 13 million additional shares that could be issued for outstanding PSUs/OSUs. The remaining balance consists of outstanding stock option grants. 2 Represents executive officers asIncludes 119 million shares authorized for issuance under the 2006 Stock Purchase Plan and 215 million shares authorized under the 2006 Equity Incentive Plan, assuming shares will be issued at the maximum vesting amount for outstanding PSUs/OSUs. If it is assumed that shares will be issued at the target vesting amount for outstanding OSUs, an additional 13 million shares would be included in the shares available for future issuance under the 2006 Equity Incentive Plan, for a total of March 3,228 million shares. This 228 million share number is the number reported in Note 19 to the financial statements in our 2019 which excludes Brian M. KrzanichAnnual Report on Form 10-K for the year ended December 28, 2019. 3 Seven million shares are issuable under outstanding options and includes Todd M. Underwood.RSUs that were originally granted under plans that we assumed in connection with acquisitions. No shares are available for future grants under these assumed plans.   98 Proposal 4: Approval of Amendment and Restatement of the 2006 Equity Incentive Plan          2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Equity Compensation Plan Information 107  STOCKHOLDER PROPOSALS   The following stockholder proposals will be voted on at the 2019 Annual Stockholders’ Meeting if properly presented by or on behalf of the stockholder proponent. PROPOSAL 5: STOCKHOLDER PROPOSAL ON WHETHER TO ALLOW STOCKHOLDERS TO ACT BY WRITTEN CONSENT The following stockholder proposal will be voted on at the 20192020 Annual Stockholders’ Meeting if properly presented by or on behalf of the stockholder proponent. John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, is the owner of no fewer than 100 shares of Intel common stock and proposes the following resolution: Proposal 5—5 – Adopt a New Shareholder Right to Act by– Written Consent Shareholders request that our board of directors undertake suchtake the steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with givinggive shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any validappropriate topic for written consent. This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67%–support at both Allstate and Sprint. This proposal topic also won impressive 42%63%-support at the Intel 2016 annual meeting. Plus this 42%-vote mightCigna Corp. (CI) in 2019. This proposal topic would have been stillreceived higher (above 50%)votes than 63% to 67% at these companies if allmore shareholders had access to independent proxy voting advice. This proposal The right for shareholders to act by written consent is gaining acceptance as a more important at Intel because Intel shareholders do not haveright than the full right to call a special meeting that is available under state law.meeting. This also seem to be the conclusion of the Intel shareholders vote at the 2019 annual meeting. It is especially important to open up a new avenue of communication with the Board of Directors, such asApparently our directors thought they could divert shareholder attention away from written consent afterby lowering the Board shut downstock ownership threshold for calling a special meeting prior to the long-established in-person2019 annual meeting avenuemeeting. However Intel shareholder support for written consent increased from 40% in 2018 to 41% in 2019. If our directors were neutral on the written consent topic it would receive a majority vote. Plus the Intel shareholder engagement hyped in the 2019 proxy perhaps just feeds back to our directors what they want to hear. Apparently the Intel shareholder engagement was clueless in predicting that he written consent topic would gain in support in 2019. Plus it is ludicrous for directors to hype engagement when they refuse to meet in-person once a year with shareholders. Written consent also won 45%-support at The Bank of communications with shareholders without even allowing shareholders to vote on such a downsizing of shareholder rights.New York Mellon Corporation (BK) in 2018. Then BK adopted written consent in 2019. We now have a virtual annual meeting which means that virtually any shareholder question can be avoided. Any question that is not screened out can be given a vague answer with no shareholder opportunity to seek clarification. A Board of Directors that does not need to attend a real annual meeting can be inclined to think that management walks on water but this is not borne out, for instance: Intel CEO Brian Krzanich resigned after a relationship with employee. Mr. Krzanich also raised eyebrows by selling $39 millionWritten consent won 44%-support at Capital One Financial Corporation (COF) in Intel shares2018 and 56% support in November 2017 after Intel learned of potential security flaws2019. Written consent won 47%-support at United Rentals, Inc. (URI) in its chips2018 and before this was disclosed publicly. Criticism51%-support in 2019. Written consent won 43%-support at Flowserve Corporation (FLS) in 2018 and litigation over allegations of microchip security flaws that could expose users to hackers. August 2018 $1.4 Billion penalty over antitrust allegations related to manufacturer rebates. September 2017 Alleged neglect of fiduciary duty for employee 401(k) retirement plans. June 2017 Additional $10 Billion51%-support in stock buybacks. Stock buybacks can be a sign of short-termism for executives—sometimes boosting share price without boosting the underlying value, profitability, or ingenuity of the company. April 20172019. Please vote yes to adopt an important avenue of shareholder communication:yes: Adopt a New Shareholder Right to Act by– Written Consent—Consent – Proposal 5     108   2019 Stockholder Proposals  |  2020 PROXY STATEMENT       Stockholder Proposals 99 BOARD OF DIRECTORS’ RESPONSE   The Board recommends a vote against this proposal becausefor the following reasons: The Board views the change that the proposal requests as contrary to the best interests of our stockholders and unnecessary given the company’s current governance practices, which include the ability of stockholders owning 15% of our shares to call special meetings outside of the annual meeting cycle and a market-standard proxy access right permitting stockholders to nominate director candidates and include such nominations in our proxy materials. Furthermore, our Our robust stockholder engagement program empowers stockholders to raise their concerns with the company and enables the company to effectively address these concerns in a transparent manner. SUPPORTING DISCUSSION   Intel engages in a continuous quality improvement approach to corporate governance practices. We monitor and evaluate trends in corporate governance and compare and evaluate new developments against our current practices. We understand that corporate governance is not static. WeAccordingly, we regularly seek and receive input from stockholders and other commentators on our practices and policies, and the Board’s Corporate Governance and Nominating Committee considers this input when reviewing proposals to change our practices or policies. Based on a careful review of the proposal and the company’s current governance practices, we believe the implementation of the proposal is unnecessary and contrary to the best interests of the stockholders. In order to allowprovide all stockholders equal time and opportunity to consider and act upon any matter requiring a stockholder vote, the Board believes that any such matter should only be presented and considered at an annual or special meeting of stockholders, as currently providedauthorized under our Bylaws. In furtherance of this view, the Board recently amended our Bylaws to reduce the minimum aggregate stock ownership required for stockholders to call a special meeting from twenty-five percent (25%) to fifteen percent (15%). Our fifteen percent (15%) stock ownership threshold for calling a special meeting is lower than the majorityownership threshold for calling special meeting established by more than 82% of the 468 S&P 500 companies that allow their stockholders to call special meetings.surveyed by FactSet. The Board believes that action at an annual or special meeting aligns with stockholder interests to a greater degree than action by written consent. In the context of an annual or special meeting of stockholders, all company stockholders have the opportunity to express their views and otherwise engage in dialogue regarding proposed actions with other stockholders, the Board and Intel’s management, and all stockholders may participate in the stockholder vote. These meetings occur at a time and date that is announced publicly in advance of the meeting. In contrast, the proposal would permit subsets of stockholders, including short-term or special interest stockholders, to use the written consent procedure at any time and as frequently as they choose with full power to act on significant matters, potentially without notice to all stockholders, and without all stockholders having a fair opportunity to consider and vote on the merits of a proposed action. Not only could such a written consent process disadvantage stockholders, but it also could impose significant financial and administrative burdens on the company. In addition to stockholders being able to propose and vote on significant matters at annual and special meetings, in 2016 we adopted a proxy access provision. This provision allows stockholders owning 3% or more of our outstanding common stock and satisfying other conditions set forth in our bylaws to nominate and include in our proxy materials director candidates constituting up to 20% of our Board. This proxy access right and the ability of stockholders owning 15% of our stock to call a special meeting each allow our stockholders to voice their views in a way that is less prone to abuse than the written consent process requested by this proposal. The Board further believes that an ability to act by written consent is unnecessary since the company actively engages with stockholders throughout the year to provide an open and constructive forum for stockholders to express concerns.concerns between annual meetings. Our relationship with our stockholders is an important part of our company’s success. Our stockholder engagement allows us to better understand our stockholders’ priorities and perspectives, and enables the company to effectively address the issues that matter most to our stockholders. In the past year, we have pursued multiple avenues for engagement, including in-person and teleconference meetings with many stockholders. Through these activities, we discuss and receive input, provide additional information, and address questions on our corporate strategy, executive compensation programs, corporate governance, and other topics of interest to our stockholders, such as our corporate responsibility activities discussed above. Moreover, feedback received from our stockholders and other stakeholders as part of our engagement program has resulted in a number of enhancements to our corporate governance, ESG and executive compensation processes and policies. For more information about our extensive stockholder engagement program and the actions we have taken in response to stockholder input, see “Investor Engagement” on page 37. In sum, we believe that the proposal is not aligned with stockholders’ interests, and that the combination of our ongoing dialogue with stockholders and our current corporate governance practices, including a meaningful special meeting right and proxy access right, renders the proposal’s implementation unnecessary.     RECOMMENDATION OF THE BOARD The Board of Directors recommends that you vote “AGAINST” this proposal for Intel to grant stockholders the right to act by written consent.   100 Stockholder Proposals         2019 PROXY STATEMENT       2020 PROXY STATEMENT  |  Stockholder Proposals 109 PROPOSAL 6: STOCKHOLDER PROPOSAL REQUESTING A REPORT ON THE RISKS ASSOCIATED WITH EMERGING PUBLIC POLICIES ADDRESSING THE GENDERGLOBAL MEDIAN GENDER/RACIAL PAY GAP The following stockholder proposal will be voted on at the 20192020 Annual Stockholders’ Meeting if properly presented by or on behalf of the stockholder proponent. Arjuna Capital, 1 Elm Street, Manchester, MA 01944, on behalf of Laura J. BallanceShana Weiss and Lucas Jozef SuerJohn Silva who are the owners of 1205,365 shares of Intel common stock, proposes the following resolution: GenderGender/Racial Pay Equity WhereasWhereas:: The World Economic Forum estimates the gender pay gap costs the economy 1.2 trillion dollars annually. Themedianincome for women working full time in the United States is 80 percent of that of their male counterparts.men. This disparity can equal nearly half a million dollars over a career. TheIntersecting race, the gap for African American and Latina women is 60 percent and 55 percent. At the current rate, women overall will not reach pay parityequity until 2059. United States companies have begun reporting statistically adjusted equal pay for equal work numbers, assessing the pay of men2059, African American women until 2130, and Latina women performing similar jobs, but mostly ignoremedianpay gaps. Regulation in the United Kingdom now mandates disclosure of median gender pay gaps. And while Intel reported a 32.5 median pay gap for its United Kingdom operations, it has not published median information for its global operations. Intel reports women earn 100 percent of the compensation received by men on a statistically adjusted equal pay basis. Yet, that statistically adjusted number alone fails to consider how discrimination affects differences in opportunity. In contrast, median pay gap disclosures address the structural bias that affects the jobs women hold, particularly when men hold most higher paying jobs. Women account for 26.8 percent of Intel’s employees, but only 19.4 percent of leadership.McKinsey reports women in the tech hardware industry hold 22 percent of leadership positions and 16 percent of C-suite positions.Mercer finds actively managing pay equity “is associated with higher current female representation at the professional through executive levels and a faster trajectory to improved representation.”until 2224. Research fromMorgan Stanley, McKinsey,andRobeco Samsuggests gender diverse leadership leads to superior stock price performance and return on equity.McKinseystates, “the business case for the advancement and promotion of women is compelling.” Best practices include “tracking and eliminating gender pay gaps.” Women account for 26.8 percent of our company’s workforce, but only 19.4 percent of leadership. Actively managing pay equity “is associated with higher current female representation at the professional through executive levels and a faster trajectory to improved representation.” Assessing if a company has pay gaps requires analyzing both equal pay and equal opportunity. This is done using adjusted and unadjusted (median) pay data. The objective of this proposal—median pay gap disclosure—addresses the structural bias affecting the jobs women and minorities hold, when white men hold most higher paying jobs. It is the key metric used by the Organization for Economic Cooperation and Development, World Economic Forum, and United States Department of Labor. United States companies have begun reporting statistically adjusted equal pay numbers, assessing the pay of men and women, minorities and non-minorities, performing similar jobs, but ignore unadjusted median pay gaps. Intel reports women and minorities earn 100 percent the compensation received by men and non-minorities on an equal pay basis. Yet, that adjusted number is only half the story, failing to consider how discrimination affects opportunity. The United Kingdom mandates disclosure of median gender pay gaps. Intel reported a 32.5 percent median base pay gap and a 45.2 percent bonus gap in the United Kingdom, but has not published its global median pay gap. Public policy risk is of concern, not only in the United Kingdom, but in the United States as well.concern. The Paycheck Fairness Act pends before Senate.the United States Congress. California, Massachusetts, New York, and Maryland have strengthened equal pay legislation. The Congressional Joint Economic Committee reports 40 percent of the wage gap may be attributed to discrimination. ResolvedResolved:: Shareholders request Intel report on the risks to the company associated with emerging public policies addressing the gendercompany’s global median gender/racial pay gap, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining femalediverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information. The gender pay gap is defined as the difference between male and femalemedian earnings expressed as a percentage of male earnings (Organization for Economic Cooperation and Development). Supporting StatementStatement:: A report adequate for investors to assess company strategy and performance would include the percentageglobal median pay gap between male and female employees across race and ethnicity, including base, bonus and equity compensation. BOARD OF DIRECTORS’ RESPONSE   Intel believes that the proposal is unnecessary as the underlying rationale for publishing the median pay gap number—pay equity and impractical forrepresentation—is being addressed by the following reasons:initiatives and transparency that Intel has already committed to:   Intel is committed to gender pay equity and to fairly and equitably compensatingensure pay fairness across all of our employees, and Intel is committed to continuing to assess and close pay gaps to maintain gender pay equity globally. In our most recent evaluation of the gender pay gap for Intel’s global workforce, Intel incorporated equity-based compensation into our calculations and took specific action to close gaps that were identified. As announced in January, Intel achieved gender pay equity across our worldwide workforce.employees.   Intel publishes data on our evaluation of theachieved global gender pay gap on an on-going basis.equity and race/ethnicity pay equity in the U.S. in 2019. We performed a thorough pay equity analysis and closed any identified pay gaps to ensure gender and race/ethnicity (U.S. only) pay equity among employees in the same or similar roles after accounting for legitimate business factors that can explain differences in pay such as performance, time in grade and tenure.     110   2019 Stockholder Proposals  |  2020 PROXY STATEMENT       Stockholder Proposals 101 Intel will continue to assess and close pay gaps on an annual basis to maintain gender pay equity globally as well as race/ethnicity pay equity in the U.S. Intel reported detailed global representation data in 2019 and continues to make progress in our diversity and inclusion journey. SUPPORTING DISCUSSION   A diverse workforceWe believe that the additional reporting requested by this proposal is unnecessary because Intel’s past and inclusive culture are essential toexisting practices already reflect our evolution and growth, and Intel’s commitment to achieving gender pay equity is central to making Intelfor our workforces around the globe. We believe that diverse teams with different perspectives, experiences and ideas are more creative and innovative, resulting in a trulycollaborative, inclusive workplace, whichand supportive environment, and we believe is ainclusivity and equity are key factorfactors in employee performance, productivity, and engagement. With a diverse workforce of 107,400 regularover 110,000 employees in over 50 countries as of fiscal year-end, identifying and closing gender and racial/ethnic pay equity gaps is a complicated task. Intel’s legal and human resources teams have workedwork with third-party experts using proven statistical modeling techniques to identify countries where gendermonitor and advance global pay gaps exist.equity. Moreover, our genderglobal pay equity policies and practices are just one aspect of Intel’s robust portfolio of programs and policies designed to recruit, retain, and empower women and people of color at Intel. Intel defines pay equity as closing the gap in the average pay between employees of different genders or races and ethnicities for which data is available, in the same or similar roles, after accounting for legitimate business factors that can explain differences in pay, such as performance, tenure and country location. On January 22, 2019, Intel announced that it had achieved gender pay equity across our worldwide workforce, marking a major milestone in our efforts for global inclusion and empowerment of women. This achievement was the direct result of a years-longthorough evaluation of global gender pay equity and follows our announcement that in 2017 we achieved gender and racial pay equity for all U.S. employees. Not only has Intel expanded pay equity to our global workforce, we also have evolved our methodology to evaluate gender and racial/ethnic pay equity in order to takeby taking a more comprehensive approach. In the past, adjustments were only made to the cash portion of employees’ compensation, meaning base pay and bonus, to address pay equity. In 2018, Intel began evaluating total compensation, including stock grants. Individual employees who were identified as having a gap received appropriate adjustments. We believe that our methodology for identifying and closing pay equity gaps is more aligned with the interests of Intel’s employees than the methodology requested by the proposal, which is not commonly used for assessing pay equity in the United States and would require Intel to compare median compensation of maleemployees by gender and female employees at the medianracial categories without adjusting for their different roles, experiences,tenures, performance, locations,location, and other factors. Moreover, our pay analyses are only one aspect of our many programs to promote gender and ethnic equality at Intel. In 2018, Intel achieved full representation in its U.S. workforce, meaning our workforce reflects the percent of women and underrepresented minorities available in the U.S. skilled labor market. This achievement was the result of a comprehensive strategy that took into account hiring, retention and progression. We also help foster our employees’ development and advancement through numerous other programs, including more than 30 different employee resource groups, such as the Women at Intel Network, the Network of Intel African American Employees, the Intel Latino Network, and others. Although Intel has achieved global genderAdditionally, we believe that transparency is critical to move ourselves and the industry forward in the diversity and inclusion journey. In keeping with our commitment to transparency, we have regularly published our workforce representation data for years, and in 2019, we publicly released our 2017 and 2018 EEO-1 pay equity,data in the format developed by the U.S. Equal Employment Opportunity Commission. The results reflected representation gaps at senior levels of the company and point to work that lies ahead. However, as a result of our extensive diversity and inclusion efforts, we recognize thatbelieve there is promising growth of our work in encouraging pay equity is never complete.junior female and underrepresented talent from which our future leadership will be drawn. Just as we have over the past several years, we will continue to take a multi-facetedholistic approach to assessing equaland progressing our commitment towards pay equity, representation and equal representationinclusion in our global workforce.workforce to cultivate a workplace that helps all employees develop and progress in their careers at all levels throughout Intel.     RECOMMENDATION OF THE BOARD The Board of Directors recommends that you vote “AGAINST” this proposal requesting the preparation of a report on Intel’s global median gendergender/racial pay gap, including certain associated risks. 102 Stockholder Proposals         2019 PROXY STATEMENT PROPOSAL 7: STOCKHOLDER PROPOSAL REQUESTING AN ANNUAL ADVISORY VOTE ON POLITICAL CONTRIBUTIONS The following stockholder proposal will be voted on at the 2019 Annual Stockholders’ Meeting if properly presented by or on behalf of the stockholder proponent. Stockholder NorthStar Asset Management, Inc., Funded Pension Plan, P.O. Box 301840, Boston, MA 02130, is the owner of 775 shares of Intel common stock and proposes the following resolution: Aligning Political Contributions and Company Policies Whereas: Corporate political contributions have become an increased risk since the Supreme Court ruling inCitizens United v. Federal Election Commission allowed for greater corporate political expenditures involving “electioneering communications”; Better disclosure and clearer paper trails for political contributions allow consumers and watchdog groups to know when companies make contributions to organizations that affect change that conflicts with company stated practices; Shareholders believe Intel should minimize reputational risk regarding corporate and Intel PAC political contributions; Intel’s website and policies indicate that environmental protection, immigration reform, and nondiscrimination are priorities for our Company, yet our Company or its PAC has made political contributions that may undermine those stated policies, values, and goals, such as: IPAC made a contribution to Iowa Representative Steve King in May 2018 despite his repeated public statements which indicate his relationships with white supremacists; Intel’s 10-K lists climate change as a risk to the business, yet the in the 2015-2016 election cycle, IPAC contributed to at least 51 Members of Congress who have been identified as climate change deniers; Intel states that it relies on highly skilled international applicants, however IPAC has contributed to 6 of the 10 cosponsors of the Protect and Grow American Jobs Act—an act which appears to propose potentially problematic changes to the H1-B visa process; Shareholders 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 political contributions in the forthcoming year. 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 IPAC 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 alignment between the Company’s and IPAC’s prior year and next fiscal year political contribution expenditures as compared to the Company’s values, policies, and stated goals 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 approving or prohibiting political contributions for the forthcoming year. 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. 2019 PROXY STATEMENT       Stockholder Proposals 103 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 2018, Intel scored 94.3% in the CPA-Zicklin Index of Corporate Political Disclosure and Accountability, and was highlighted again 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 theCitizens United v. Federal Election Commission(Citizens United) case. Intel publishes data on our direct and indirect political contributions on our website 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. We regularly evaluate our political spending for effectiveness and alignment as part of our contributions process. We recognize that it is impractical and unrealistic to expect that our company, stockholders, and stakeholders will agree with every issue that a politician or trade association may support, particularly given our strategy of bipartisan giving. As part of our process, we assess recipients’ overall voting records related to our key policy issues and make funding decisions that we believe in aggregate will have the greatest benefit for our stockholders and key stakeholders. We also continue to strengthen our review process over time based on stakeholder feedback. SUPPORTING DISCUSSION Intel maintains a high degree of oversight, governance, and transparency around our corporate political activity and accordingly believes that this proposal is unnecessary. Intel works with governments, organizations, and industries around the world to advocate for policies that encourage new ideas, promote fair commerce, and protect resources. We also work to educate political candidates about the implications of public policy decisions for our business, and provide financial support to candidates who hold positions consistent with our business objectives. Stockholders and other interested persons can find extensive information on our policies and processes through our Political Accountability Guidelines and can learn even more about our processes, policy positions, and annual corporate and IPAC contributions through our annual Corporate Responsibility Report and other information that is available on our website. 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, Intel has been repeatedly recognized as a leader in disclosure and accountability with respect to its political activities. For the fourth year in a row, in 2018, Intel scored 94.3% in the CPA-Zicklin Index of Corporate Political Disclosure and Accountability, which benchmarks the political disclosure and accountability policies and practices of leading U.S. companies. Among the 493 S&P 500 companies studied on the CPA-Zicklin Index, the average total score was only 44.1%. Intel was highlighted again on the CPA-Zicklin Index as one of the “trendsetter companies.” Our Political Accountability Guidelines, which we initially drafted in 2006, and review annually, are publicly available on our Corporate Responsibility website atwww.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 these 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. A committee of Intel employees reviews all requests for contributions on behalf of IPAC against our public policy priorities. Decisions are also made based on states and districts with a significant Intel presence and candidates’ leadership on important Intel priorities. Both IPAC and corporate contributions are subject to the approval of the Vice President of Intel’s Government and Policy Group, and the Board’s Corporate Governance and Nominating Committee annually reviews an analysis of Intel’s corporate contributions during the preceding year. Intel’s annual Corporate Responsibility Report— available through a link on our Investor Relations website atwww.intc.com, on our Corporate Responsibility website atwww.intel.com/responsibility. and on our Public Policy website atwww.intel.com/policy—summarizes our positions on public policy issues that are important to our business. The report links to detailed information covering Intel’s and IPAC’s political contributions for the previous year sorted by recipient. 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. With respect to indirect political spending, the Corporate Responsibility Report and supporting documents provide information on our approach to the issue of trade association alignment, include disclosure on Intel’s payments to industry and trade 104 Stockholder Proposals         2019 PROXY STATEMENT 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 websites. 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, 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. Through our process, we assess recipients’ overall voting records related to our key policy issues and make funding decisions that we believe in aggregate across multiple issues will have the greatest benefit for our stockholders and key stakeholders. To reinforce our perspectives, we have enhanced our effort to communicate our values to contribution recipients when our contributions are made. In addition, in 2018 we made additional changes to further strengthen our review process, including an analysis of candidates’ public statements in addition to voting records. Where we find cases of significant misalignment with contribution recipients across multiple priority issues, we will take action to realign future funding decisions. We understand that our many stakeholders will have different views on individual candidates and contributions based on their own policies. We proactively engage with investors and our stakeholders through our integrated outreach activities throughout the year and invite ongoing input and questions about our policy priorities and contributions approach. Based on our assessments, we have found a high overall level of alignment of our contributions across our multiple policy priorities. In short, while we agree with the proponent on the importance of oversight and disclosure around corporate political activity, we believe that contributions made during the most recent cycle are highly aligned with our ultimate goal of protecting and enhancing long-term stockholder value. We do not believe that preparing an additional report as requested by the proponent would provide our stockholders with any more meaningful information than is already provided through our existing disclosure. We believe that the steps Intel has already taken—establishing comprehensive policies with Board oversight and robust review processes, providing detailed disclosure, and proactively engaging with external stakeholders—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 complete a political contributions cost-benefit analysis report.       2019   2020 PROXY STATEMENT  |  Stockholder Proposals      Stockholder Proposals 105 111    ADDITIONAL MEETING INFORMATION   ONLINE MEETING   We are pleased this year to again conduct the 20192020 Annual Stockholders’ Meeting solely online via the Internet through a live webcast and online stockholder tools. We continue to use the virtual annual meeting format to facilitate stockholder attendance and participation by leveraging technology to communicate more effectively and efficiently with our stockholders. This format empowers stockholders to participate fully from any location around the world, at no cost. We have designed the virtual format to enhance stockholder access and participation and protect stockholder rights. For example:   We Encourage Questions.Our stockholders have multiple opportunities to submit questions for the meeting. Stockholders may submit a question online in advance or live during the meeting, following the instructions below. During the meeting, we will answer as many stockholder-submitted questions as time permits. As we did last year, we have committed to publishing and answering each question received following the meeting.   •   We Believe in Transparency.Although the live webcast is available only to stockholders at the time of the meeting, following completion of the 20192020 Annual Stockholders’ Meeting, a webcast replay, final report of the inspector of election, and the answers to all questions asked by investors in connection with the annual meeting will be posted to our Investor Relations website atwww.intc.com and remain for at least one year.   We Proactively Take Steps to Facilitate Your Participation.During the annual meeting, proponents of the stockholder proposals included in this proxy statement will have a dedicated call-in line to facilitate their ability to present their proposals. In addition, we offer live technical support for all stockholders attending the meeting. MEETING ADMISSION   You are entitled to attend and participate in the virtual 20192020 Annual Stockholders’ Meeting only if you were an Intel stockholder as of the close of business on March 18, 201916, 2020 or if you hold a valid proxy for the annual meeting. If you are not an Intel stockholder, you may still view the meeting online athttps://intel.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/Intel20. Attending Online.If you plan to attend the annual meeting online, please be aware of what you will need to gain admission, as described below.If you do not comply with the procedures described here for attending the annual meeting online, you will not be able to participate in the annual meeting but may view the annual meeting webcast. Stockholders may participate in the annual meeting by visitinghttps://intel.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/Intel20; interested persons who were not stockholders as of the close of business on March 18, 201916, 2020 may view, but not participate, in the annual meeting viahttps://intel.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/Intel20. To attend online and participate in the annual meeting, stockholders of record will need to use their control number on their Notice of Internet Availability of Proxy Materials or proxy card to log intohttps://intel.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/Intel20; beneficial stockholders who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the stockholder communications mailbox to link through to the annual meeting; instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee. Stockholders of record—those holding shares directly with Computershare Trust Company, N.A.—will be on a list maintained by the inspector of elections. “Beneficial” or “street name” stockholders—those holding shares through a broker, bank, or other nominee. We encourage you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin at 8:15 a.m. Pacific Time. If you have difficulties during the check-in time or during the annual meeting, we will have technicians ready to assist you with any difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or course of the annual meeting, please call (855) 449-0991. Asking Questions.Stockholders have multiple opportunities to submit questions to Intel for the annual meeting. Stockholders who wish to submit a question in advance may do so at eitherwww.proxyvote.comor on our annual meeting website,https://intel.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/Intel20. Stockholders also may submit questions live during the meeting. Stockholders can also access copies of the proxy statement and annual report at our annual meeting website. VOTING BEFORE OR DURING THE MEETING   Whether you are a stockholder of record or a beneficial stockholder, you may direct how your shares are voted without participating in the annual meeting. We encourage stockholders to vote well before the annual meeting, even if they plan to     106 Additional Meeting Information         2019 PROXY STATEMENT 112     Additional Meeting Information  |  2020 PROXY STATEMENT   attend the virtual meeting, by completing proxies online or by telephone, or, if they received printed copies of these materials, by mailing their proxy cards. Stockholders can vote via the Internet in advance of or during the meeting. Stockholders who attend the virtual annual meeting should follow the instructions athttps://intel.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/Intel20 to vote or submit questions during the meeting. Voting online during the meeting will replace any previous votes, and the online polls will close at approximately 9:15 a.m. Pacific Time on May 16, 2019.14, 2020. Revoking Your Proxy or Changing Your Vote.Stockholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote online during the annual meeting, via the Internet, by telephone, by mail, or by delivering instructions to our Corporate Secretary before the annual meeting.meeting commences. Beneficial stockholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares or by voting online during the meeting. Voting Standards.On March 18, 2019,16, 2020, the record date for the annual meeting, 4,498,668,4424,280,523,560 shares of Intel common stock were outstanding. In order to have a quorum at the meeting, a majority of the shares outstanding entitled to vote on the record date must be present at the scheduled time of the meeting in person or by proxy. Each share of our common stock outstanding on the record date is entitled to one vote on each of the 10nine director nominees and one vote on each other matter. To be elected, directors must receive a majority of the votes cast (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Approval of each of the other matters on the agenda requires the affirmative vote of a majority of the shares of common stock present or represented by proxy during the meeting. Effect of Abstentions and Broker Non-Votes.Shares voted “abstain” and shares not represented at the meeting have no effect on the election of directors. For each of the other proposals, abstentions have the same effect as “against” votes. If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote your shares, which would result in “broker non-votes” on proposals other than the ratification of the selection of Ernst & Young as our independent registered public accounting firm for 2019.2020. Any shares represented by “broker non-votes” are not considered votes cast or entitled to vote and therefore will not impact the outcome of such proposals. Accordingly, we encourage you to vote promptly, even if you plan to attend the virtual annual meeting. The following chart describes the proposals to be considered at the meeting, the vote required to elect directors and to adopt each other proposal, and the manner in which votes will be counted:   Proposal   Voting Options   Vote Required to Adopt the Proposal   Effect of Abstentions Abstentions   Effect of “Broker Non-Votes” Election of directors   For, against, or abstain on each nominee.   A nominee for director will be elected if the votes cast for such nominee exceed the votes cast against such nominee.   No effect.   No effect. No broker discretion to vote. Ratification of selection of Ernst & Young LLP   For, against, or abstain.   The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon.   Counted as vote. Same effect as votes against.   Brokers have discretion to vote. Advisory vote to approve executive compensation of our listed officers   For, against, or abstain.   The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon.   Counted as vote. Same effect as votes against.   No effect. No broker discretion to vote. Approval of amendment and restatement of the 2006 Equity IncentiveEmployee Stock Purchase Plan   For, against, or abstain.   The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon.   Counted as vote. Same effect as votes against.   No effect. No broker discretion to vote. Stockholder proposals,Proposals, if properly presented at the annual meeting   For, against, or abstain.   The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon.   Counted as vote. Same effect as votes against.   No effect. No broker discretion to vote.   2020 PROXY STATEMENT  |  Additional Meeting Information 113 Voting Instructions.If you complete and submit your proxy voting instructions, the individuals named as proxies will follow your instructions. If you are a stockholder of record and you submit proxy voting instructions but do not direct how to vote on each item, the individuals named as proxies will vote as the Board recommends on each proposal. The individuals named as proxies will vote on any other matters properly presented at the annual meeting in accordance with their best judgment. Our Bylaws set forth requirements for advance notice of any nominations or agenda items to be brought up for voting at the annual meeting, and we 2019 PROXY STATEMENT       Additional Meeting Information 107 have not received timely notice of any such matters other than the items from the Board of Directors described in this proxy statement. PROXY SOLICITATION   We will bear the expense of soliciting proxies, and we have retained D.F. King & Co., Inc. to solicit proxies for a fee of $30,000, plus a reasonable amount to cover expenses. Our directors, officers, and other employees, without additional compensation, may also solicit proxies personally or in writing, by telephone, e-mail, or otherwise. We are required to request brokers, banks, and other nominees that hold stock in their names to furnish our proxy materials to the beneficial owners of the stock, and we must reimburse these brokers, banks, and other nominees for the expenses of doing so, in accordance with statutory fee schedules. We currently estimate that this reimbursement will cost us more than $2.3 million. INSPECTOR OF ELECTIONS   Broadridge Financial Solutions, Inc. has been engaged as our independent inspector of elections to tabulate stockholder votes for the annual meeting. STOCKHOLDER LIST   Intel’s list of stockholders as of March 18, 201916, 2020 will be available for inspection for the 10 days prior to the annual meeting. If you want to inspect the stockholder list, call our Investor Relations department at (408) 765-1480 to schedule an appointment. In addition, the list of stockholders will also be available during the annual meeting through the meeting website for those stockholders who choose to attend. VOTING RESULTS   We will announce preliminary results during the annual meeting. We will report final results atwww.intc.com and in a filing with the SEC on Form 8-K.   108 Additional Meeting Information         2019 PROXY STATEMENT 114     Additional Meeting Information  |  2020 PROXY STATEMENT      OTHER MATTERS   DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(a) REPORTS   Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, among others, to file with the SEC an initial report of ownership of our stock on Form 3 and reports of changes in ownership on Form 4 or Form 5. Individuals subject to Section 16 are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. As a matter of practice, our administrative staff assists our executive officers and directors in preparing initial ownership reports and reporting ownership changes, and typically files those reports on their behalf. Based solely on a review of reports filed with the copies of such forms in our possessionSEC and on written representations from reporting individuals, we believe that all of our officers and directors filed the required reports on a timely basis under Section 16(a) for fiscal year 2018,2019, except that, due to an administrative error, onetwo Form 4 filings reporting a stock sale by Mr. Kevin McBride and an RSU vest and associated tax withholding for Mr. Swan, respectively, were filed one business day late, and due to miscommunication with a broker, a Form 4 reporting a gift transfer by Mr. Yeary to a family trust was filed two business days late to reportafter the annual grants of RSU and OSU awards (and, in the case of Mr. Bhusri, the grant of RSUs in lieu of director fees) for each of the following individuals: Drs. Ishrak, Liu, Renduchintala, and Yoffie, and Messrs. Bhusri, Bryant, Hundt, Krzanich, Pottruck, Shenoy, Smith, Swan, Wilson, and Yeary, and Mr. Kevin McBride.applicable Form 5 deadline. 20202021 STOCKHOLDER PROPOSALS OR NOMINATIONS   Stockholder Proposals to Be Included in the Proxy Statement.Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, some stockholder proposals may be eligible for inclusion in our 20202021 proxy statement. These stockholder proposals must be submitted, along with proof of ownership of our stock in accordance with Rule 14a-8, to our principal executive offices in care of our Corporate Secretary by one of the means discussed below in the “Communicating with Us” section of this proxy statement. Failure to deliver a proposal in accordance with this procedure may result in the proposal not being deemed timely received. We must receive all submissions no later than the close of business (5:00 p.m. Pacific Time) on December 5, 2019.1, 2020. We strongly encourage any stockholder interested in submitting a proposal to contact our Corporate Secretary in advance of this deadline to discuss the proposal, and stockholders may find it helpful to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. Submitting a stockholder proposal does not guarantee that we will include it in our proxy statement. Our Corporate Governance and Nominating Committee reviews all stockholder proposals and makes recommendations to the Board for action on such proposals. For information on recommending individuals for consideration as director nominees, see the “Corporate Governance” section of this proxy statement.on page 27. Intel engages in a continuous quality improvement approach to corporate governance practices. We monitor and evaluate trends and events in corporate governance and compare and evaluate new developments against our current practices; we understand that corporate governance is not static. We seek and receive input from stockholders and other commentators on our practices and policies, and our Board and the Board’s Corporate Governance and Nominating Committee consider this input when reviewing proposals to change practices or policies. Director Nominations to Be Included in the Proxy Statement (Proxy Access).We have adopted proxy access, whereby a stockholder (or a group of up to 20 stockholders) who has held at least 3% of our stock for three years or more may nominate a director and have that nominee included in our proxy materials, provided that the stockholder and nominee satisfy the requirements specified in our Bylaws. Any stockholder who intends to use these procedures to nominate a candidate for election to the Board for inclusion in our 20202021 proxy statement must satisfy the requirements specified in our Bylaws and must provide notice to our Corporate Secretary, which must be received no earlier than the close of business on November 5, 20191, 2020 and no later than the close of business on December 5, 2019.1, 2020. The notice of proxy access must include information specified in our Bylaws, including information concerning the nominee and information about the stockholder’s ownership of and agreements related to our stock. If the 20202021 annual meeting is heldadvanced or delayed more than 30 days from the anniversary of the 20192020 Annual Stockholders’ Meeting, a stockholder seeking to nominate a candidate for election to the Board pursuant to the proxy access provisions of the Bylaws must submit notice of any such nomination no earlier than the close of business on the 150th day prior to such annual meeting and not later than the close of business on the later of the 120th day prior to such annual meeting or the 10th day following the day on which the date of such meeting is first publicly announced by Intel. Other Business and Director Nominations to Be Presented at the Annual Meeting.In addition, under our Bylaws, a stockholder who intends to nominate a candidate for election to the Board or to propose any business for presentation at our 20202021 annual meeting (other than precatory (non-binding) proposals presented under Rule 14a-8) pursuant to the advance notice provisions of the Bylaws, must give notice to our Corporate Secretary between December 18, 201915, 2020 and the close of business on January 17, 2020.14, 2021. The notice must include information specified in our Bylaws, including information concerning the nominee or proposal, as the case may be, and information about the stockholder’s ownership of and agreements related to our stock. If the 20202021 annual meeting is heldadvanced or delayed more than 30 days from the anniversary of the 20192020 Annual Stockholders’ Meeting, a stockholder seeking to nominate a candidate for election to the Board or propose any business at our 20202021 annual meeting pursuant to the advance notice provisions of the Bylaws must submit notice of any such nomination and of any such proposal that is not made pursuant to 2019 PROXY STATEMENT       Other Matters 109 Rule 14a-8 by close of business on the later of the 60th day before the 20202021 annual meeting or the 10th day following the day on which the date of such meeting is first publicly announced by Intel.   2020 PROXY STATEMENT  |  Other Matters 115 We will not entertain any proposals or nominations at the annual meeting that do not meet the requirements set forth in our Bylaws. If the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Securities Exchange Act of 1934, as amended, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such stockholder proposal or nomination. The Bylaws are posted on our website atwww.intc.com/policies-and-guidelines. To make a submission or to request a copy of our Bylaws, stockholders should contact our Corporate Secretary. We strongly encourage stockholders to seek advice from knowledgeable counsel before submitting a proposal or a nomination. FORWARD-LOOKING STATEMENTSLEGAL MATTERS   Forward-Looking Statements.This proxy statement contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “goals,” “schedule,” “aims,” “future,” “on track,” “look,” “vision,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future company, environmental and social, management and/or financial performance, our anticipated growth and trends in our businesses, projected growth and trends in markets relevant to our businesses, future products and the expected availability and benefits of such products, uncertain events or assumptions, including statements relating to total addressable market (TAM) or market opportunity, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on management’s expectations as of the date of this filing, or an earlier date if indicated, and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout our 2019 Annual Report on Form 10-K and particularly in “Risk Factors” within Other Key Information. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this proxy statement and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. The forward-looking statements in this proxy statement do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing. In addition, the forward-looking statements in this proxy statement are made as of the date of this filing, or an earlier date if indicated, including expectations based on third-party information and projections that management believes to be reputable, and Intel does not undertake, and expressly disclaims any duty, to update such statements, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law. Website References. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this proxy statement. Use of Trademarks. Intel, Intel Agilex, Intel Core, Intel Inside, the Intel logo, the Intel Inside logo, Intel Optane, Thunderbolt, and Xeon are trademarks of Intel Corporation or its subsidiaries. *Other names and brands may be claimed as the property of others. FINANCIAL STATEMENTS   Our financial statements for the year ended December 29, 201828, 2019 are included in our 20182019 Annual Report, which we provide to our stockholders at the same time as this proxy statement. Our annual report and this proxy statement are also posted on our website atwww.intc.com/annuals.cfm.If you have not received or do not have access to the annual report, call our Investor Relations department at (408) 765-1480, and we will send a copy to you without charge, or send a written request to Intel Corporation, Attn: Investor Relations, M/S RNB-4-148, 2200 Mission College Blvd., Santa Clara, California 95054-1549.   110 Other Matters         2019 PROXY STATEMENT 116     Other Matters   |  2020 PROXY STATEMENT   COMMUNICATING WITH US   Visit our main website atwww.intel.com for information on our products and technologies, marketing programs, worldwide locations, customer support, job listings, and other company-related topics. Our Investor Relations website atwww.intc.com contains stock information, earnings and conference webcasts, annual reports, and corporate governance and historical financial information, as well as links to our SEC filings and our Governance and Corporate Responsibility site. To communicate with the Board, suggest a director candidate, make a stockholder proposal, provide notice of an intention to nominate candidates (including proxy access candidates) or introduce business at the annual meeting, or revoke a prior proxy instruction, contact our Corporate Secretary via e-mail atcorporate.secretary@intel.com, or by mail to Susie Giordano, Intel Corporation, M/S RNB-4-151, 2200 Mission College Blvd., Santa Clara, California 95054-1549.   For questions regarding:    Contact: Annual meeting    Intel Investor Relations, (408) 765-1480 Intel Corporation, Attn: Investor Relations, M/S RNB-4-148 2200 Mission College Blvd. Santa Clara, California 95054-1549 Stock ownership for stockholders of record    Computershare Trust Company, N.A. www.computershare.com/contactus (800) 298-0146 (within the U.S. and Canada) (312) 360-5123 (worldwide) Stock ownership for beneficial holders    Your broker, bank, or other nominee Voting    D.F. King (866) 796-7178 (within the U.S. and Canada) (212) 269-5550 (worldwide)       2019   2020 PROXY STATEMENT  |  Other Matters      Other Matters 111 117    STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS   To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Intel stock but who share the same address, we have adopted an SEC-approved procedure called “householding.” Under this procedure, certain stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive a single copy of our Notice of Internet Availability of Proxy Materials and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notify us that they want to receive separate copies. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions. If you receive a single set of proxy materials as a result of householding and you would like to have separate copies of our Notice of Internet Availability of Proxy Materials, annual report, or proxy statement mailed to you, please submit a request to our Corporate Secretary at the address specified above under “Other Matters; Communicating with Us,” or call our Investor Relations department at (408) 765-1480, and we will promptly send you the requested materials. However, please note that if you want to receive a paper proxy or voting instruction form or other proxy materials for this year’s annual meeting, you will need to follow the instructions included in the Notice of Internet Availability that was sent to you. You can also contact our Investor Relations department if you received multiple copies of the annual meeting materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings. If you are a beneficial stockholder and you share an address with other beneficial stockholders, your broker, bank, or other institution is permitted to deliver a single copy of the proxy materials and Notice of Internet Availability of Proxy Materials to your address, unless you otherwise request separate copies. By Order of the Board of Directors Susie Giordano Corporate Secretary Santa Clara, California April 3, 2019March 31, 2020 Intel, the Intel logo, Centrino, Intel Core, Intel Optane, Pentium, Stratix, and Xeon are trademarks of Intel Corporation or its subsidiaries in the U.S. and/or other countries. * Other names and brands may be claimed as the property of others.   112 118   Stockholders Sharing the Same Last Name and Address       2019|  2020 PROXY STATEMENT        APPENDIX A   NON-GAAP FINANCIAL MEASURES In addition to disclosing financial results in accordance with U.S. GAAP, this document contains references to the non-GAAP financial measures described below. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance. Our non-GAAP operating income and diluted earnings per share financial measures reflect adjustments forbased on one or more of the following items, as well as the related income tax effects.effects where applicable. Income tax effects have been calculated using an appropriate tax rate for each adjustment. We also provide a non-GAAP financial measure of free cash flow and adjusted net income, as described below. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated. ACQUISITION-RELATED ADJUSTMENTS   Deferred revenue write-down: SalesAcquisition-related adjustments exclude charges related to distributors are made under agreements allowing for subsequent priceamortization of acquisition-related intangible assets, inventory valuation adjustments, and returns,other acquisition-related charges. Amortization of acquisition-related intangible assets consists of amortization of intangible assets such as developed technology, brands, and prior to 2018, were deferred untilcustomer relationships acquired in connection with business combinations. Cost of sales and operating expenses in our U.S. GAAP financial statements include amortization charges for intangible assets acquired primarily for the products were resoldacquisitions of Mobileye in 2017 and Altera in 2016. These charges are inconsistent in size and are significantly impacted by the distributor. Business combination accounting principles require us to write down to fair value the deferred revenue assumed in our acquisitions, as we have limited performance obligations associated with this deferred revenue. Our GAAP revenuetiming and related cost of sales for the subsequent reselling by distributors to end customers after an acquisition do not reflect the full amounts that would have been reported if the acquired deferred revenue was not written down to fair value. The non-GAAP adjustments made in Q1 2016 eliminated the effect of the deferred revenue write-down associated with our acquisition of Altera. We believe these adjustments are useful to investors as an additional means to reflect revenue and gross margin trendsvaluation of our business.acquisitions. Inventory valuation adjustments:Business combination accounting principles require us to measure acquired inventory at fair value. The fair value of inventory reflects the acquired company’s cost of manufacturing plus a portion of the expected profit margin. The non-GAAPacquisition-related inventory valuation adjustments to our cost of sales exclude the expected profit margin component from cost of sales that iswas recorded under business combination accounting principles associated with our acquisitionsacquisition of Mobileye and Altera. We believe the adjustments are useful to investors as an additional means to reflect cost of sales and gross margin trends of our business.Mobileye. Amortization of acquisition-related intangible assets: Amortization of acquisition-related intangible assets consists of amortization of intangible assets such as developed technology, brands, and customer relationships acquired in connection with business combinations. We record charges related to the amortization of these intangibles within both cost of sales and operating expenses in our GAAP financial statements. Amortization charges for our acquisition-related intangible assets are inconsistent in size and are significantly impacted by the timing and valuation of our acquisitions. Consequently, our non-GAAP adjustments exclude these charges to facilitate an evaluation of our current operating performance and comparisons to our past operating performance. Other acquisition-related charges: Other acquisition-related charges exclude the impact of other charges associated with the acquisitions of Mobileye and Altera. These charges primarily include bankers’ fees, compensation-related costs, and valuation charges for stock-based compensation incurred relatedin connection with the acquisition of Mobileye. Our non-GAAP adjustments exclude these charges to the acquisitions. We believe these adjustments are usefulfacilitate a better evaluation of our current operating performance and comparison to our past operating performance, and provide investors as anwith additional means to reflect thecosts of sales, gross margin and spending trends of our business.trends. RESTRUCTURING AND OTHER CHARGES   Restructuring charges are costs associated with a formal restructuring plan and are primarily related to employee severance and benefit arrangements. Other charges include asset impairments, pension charges, and costs associated with the exit of the 5G smartphone modem business and the ISecG divestiture. We exclude restructuring and other charges, including any adjustments to charges recorded in prior periods, for purposes of calculating certain non-GAAP measures. We believe that theseThese costs do not reflect our current operating performance. Consequently, our non-GAAP adjustments exclude these charges to facilitate an evaluation of our current operating performance and comparisons to our past operating performance. ONGOING MARK-TO-MARKET ON MARKETABLE EQUITY SECURITIES   WeWhen calculating certain non-GAAP measures, we exclude gains and losses resulting from ongoing mark-to-market adjustments of our marketable equity securities after the initial mark-to-market adjustment is recorded upon a security becoming marketable, when calculating certain non-GAAP measures, as we do not believe this volatility correlates to our core operational performance. Consequently, our non-GAAP earnings per share figures exclude these impacts to facilitate an evaluation of our current performance and comparisons to our past operating performance. 2019 PROXY STATEMENT       Appendix A – Non-GAAP Financial Measures A-1 GAINS OR LOSSES FROM DIVESTITURE   We divested ISecGour 5G smartphone modem business in Q2 2017 and2019, Wind River in Q2 2018.2018, and ISecG in 2017. We exclude gains or losses and related tax impacts resulting from divestitures when calculating certain non-GAAP measures. We believe making theseThese adjustments facilitatesfacilitate a better evaluation of our current operating performance and comparisons to our past operating performance.   2020 PROXY STATEMENT  |   Appendix A – Non-GAAP Financial Measures A-1 TAX REFORM ADJUSTMENT   We recognized a higher income tax expense in Q4 2017 as a result of Tax Reform and have made adjustments to the original estimate induring 2018. We exclude the Q4 2017 provisional tax estimate and 2018 provisional tax adjustments relating to the transition tax on our previously untaxed foreign earnings and the remeasurement of our deferred income taxes to the new U.S. statutory tax rate for purposes ofwhen calculating certain non-GAAP measures. We believe making this adjustment facilitatesThese adjustments facilitate a better evaluation of our current operating performance and comparisons to past operating results. FREE CASH FLOW   We reference a non-GAAP financial measure of free cash flow, which is used by management when assessing our sources of liquidity, capital resources, and quality of earnings. We believe this This non-GAAP financial measure is helpful to investors in understanding our capital requirements and provides an additional means to reflect the cash flow trends of our business. Following are the reconciliations of our most comparable U. S. GAAP measures to our non-GAAP measures presented:   Years Ended (In Millions, Except Per Share Amounts)    Dec 29, 2018    Dec 30, 2017    Dec 31, 2016 Dec 28, 2019 Dec 29, 2018 Dec 30, 2017 Operating income    $ 23,316      $ 18,050      $ 13,133   $ 22,035 $ 23,316 $ 18,050 Deferred revenue write-down, net of cost of sales      —        —        64   Inventory valuation adjustments      —        55        387     —   —   55 Amortization of acquisition-related intangible assets      1,305        1,089        1,231     1,324   1,305   1,089 Other acquisition-related charges      —        113        100     —   —   113 Restructuring and other charges      (72 )       384        1,744     393   (72 )   384 Non-GAAP operating income    $ 24,549      $ 19,691      $ 16,659   $ 23,752 $ 24,549 $ 19,691     Earnings per share—Diluted    $ 4.48      $ 1.99      $ 2.12   $ 4.71 $ 4.48 $ 1.99 Deferred revenue write-down, net of cost of sales      —        —        0.01   Inventory valuation adjustments      —        0.01        0.08   Amortization of acquisition-related intangible assets      0.28        0.22        0.25     0.29   0.28   0.25 Other acquisition-related charges      —        0.02        0.02   Restructuring and other charges      (0.02 )       0.08        0.39     0.09   (0.02 )   0.08 (Gains) losses from divestitures      (0.11 )       (0.08 )       —     (0.16 )   (0.11 )   (0.08 ) Ongoing mark-to-market on marketable equity securities      0.03        —        —     (0.06 )   (0.03 )   — Tax Reform      (0.06 )       1.13        —     (0.06 )   1.13 Income tax effect      (0.02 )       0.09        (0.15 )    (0.02 )   0.09 Non-GAAP earnings per share—Diluted    $ 4.58      $ 3.46      $ 2.72   $ 4.87 $ 4.58 $ 3.46   Years Ended (In Millions)    Dec 29, 2018    Dec 30, 2017    Dec 31, 2016    Dec 26, 2015    Dec 27, 2014 Net cash provided by operating activities    $ 29,432      $ 22,110      $ 21,808      $ 19,018      $ 20,418   Additions to property, plant and equipment      (15,181 )       (11,778 )       (9,625 )       (7,326 )       (10,105 )  Free cash flow    $ 14,251      $ 10,332      $ 12,183      $ 11,692      $ 10,313   Net cash used for investing activities    $ (11,239 )     $ (15,762 )     $ (25,817 )     $ (8,183 )     $ (9,905 )  Net cash provided by (used for) financing activities    $ (18,607 )     $ (8,475 )     $ (5,739 )     $ 1,912      $ (13,611 )  A-2 Appendix A – Non-GAAP Financial Measures         2019 PROXY STATEMENT Years Ended (In Millions) Dec 28, 2019 Dec 29, 2018 Dec 30, 2017 Dec 31, 2016 Dec 26, 2015 Net cash provided by operating activities $ 33,145 $ 29,432 $ 22,110 $ 21,808 $ 19,018 Additions to property, plant and equipment   (16,213 )   (15,181 )   (11,778 )   (9,625 )   (7,326 ) Free cash flow $ 16,932 $ 14,251 $ 10,332 $ 12,183 $ 11,692 Net cash used for investing activities $ (14,405 ) $ (11,239 ) $ (15,762 ) $ (25,817 ) $ (8,183 ) Net cash provided by (used for) financing activities $ (17,565 ) $ (18,607 ) $ (8,475 ) $ (5,739 ) $ 1,912 ADJUSTED NET INCOME   We believe adjusting net income to exclude the one-time charge related to Tax Reform for purposes of incentive compensation facilitates a better evaluation of our current operating performance against prior periods and our peers. Following is the reconciliation of our most comparable GAAP measure to our non-GAAP measure presented:      Dec 29, 2018    Dec 30, 2017 Dec 28, 2019 Dec 29, 2018 Net Income    $ 21,053      $ 9,601   $ 21,048 $ 21,053 Tax Reform      (294 )       5,444     —   (294 ) Adjusted Net Income    $ 20,759      $ 15,045   $ 21,048 $ 20,759     A-2   2019 PROXY STATEMENT     Appendix A – Non-GAAP Financial Measures  |  2020 PROXY STATEMENT     A-3    APPENDIX B   INTEL CORPORATION 2006 EQUITY INCENTIVEEMPLOYEE STOCK PURCHASE PLAN AS AMENDED AND RESTATED EFFECTIVE MAY18, 201716, 2019 14, 2020 Section 1. PURPOSE The purpose of this Intel Corporation 2006 Equity Incentivethe Plan (the “Plan”) is to advance the interestsprovide an opportunity for Employees of Intel Corporation, a Delaware corporation (“Intel”) and its Participating Subsidiaries (hereinafter collectively “Intel” or(collectively Intel and its Participating Subsidiaries shall be referred to as the “Corporation”“Company”), by stimulating the efforts of employees who are selected to be participants on behalfpurchase Common Stock of Intel aligning the long-term interests of participants with those of stockholders, heightening the desire of participantsand thereby to continue in working toward and contributinghave an additional incentive to contribute to the successprosperity of Intel, assisting Intelthe Company. It is the intention of the Company that the Plan (excluding any sub-plans thereof except as expressly provided in competing effectivelythe terms of such sub-plan) qualify as an “Employee Stock Purchase Plan” under Section 423 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the Plan shall be administered in accordance with other enterprises forthis intent. In addition, the services of new employees necessary for the continued improvement of operations, and to attract, motivate and retain the best available individuals for service to the Corporation. This Plan permitsauthorizes the grant of stock options stock appreciation rights, restricted stock and restricted stock units, each of which shall be subject to such conditions based upon continued employment, passage of time or satisfaction of performance criteria as shall be specified pursuant to sub-plans or special rules adopted by the Plan.Committee designed to achieve desired tax or other objectives in particular locations outside of the United States or to achieve other business objectives in the determination of the Committee, which sub-plans shall not be required to comply with the requirements of Section 423 of the Code or all of the specific provisions of the Plan, including but not limited to terms relating to eligibility, Subscription Periods or Purchase Price. Section 2. DEFINITIONS (a) “Award” means a stock option, stock appreciation right, restricted stock or restricted stock unit granted to a Participant pursuant“Applicable Law” shall mean the legal requirements relating to the Plan.administration of an employee stock purchase plan under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, the Code, any stock exchange rules or regulations and the applicable laws of any other country or jurisdiction, as such laws, rules, regulations and requirements shall be in place from time to time. (b) “Board of Directors” means“Board” shall mean the Board of Directors of the Corporation.Intel. (c) “Code”“Code” shall mean the Internal Revenue Code of 1986, as such is amended from time to time, and any reference to a section of the Code shall include any successor provision of the Code. (d) “Committee”“Commencement Date” shall mean the committee appointedlast Trading Day prior to February 1 for the Subscription Period commencing on February 20 and the last Trading Day prior to August 1 for the Subscription Period commencing on August 20. (e) “Committee” shall mean the Compensation Committee of the Board or the subcommittee, officer or officers designated by the BoardCompensation Committee in accordance with Section 15 of Directorsthe Plan (to the extent of the duties and responsibilities delegated by the Compensation Committee of the Board). (f) “Common Stock” shall mean the common stock of Intel, par value $.001 per share, or any securities into which such Common Stock may be converted. (g) “Compensation” shall mean the total compensation paid by the Company to an Employee with respect to a Subscription Period, including salary, commissions, overtime, shift differentials, payouts from among its membersIntel’s Quarterly Profit Bonus Program (QPB), payouts from the Annual Performance Bonus (APB) program, and all or any portion of any item of compensation considered by the Company to administerbe part of the PlanEmployee’s regular earnings, but excluding items not considered by the Company to be part of the Employee’s regular earnings. Items excluded from the definition of “Compensation” include but are not limited to such items as relocation bonuses, expense reimbursements, certain bonuses paid in connection with mergers and acquisitions, author incentives, recruitment and referral bonuses, foreign service premiums, differentials and allowances, imputed income pursuant to Section 3.79 of the Code, income realized as a result of participation in any stock option, restricted stock, restricted stock unit, stock purchase or similar equity plan maintained by Intel or a Participating Subsidiary, and tuition and other reimbursements. The Committee shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis. (e) “Exchange Act”(h) “Effective Date” shall mean July 31, 2006. (i) “Employee” shall mean an individual classified as an employee (within the meaning of Code Section 3401(c) and the regulations thereunder) by Intel or a Participating Subsidiary on Intel’s or such Participating Subsidiary’s payroll records during the relevant participation period. Individuals classified as independent contractors, consultants, advisers, or members of the Board are not considered “Employees.” (j) “Enrollment Period” shall mean, with respect to a given Subscription Period, that period beginning on the first (1st) day of January and July and ending on the thirty-first (31st) day of January and July during which Employees may elect to participate in order to purchase Common Stock at the end of that Subscription Period in accordance with the terms of this Plan. The duration and timing of Enrollment Periods may be changed or modified by the Committee. (k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and any reference to a section of the Exchange Act shall include any successor provision of the Exchange Act. (f) “Outside Director” shall mean a member of the Board of Directors who is not otherwise an employee of the Corporation. (g) “Participants” shall mean those individuals to whom Awards have been granted from time to time and any authorized transferee of such individuals. (h) “Performance Award” means an Award the grant, issuance, retention, vesting and/or settlement of which is subject to satisfaction of one or more of the Qualifying Performance Criteria specified in Section 10(b). (i) “Plan” means this Intel Corporation 2006 Equity Incentive Plan. (j) “Share” shall mean a share of common stock, $.001 par value, of the Corporation or the number and kind of shares of stock or other securities which shall be substituted or adjusted for such shares as provided in Section 11. (k) “Subsidiary” means any corporation or entity in which Intel Corporation owns or controls, directly or indirectly, fifty percent (50%) or more of the voting power or economic interests of such corporation or entity. 3. ADMINISTRATION (a) Composition of Committee.This Plan shall be administered by the Committee. The Committee shall consist of two or more Outside Directors who shall be appointed by the Board of Directors. The Board of Directors shall fill vacancies on the Committee and may from time to time remove or add members of the Committee. The Board of Directors, in its sole discretion, may exercise any authority of the Committee under this Plan in lieu of the Committee’s exercise thereof, and in such instances references herein to the Committee shall refer to the Board of Directors. (b) Delegation and Administration.The Committee may delegate to one or more separate committees (any such committee a “Subcommittee”) composed of one or more directors of the Corporation (who may but need not be members of the Committee) the ability to grant Awards and take the other actions described in Section 3(c) with respect to Participants who are not executive officers, and such actions shall be treated for all purposes as if taken by the Committee. The Committee may delegate to a Subcommittee of one or more officers of the Corporation the ability to grant Awards and take the other actions described in Section 3(c) with respect to Participants (other than any such officers themselves) who are not directors or executive officers, provided however that the resolution so authorizing such officer(s) shall specify the total number of Shares, rights or options such 2019 PROXY STATEMENT       Appendix B - Amended and Restated 2006 Equity Incentive Plan B-1 Subcommittee may so award, and such actions shall be treated for all purposes as if taken by the Committee. Any action by any such Subcommittee within the scope of such delegation shall be deemed for all purposes to have been taken by the Committee, and references in this Plan to the Committee shall include any such Subcommittee. The Committee may delegate the day to day administration of the Plan to an officer or officers of the Corporation or one or more agents, and such administrator(s) may have the authority to execute and distribute agreements or other documents evidencing or relating to Awards granted by the Committee under this Plan, to maintain records relating to the grant, vesting, exercise, forfeiture or expiration of Awards, to process or oversee the issuance of Shares upon the exercise, vesting and/or settlement of an Award, to interpret the terms of Awards and to take such other actions as the Committee may specify. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and references in this Plan to the Committee shall include any such administrator, provided that the actions and interpretations of any such administrator shall be subject to review and approval, disapproval or modification by the Committee. (c) Powers of the Committee.Subject to the express provisions and limitations set forth in this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable, in its sole discretion, in connection with the administration of this Plan, including, without limitation, the following: (i) to prescribe, amend, and rescind rules and regulations relating to the Plan, including the forms of Award Agreement and manner of acceptance of an Award, and to take or approve such further actions as it determines necessary or appropriate to the administration of the Plan and Awards, such as correcting a defect or supplying any omission, or reconciling any inconsistency so that the Plan or any Award Agreement complies with applicable law, regulations and listing requirements and so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of Nasdaq, disruption of communications or natural catastrophe) deemed by the Committee to be inconsistent with the purposes of the Plan or any Award Agreement, provided that no such action shall be taken absent stockholder approval to the extent required under Section 13; (ii) to determine which persons are eligible to be Participants, to which of such persons, if any, Awards shall be granted hereunder and the timing of any such Awards, and to grant Awards; (iii) to grant Awards to Participants and determine the terms and conditions thereof, including the number of Shares subject to Awards and the exercise or purchase price of such Shares and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; (iv) to establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; (v) to prescribe and amend the terms of the agreements or other documents evidencing Awards made under this Plan (which need not be identical); (vi) to determine whether, and the extent to which, adjustments are required pursuant to Section 11; (vii) to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Corporation; and (viii) to make all other determinations deemed necessary or advisable for the administration of this Plan. (d) Effect of Change in Status.The Committee shall have the discretion to determine the effect upon an Award and upon an individual’s status as an employee under the Plan (including whether a Participant shall be deemed to have experienced a termination of employment or other change in status) and upon the vesting, expiration or forfeiture of an Award in the case of (i) any individual who is employed by an entity that ceases to be a Subsidiary of the Corporation, (ii) any leave of absence approved by the Corporation or a Subsidiary, (iii) any transfer between locations of employment with the Corporation or a Subsidiary or between the Corporation and any Subsidiary or between any Subsidiaries, (iv) any change in the Participant’s status from an employee to a consultant or member of the Board of Directors, or vice versa, and (v) at the request of the Corporation or a Subsidiary, any employee who becomes employed by any partnership, joint venture, corporation or other entity not meeting the requirements of a Subsidiary. (e) Determinations of the Committee.All decisions, determinations and interpretations by the Committee regarding this Plan shall be final and binding on all persons. The Committee may consider such factors as it deems relevant to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any director, officer or employee of the Corporation and such attorneys, consultants and accountants as it may select. Any decision or action by the Committee may be contested only by a Participant or other holder of an Award and only on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any review of such decision or action shall be limited to determining whether the Committee’s decision or action was arbitrary or capricious or was unlawful. B-2 Appendix B - Amended and Restated 2006 Equity Incentive Plan         2019 PROXY STATEMENT 4. PARTICIPANTS Awards under the Plan may be granted to any person who is an employee or Outside Director of the Corporation. Outside Directors may be granted Awards only pursuant to Section 9 of the Plan. The status of the Chairman of the Board of Directors as an employee or Outside Director shall be determined by the Committee. Any person designated by the Corporation as an independent contractor shall not be treated as an employee and shall not be eligible for Awards under the Plan. 5. EFFECTIVE DATE AND EXPIRATION OF PLAN (a) Effective Date.This Plan was originally approved by the Board of Directors on February 23, 2006 and became effective on May 17, 2006. The current amendment and restatement of the Plan was approved by the Board of Directors on March22, 201713, 2019 and became effective on May18, 201716, 2019. (b) Expiration Date. The Plan shall remain available for the grant of Awards until June 30,20202023 or such earlier date as the Board of Directors may determine; provided, however, that ISOs (as defined below) may not be granted under the Plan after the 10th anniversary of the date of the Board of Directors’ most recent approval of the Plan. The expiration of the Committee’s authority to grant Awards under the Plan will not affect the operation of the terms of the Plan or the Corporation’s and Participants’ rights and obligations with respect to Awards granted on or prior to the expiration date of the Plan. 6. SHARES SUBJECT TO THE PLAN (a) Aggregate Limits.Subject to adjustment as provided in Section 11, the aggregate number of Shares authorized for issuance after December31, 201629, 2018 pursuant to Awards under the Plan is372,100357,300,000. The Shares subject to the Plan may be either Shares reacquired by the Corporation, including Shares purchased in the open market, or authorized but unissued Shares. Any Shares subject to an Award which for any reason expires or terminates unexercised or is not earned in full may again be made subject to an Award under the Plan. Notwithstanding the preceding sentence, the following Shares may not again be made available for issuance as Awards under the Plan: (i) Shares not issued or delivered as a result of the net settlement of an outstanding Stock Appreciation Right, (ii) Shares used to pay the exercise price or withholding taxes related to an outstanding Award, or (iii) Shares repurchased on the open market with the proceeds of the option exercise price. (b) Tax Code Limits.The aggregate number of Shares that may be earned pursuant to Stock Options or Stock Appreciation Rights granted under this Plan during any calendar year to any one Participant shall not exceed34,000,000. The aggregate number of Shares that may be earned pursuant to Restricted Stock or Restricted Stock Unit Awards granted under this Plan during any calendar year to any one Participant shall not exceed42,000,000. Notwithstanding anything to the contrary in this Plan, the foregoing limitations shall be subject to adjustment under Section 11, but only to the extent that such adjustment will not affect the status of any Award intended to qualify as“performance-based compensation” under Section 162(m) of the Code..The aggregate number of Shares issued after December31, 201629, 2018 pursuant to incentive stock options granted under the Plan shall not exceed372,100357,300,000, which limitation shall be subject to adjustment under Section 11 only to the extent that such adjustment is consistent with adjustments permitted of a plan authorizing incentive stock options under Section 422 of the Code. 7. PLAN AWARDS (a) Award Types.The Committee, on behalf of the Corporation, is authorized under this Plan to grant, award and enter into the following arrangements or benefits under the Plan provided that their terms and conditions are not inconsistent with the provisions of the Plan: stock options, stock appreciation rights, restricted stock and restricted stock units. Such arrangements and benefits are sometimes referred to herein as “Awards.” The Committee, in its discretion, may determine that any Award granted hereunder shall be a Performance Award. (i) Stock Options.A “Stock Option” is a right to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in or determined pursuant to the document(s) evidencing the Award (the “Option Agreement”). The Committee may grant Stock Options intended to be eligible to qualify as incentive stock options (“ISOs”) pursuant to Section 422 of the Code and Stock Options that are not intended to qualify as ISOs(“Non-qualified Stock Options”), as it, in its sole discretion, shall determine. (ii) Stock Appreciation Rights.A “Stock Appreciation Right” or “SAR” is a right to receive, in cash or stock (as determined by the Committee), value with respect to a specific number of Shares equal to or otherwise based on the excess of (i) the market value of a Share at the time of exercise over (ii) the exercise price of the right, subject to such terms and conditions as are expressed in the document(s) evidencing the Award (the “SAR Agreement”). (iii) Restricted Stock.A “Restricted Stock” Award is an award of Shares, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the document(s) evidencing the Award (the “Restricted Stock Agreement”). (iv) Restricted Stock Unit.A “Restricted Stock Unit” Award is an award of a right to receive, in cash or stock (as determined by the Committee) the market value of one Share, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the document(s) evidencing the Award (the “Restricted Stock Unit Agreement”).       2019   2020 PROXY STATEMENT   |  Appendix B -– Amended and Restated 2006 Equity IncentiveEmployee Stock Purchase Plan    B-3 B-1 (b) Grants(l) “Market Value” on a given date of Awards.An Award may consistdetermination (e.g., a Commencement Date or Purchase Date, as appropriate) shall mean the value of oneCommon Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange (not including an automated quotation system), its Market Value shall be the closing sales price for a share of the foregoing arrangements or benefits or two or more of them in tandem or inCommon Stock (or the alternative. 8. EMPLOYEE PARTICIPANT AWARDS (a) Grant, Terms and Conditions of Stock Options and SARs The Committee may grant Stock Options or SARs at any time and from time to time prior to the expiration of the Plan to eligible employee Participants selected by the Committee. No Participant shall have any rights as a stockholder with respect to any Shares subject to Stock Options or SARs hereunder until said Shares have been issued. Each Stock Option or SAR shall be evidenced only by such agreements, notices and/or terms or conditions documented in such form (including by electronic communications) as may be approved by the Committee. Each Stock Option grant will expressly identify the Stock Option as an ISO or as a Non-qualified Stock Option. Stock Options or SARs granted pursuant to the Plan need not be identical but each must contain or be subject to the following terms and conditions: (i) Price.The purchase price (also referred to as the exercise price) under each Stock Option or SAR granted hereunder shall be established by the Committee. The purchase price per Share shall not be less than 100% of the market value of a Shareclosing bid, if no sales were reported) on the date of grant. For purposesdetermination as quoted on such exchange on which the Common Stock has the highest average trading volume, as reported in The Wall Street Journal or such other source as the Committee deems reliable, or (ii) if the Common Stock is listed on a national market system and the highest average trading volume of the Plan, “market value”Common Stock occurs through that system, its Market Value shall meanbe the average of the high and the low salesselling prices reported on the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable, or (iii) if the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Market Value shall be the average of the Corporation’s common stock. mean of the closing bid and asked prices for the Common Stock on the date of such determination, as reported in The exercise priceWall Street Journal or such other source as the Committee deems reliable, or, (iv) in the absence of an established market for the Common Stock, the Market Value thereof shall be determined in good faith by the Board. (m) “Offering Price” shall mean the Market Value of a share of Common Stock Option shall be paid in cash or in such other form if and toon the extent permitted by the Committee, including without limitation by delivery of already owned Shares, withholding (either actually or by attestation) of Shares otherwise issuable under such Stock Option and/or by payment underCommencement Date for a broker-assisted sale and remittance program acceptable to the Committee.given Subscription Period. (ii) No Repricing.Other than in connection with(n) “Participant” shall mean a changeparticipant in the Corporation’s capitalization or other transactionPlan as described in Section 11(a) through (d)5 of the Plan,Plan. (o) “Participating Subsidiary” shall mean a Subsidiary that has been designated by the Corporation shall not, without stockholder approval, reduce the purchase price of a Stock Option or SAR and, at any time when the purchase price of a Stock Option or SAR is above the market value of a Share, the Corporation shall not, without stockholder approval (exceptCommittee in its sole discretion as eligible to participate in the case of a transaction described in Section 11(a) through (d) of the Plan), cancel andPlan with respect to its Employees. re-grant(p) “Plan” shall mean this 2006 Employee Stock Purchase Plan, including any sub-plans or exchange such Stock Option or SAR for a new Award with a lower (or no) purchase price or for cash.appendices hereto. (iii) No Reload Grants.Stock Options(q) “Purchase Date” shall not be granted undermean the Plan in consideration for and shall not be conditioned upon the deliverylast Trading Day of Shares to the Corporation in payment of the exercise price and/or tax withholding obligation under any other employee stock option.each Subscription Period. (iv) Duration, Exercise and Termination of Stock Options and SARs.Each Stock Option or SAR shall be exercisable at such time and in such installments during the period prior to the expiration of the Stock Option or SAR as determined by the Committee. The Committee(r) “Purchase Price” shall have the rightmeaning set out in Section 8(b). (s) “Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to make the timingtime, and any reference to a section of the ability to exerciseSecurities Act shall include any Stock Option or SAR subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Committee. At any time after the grant of a Stock Option, the Committee may reduce or eliminate any restrictions on the Participant’s right to exercise all or partsuccessor provision of the Stock Option, except that no Stock Option shall first become exercisable within one (1) year from its date of grant, other than upon the death, disability or retirement of the person to whom the Stock Option was granted, in each case as specified in the Option Agreement.Securities Act. Each(t) “Stockholder” shall mean a record holder of shares entitled to vote such shares of Common Stock Option or SAR that vests in full in less than five (5) years (standard grants) must expire withinunder Intel’s by-laws. (u) “Subscription Period” shall mean a period of not more than seven (7) years from the grant date and each Stock Option or SAR that vests in full in five (5) or more years (long-term retention grants) must expire within a period of not more than ten (10) years from the grant date. In each case, the Option Agreement or SAR Agreement may provide for expiration prior toapproximately six (6) months at the end of which an option granted pursuant to the stated termPlan shall be exercised. The Plan shall be implemented by a series of Subscription Periods of approximately six (6) months duration, with new Subscription Periods commencing on each February 20 and August 20 occurring on or after the AwardEffective Date and ending on the last Trading Day in the eventsix (6) month period ending on the following August 19 and February 19, respectively. The duration and timing of Subscription Periods may be changed or modified by the termination of employment or service of the Participant to whom it was granted.Committee. (v) Suspension “Subsidiary” shall mean any entity treated as a corporation (other than Intel) in an unbroken chain of corporations beginning with Intel, within the meaning of Code Section 424(f), whether or Terminationnot such corporation now exists or is hereafter organized or acquired by Intel or a Subsidiary. (w) “Trading Day” shall mean a day on which U.S. national stock exchanges and the NASDAQ National Market System are open for trading and the Common Stock is being publicly traded on one or more of Stock Options and SARs.If atsuch markets. Section 3. ELIGIBILITY (a) Any Employee employed by Intel or by any time (including afterParticipating Subsidiary on a notice of exercise has been delivered) the Committee, including any Subcommittee or administrator authorized pursuant to Section 3(b) (any such person, an “Authorized Officer”), reasonably believes that a Participant, other than an Outside Director, has committed an act of misconduct as described in this Section, the Authorized Officer may suspend the Participant’s right to exercise any Stock Option or SAR pending a determination of whether an act of misconduct has been committed. If the Committee or an Authorized Officer determines a Participant, other than an Outside Director, has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to Intel, breach of fiduciary duty or deliberate disregard of Corporation rules resulting in loss, damage or injury to the Corporation, or if a Participant makes an unauthorized disclosure of any Corporation trade secret or confidential information, engages in any conduct constituting unfair competition, induces any customer to breach a contract with the Corporation or induces any principal for whom Intel acts as agent to terminate such agency relationship, neither the Participant nor his or her estateCommencement Date shall be entitledeligible to exercise any Stock Option or SAR whatsoever. In addition, for any Participant who is designated as an “executive officer” byparticipate in the Board of Directors, if the Committee determines that the Participant engaged in an act of embezzlement, fraud or breach of fiduciary duty during the Participant’s employment that contributed to an obligation to restate the Corporation’s financial statements (“Contributing Misconduct”), the Participant shall be required to repay to the Corporation, in cash and upon demand, the Option Proceeds (as defined below) resulting from any sale or other disposition (including to the Corporation) of Shares issued or issuable upon exercise B-4 Appendix B - Amended and Restated 2006 Equity Incentive Plan     2019 PROXY STATEMENT of a Stock Option or SAR if the sale or disposition was effected during the twelve-month period following the first public issuance or filing with the SEC of the financial statements required to be restated. The term “Option Proceeds” means, with respect to any sale or other disposition (including to the Corporation) of Shares issuable or issued upon exercise of a Stock Option or SAR, an amount determined appropriate by the Committee to reflect the effect of the restatement, up to the amount equal to the number of Shares sold or disposed of multiplied by the difference between the market value per Share at the time of such sale or disposition and the exercise price. The return of Option Proceeds is in addition to and separate from any other relief available to the Corporation due to the executive officer’s Contributing Misconduct. Any determination by the Committee or an Authorized Officer with respect to the foregoing shall be final, conclusive and binding on all interested parties. For any Participant who is an executive officer, the determination of the Committee or of the Authorized Officer shall be subject to the approval of the Board of Directors. (vi) Conditions and Restrictions Upon Securities Subject to Stock Options orSARs.Subject to the express provisions of the Plan,Subscription Period first following such Commencement Date, provided that the Committee may provideestablish administrative rules requiring that the Shares issued upon exercise of a Stock Option or SAR shall be subjectemployment commence some minimum period (not to such further conditions or agreements as the Committee in its discretion may specifyexceed 30 days) prior to the exercise of such Stock Option or SAR, including, without limitation, conditions on vesting or transferability, forfeiture or repurchase provisions. The obligationa Commencement Date to make paymentsbe eligible to participate with respect to SARs may be satisfied through cash payments or the delivery of Shares, or a combination thereof as the Committee shall determine.such Subscription Period. The Committee may establish rules foralso determine that a designated group of highly compensated Employees is ineligible to participate in the deferred deliveryPlan so long as the excluded category fits within the definition of “highly compensated employee” in Code Section 414(q). (b) No Employee may participate in the Plan if immediately after an option is granted the Employee owns or is considered to own (within the meaning of Code Section 424(d)) shares of Common Stock, upon exerciseincluding Common Stock which the Employee may purchase by conversion of a Stock Optionconvertible securities or SAR with the deferral evidencedunder outstanding options granted by use of Restricted Stock Units equal in number to the number of Shares whose delivery is so deferred. (vii) Other Terms and Conditions.Stock Options and SARs may also contain such other provisions, which shall not be inconsistent with any of the foregoing terms, as the Committee shall deem appropriate. (viii) ISOs.Stock Options intending to qualify as ISOs may only be granted to employees of the Corporation within the meaning of the Code, as determined by the Committee. No ISO shall be granted to any person if immediately after the grant of such Award, such person would own stock, including stock subject to outstanding Awards held by himIntel or her under the Planits Subsidiaries, possessing five percent (5%) or any other plan established by the Corporation, amounting to more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Corporation. To the extent that the Option Agreement specifies that a Stock Option is intended to be treated as an ISO, the Stock Option is intended to qualify to the greatest extent possible as an “incentive stock option” within the meaning of Section 422 of the Code, and shall be so construed; provided, however, that any such designation shall not be interpreted as a representation, guaranteeIntel or other undertaking on the part of the Corporation that the Stock Option is or will be determined to qualify as an ISO. If and to the extent that any Shares are issued under a portion of any Stock Option that exceedsof its Subsidiaries. All Employees who participate in the $100,000 limitation of Section 422 of the Code, such Shares shall not be treated as issued under an ISO notwithstanding any designation otherwise. Certain decisions, amendments, interpretations and actions by the Committee and certain actions by a Participant may cause a Stock Option to cease to qualify as an ISO pursuant to the Code and by accepting a Stock Option the Participant agrees in advance to such disqualifying action. (b) Grant, Terms and Conditions of Restricted Stock and Restricted Stock Units The Committee may grant Restricted Stock or Restricted Stock Units at any time and from time to time prior to the expiration of the Plan to eligible employee Participants selected by the Committee. A Participant shall have rights as a stockholder with respect to any Shares subject to a Restricted Stock Award hereunder only to the extent specified in this Plan or the Restricted Stock Agreement evidencing such Award. Awards of Restricted Stock or Restricted Stock Units shall be evidenced only by such agreements, notices and/or terms or conditions documented in such form (including by electronic communications) as may be approved by the Committee. Awards of Restricted Stock or Restricted Stock Units granted pursuant to the Plan need not be identical but each must contain or be subject to the following terms and conditions: (i) Terms and Conditions.Each Restricted Stock Agreement and each Restricted Stock Unit Agreement shall contain provisions regarding (a) the number of Shares subject to such Award or a formula for determining such, (b) the purchase price of the Shares, if any, and the means of payment for the Shares, (c) the performance criteria, if any, and level of achievement versus these criteria that shall determine the number of Shares granted, issued, retainable and/or vested, (d) such terms and conditions on the grant, issuance, vesting and/or forfeiture of the Shares as may be determined from time to time by the Committee, (e) restrictions on the transferability of the Shares and (f) such further terms and conditions as may be determined from time to time by the Committee, in each case not inconsistent with this Plan. (ii) Sale Price.Subject to the requirements of applicable law, the Committee shall determine the price, if any, at which Shares of Restricted Stock or Restricted Stock Units shall be sold or awarded to a Participant, which may vary from time to time and among Participants and which may be below the market value of such Shares at the date of grant or issuance. (iii) Share Vesting.The grant, issuance, retention and/or vesting of Shares under Restricted Stock or Restricted Stock Unit Awards shall be at such time and in such installments as determined by the Committee or under criteria established by the Committee. The Committee shall have the right to makesame rights and privileges under the timing of the grant and/or the issuance, ability to retain and/or vesting of Shares under Restricted Stock or Restricted Stock Unit Awards subject to continued employment, passage of time and/or such performance criteria and level of achievement versus these criteria as deemed appropriate by the Committee, which criteriaPlan, except for differences that may be basedmandated by local law and that are consistent with Code Section 423(b)(5); provided that individuals participating in a sub-plan adopted pursuant to Section 17 which is not designed to qualify under Code section 423 need not have the same rights and privileges as Employees participating in the Code section 423 Plan. No Employee may participate in more than one Subscription Period at a time. Section 4. SUBSCRIPTION PERIODS The Plan shall generally be implemented by a series of six (6) month Subscription Periods with new Subscription Periods commencing on financial performance and/or personal performance evaluations. No condition that is basedeach February 20 and August 20 and ending on the last Trading Day in the six (6) month periods ending on the     B-2   2019 PROXY STATEMENT     Appendix B -– Amended and Restated 2006 Equity IncentiveEmployee Stock Purchase Plan B-5 on performance criteria and level of achievement versus such criteria shall be based on performance over a period of less than one year.Notwithstanding anything to the contrary herein, the performance criteria for any Restricted Stock or Restricted Stock Unit that is intended to satisfy the requirements for“performance-based compensation” under Section 162(m) of the Code shall be a measure based on one or more Qualifying Performance Criteria selected by the Committee and specified at the time the Restricted Stock Award is granted. (iv) Termination of Employment.The Restricted Stock or Restricted Stock Unit Agreement may provide for the forfeiture or cancellation of the Restricted Stock or Restricted Stock Unit Award, in whole or in part, in the event of the termination of employment or service of the Participant to whom it was granted. (v) RestrictedStock Units.Except to the extent this Plan or the Committee specifies otherwise, Restricted Stock Units represent an unfunded and unsecured obligation of the Corporation and do not confer any of the rights of a stockholder until Shares are issued thereunder. Settlement of Restricted Stock Units upon expiration of the deferral or vesting period shall be made in Shares or otherwise as determined by the Committee. Dividends or dividend equivalent rights shall be payable in cash or in additional shares with respect to Restricted Stock Units only to the extent specifically provided for by the Committee and subject to the limitations of Section 10(c). Until a Restricted Stock Unit is settled, the number of Shares represented by a Restricted Stock Unit shall be subject to adjustment pursuant to Section 11. Any Restricted Stock Units that are settled after the Participant’s death shall be distributed to the Participant’s designated beneficiary(ies) or, if none was designated, the Participant’s estate. (vi) Suspension or Termination of Restricted Stock and Restricted StockUnits.If at any time the Committee, including any Subcommittee or administrator authorized pursuant to Section 3(b) (any such person, an “Authorized Officer”), reasonably believes that a Participant, other than an Outside Director, has committed an act of misconduct as described in this Section, the Authorized Officer may suspend the vesting of Shares under the Participant’s Restricted Stock or Restricted Stock Unit Awards pending a determination of whether an act of misconduct has been committed. If the Committee or an Authorized Officer determines a Participant, other than an Outside Director, has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to Intel, breach of fiduciary duty or deliberate disregard of Corporation rules resulting in loss, damage or injury to the Corporation, or if a Participant makes an unauthorized disclosure of any Corporation trade secret or confidential information, engages in any conduct constituting unfair competition, induces any customer to breach a contract with the Corporation or induces any principal for whom Intel acts as agent to terminate such agency relationship, the Participant’s Restricted Stock or Restricted Stock Unit Agreement shall be forfeited and cancelled. In addition, for any Participant who is designated as an “executive officer” by the Board of Directors, if the Committee determines that the Participant engaged in an act of embezzlement, fraud or breach of fiduciary duty during the Participant’s employment that contributed to an obligation to restate the Corporation’s financial statements (“Contributing Misconduct”), the Participant shall be required to repay to the Corporation, in cash and upon demand, the Restricted Stock Proceeds (as defined below) resulting from any sale or other disposition (including to the Corporation) of Shares issued or issuable upon the vesting of Restricted Stock or a Restricted Stock Unit if the sale or disposition was effected during the twelve-month period following the first public issuance or filing with the SEC of the financial statements required to be restated. The term “Restricted Stock Proceeds” means, with respect to any sale or other disposition (including to the Corporation) of Shares issued or issuable upon vesting of Restricted Stock or a Restricted Stock Unit, an amount determined appropriate by the Committee to reflect the effect of the restatement, up to the amount equal to the market value per Share at the time of such sale or other disposition multiplied by the number of Shares or units sold or disposed of. The return of Restricted Stock Proceeds is in addition to and separate from any other relief available to the Corporation due to the executive officer’s Contributing Misconduct. Any determination by the Committee or an Authorized Officer with respect to the foregoing shall be final, conclusive and binding on all interested parties. For any Participant who is an executive officer, the determination of the Committee or of the Authorized Officer shall be subject to the approval of the Board of Directors. 9. OUTSIDE DIRECTOR AWARDS The number of Awards granted toeach Outside Directormay be granted up to 100,000 Shares underlying Awards (each an“in a fiscal year of the Corporation (“Outside DirectorAward”) each fiscal year, as determinedAwards”) is limited, so that the grant date fair value of all Outside Director Awards granted by the Board of Directors. combined with all cash-based compensation earned in the same fiscal year, may not exceed $1,250,000.Notwithstanding anything to the contrary in this Plan, the foregoing limitation shall be subject to adjustment under Section 11. The number of Shares subject to each Outside Director Award, or the formula pursuant to which such number shall be determined, the type or types of Awards included in the Outside Director Awards, the date of grant and the vesting, expiration and other terms applicable to such Outside Director Awards shall be specified from time to time by the Board of Directors, subject to the terms of this Plan, including the terms specified in Section 8. If the Board of Directors reasonably believes that an Outside Director has committed an act of misconduct as specified in Section 8(a)(v) or 8(b)(vi), the Board of Directors may suspend the Outside Director’s right to exercise any Stock Option or SAR and/or the vesting of any Restricted Stock or Restricted Stock Unit Award pending a determination of whether an act of misconduct has been committed. If the Board of Directors determines that an Outside Director has committed an act of misconduct, neither the Outside Director nor his or her estate shall be entitled to exercise any Stock Option or SAR whatsoever and shall forfeit any unvested Restricted Stock or Restricted Stock Unit Award. B-6 Appendix B - Amended and Restated 2006 Equity Incentive Plan         2019  |  2020 PROXY STATEMENT     10. OTHER PROVISIONS APPLICABLE TO AWARDS (a) Transferability.Unless the agreementfollowing August 19 and February 19, respectively, or on such other document evidencing an Award (or an amendment thereto authorized by the Committee) expressly states that the Award is transferable as provided hereunder, no Award granted under this Plan, nor any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will or the laws of descent and distribution. The Committee may grant an Award or amend an outstanding Award to provide that the Award is transferable or assignable (a) in the case of a transfer without the payment of any consideration, to any “family member” as such term is defined in Section 1(a)(5) of the General Instructions toForm S-8 under the Securities Act of 1933, as such may be amended from time to time, and (b) in any transfer described in clause (ii) of Section 1(a)(5) of the General Instructions to FormS-8 under the 1933 Act as amended from time to time,providedthat following any such transfer or assignment the Award will remain subject to substantially the same terms applicable to the Award while held by the Participant to whom it was granted, as modifieddate as the Committee shall determine, appropriate, and continuing thereafter until the Plan is terminated pursuant to Section 14 hereof. The first Subscription Period shall commence on August 21, 2006 and shall end on the last Trading Day on or before February 19, 2007. The Committee shall have the authority to change the frequency and/or duration of Subscription Periods (including the commencement dates thereof) with respect to future Subscription Periods if such change is announced at least thirty (30) days prior to the scheduled occurrence of the first Commencement Date to be affected thereafter. Section 5. PARTICIPATION (a) An Employee who is eligible to participate in the Plan in accordance with its terms on a Commencement Date shall automatically receive an option in accordance with Section 8(a) and may become a Participant by completing and submitting, on or before the date prescribed by the Committee with respect to a given Subscription Period, a completed payroll deduction authorization and Plan enrollment form provided by Intel or its Participating Subsidiaries or by following an electronic or other enrollment process as prescribed by the Committee. An eligible Employee may authorize payroll deductions at the rate of any whole percentage of the Employee’s Compensation, not to be less than two percent (2%) and not to exceed ten percent (10%) of the Employee’s Compensation (or such other percentages as the Committee may establish from time to time before a conditionCommencement Date) of such Employee’s Compensation on each payday during the Subscription Period. All payroll deductions will be held in a general corporate account or a trust account. No interest shall be paid or credited to the Participant with respect to such transfer the transfereepayroll deductions. Intel shall execute an agreement agreeingmaintain or cause to be boundmaintained a separate bookkeeping account for each Participant under the Plan and the amount of each Participant’s payroll deductions shall be credited to such account. A Participant may not make any additional payments into such account, unless payroll deductions are prohibited under Applicable Law, in which case the provisions of Section 5(b) of the Plan shall apply. (b) Notwithstanding any other provisions of the Plan to the contrary, in locations where local law prohibits payroll deductions, an eligible Employee may elect to participate through contributions to his or her account under the Plan in a form acceptable to the Committee. In such event, any such Employees shall be deemed to be participating in a sub-plan, unless the Committee otherwise expressly provides that such Employees shall be treated as participating in the Plan. All such contributions will be held in a general corporate account or a trust account. No interest shall be paid or credited to the Participant with respect to such contributions. (c) Under procedures and at times established by the Committee, a Participant may withdraw from the Plan during a Subscription Period, by completing and filing a new payroll deduction authorization and Plan enrollment form with the Company or by following electronic or other procedures prescribed by the Committee. If a Participant withdraws from the Plan during a Subscription Period, his or her accumulated payroll deductions will be refunded to the Participant without interest, his or her right to participate in the current Subscription Period will be automatically terminated and no further payroll deductions for the purchase of Common Stock will be made during the Subscription Period. Any Participant who wishes to withdraw from the Plan during a Subscription Period, must complete the withdrawal procedures prescribed by the Committee before the last forty-eight (48) hours of such terms;Subscription Period, subject to any changes to the rules established by the Committee pertaining to the timing of withdrawals, limiting the frequency with which Participants may withdraw and re-enroll in the Plan and may impose a waiting period on Participants wishing to re-enroll following withdrawal. (d) A Participant may not increase his or her rate of contribution through payroll deductions or otherwise during a given Subscription Period. A Participant may decrease his or her rate of contribution through payroll deductions one time only during a given Subscription Period and only during an open enrollment period or such other times specified by the Committee by filing a new payroll deduction authorization and Plan enrollment form or by following electronic or other procedures prescribed by the Committee. If a Participant has not followed such procedures to change the rate of contribution, the rate of contribution shall continue at the originally elected rate throughout the Subscription Period and future Subscription Periods; unless the Committee reduces the maximum rate of contribution provided further, that an ISO may be transferred or assigned onlyin Section 5(a) and a Participant’s rate of contribution exceeds the reduced maximum rate of contribution, in which case the rate of contribution shall continue at the reduced maximum rate of contribution. Notwithstanding the foregoing, to the extent consistentnecessary to comply with Section 422423(b)(8) of the Code. Any purported assignment, transfer or encumbrance that does not qualify under thisCode for a given calendar year, the Committee may reduce a Participant’s payroll deductions to zero percent (0%) at any time during a Subscription Period scheduled to end during such calendar year. Payroll deductions shall re-commence at the rate provided in such Participant’s enrollment form at the beginning of the first Subscription Period which is scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10(a)5(c). Section 6. TERMINATION OF EMPLOYMENT In the event any Participant terminates employment with Intel and its Participating Subsidiaries for any reason (including death) prior to the expiration of a Subscription Period, the Participant’s participation in the Plan shall terminate and all amounts credited to the Participant’s account shall be void and unenforceable againstpaid to the Corporation. (b) Qualifying Performance Criteria.For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternativelyParticipant or, in any combination, appliedthe case of death, to either the Corporation asParticipant’s heirs or estate, without interest. Whether a whole or totermination of employment has occurred shall be determined by the Committee. If a business unit or Subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively overParticipant’s termination of employment occurs within a certain period of years, on an absolute basis or relative to apre-established target, to previous years’ results or to a designated comparison group, on a U.S. generally accepted accounting principles (“GAAP”) ornon-GAAP basis, in each casetime as specified by the Committee (not to exceed 30 days) prior to the Purchase Date of the Subscription Period then in progress, his or her option for the Award: (a) cash flow, (b) earnings per share, (c) earnings before one or morepurchase of interest, taxes, depreciation and amortization, (d) returnshares of Common Stock will be exercised on equity, (e) total stockholder return, (f) share price performance, (g) return on capital, (h) return on assets or net assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l) operating profit or net operating profit, (m) gross margin, operating margin or profit margin, (n) return on operating revenue, (o) return on invested capital, (p) market segment share, (q) product release schedules, (r) new product innovation, (s) product cost reduction through advanced technology, (t) brand recognition/acceptance, (u) product ship targets, or (v) customer satisfaction.To the extent provided forsuch Purchase Date in accordance with Section 9 as if such Participant were still employed by the Committee atCompany. Following the time an Award is granted or otherwise as permitted under Section 162(m) of the Code,The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in or provisions under tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, (v) any infrequently occurring or other unusual items, either under applicable accounting provisions or described in management’s discussion and analysis of financial condition and results of operations appearing in the Corporation’s annual report to stockholders for the applicable year, and (vi) any other events as the Committee shall deem appropriate, if such adjustment is timely approved in connection with the establishment of Qualifying Performance Criteria. Notwithstanding satisfaction of any completion of any Qualifying Performance Criteria, to the extent specified at the time of grant of an Award, the number of Shares, Stock Options, SARs, Restricted Stock Units or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Qualifying Performance Criteria may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine. (c) Dividends.Unless otherwise provided by the Committee, no adjustment shall be made in Shares issuable under Awards on account of cash dividends that may be paid or other rights that may be issued to the holders of Shares prior to their issuance under any Award. The Committee shall specify whether dividends or dividend equivalent amounts shall be credited and/or payable to any Participant with respect to the Shares subject to any Award; provided, however, that in no event will dividends or dividend equivalents be credited or payable in respect of Stock Options or SARs. Notwithstanding the foregoing, dividends or dividend equivalents credited/payable in connection with an Award that is not yet vested shall be subject to the same restrictions and risk of forfeiture as the underlying Award and shall not be paid until the underlying Award vests. (d) Documents Evidencing Awards.The Committee shall, subject to applicable law, determine the date an Award is deemed to be granted. The Committee or, except to the extent prohibited under applicable law, its delegate(s) may establish the terms of agreements or other documents evidencing Awards under this Plan and may, but need not, require as a condition to any such agreement’s or document’s effectiveness that such agreement or document be executed by the Participant, including by electronic signature or other electronic indication of acceptance, and that such Participant agree to such further terms and conditions as specified in such agreement or document. The grant of an Award under this Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in this Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the agreement or other document evidencing such Award. (e) Additional Restrictions on Awards.Either at the time an Award is granted or by subsequent action, the Committee may, but need not, impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Shares issued under an Award, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and       2019   2020 PROXY STATEMENT   |  Appendix B -– Amended and Restated 2006 Equity IncentiveEmployee Stock Purchase Plan    B-7 B-3 mannerpurchase of sales byshares on such Purchase Date, the Participant’s participation in the Plan shall terminate and all amounts credited to the Participant’s account shall be paid to the Participant or, Participants, and (c) restrictions as to the use of a specified brokerage firm for receipt, resales or other transfers of such Shares. (f) Subsidiary Awards.Inin the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Committee so directs, be implemented by Intel issuing any subject Sharesdeath, to the Subsidiary, for such lawful consideration asParticipant’s heirs or estate, without interest. The Committee may also establish rules regarding when leaves of absence or changes of employment status will be considered to be a termination of employment, including rules regarding transfer of employment among Participating Subsidiaries, Subsidiaries and Intel, and the Committee may establish termination-of-employment procedures for this Plan that are independent of similar rules established under other benefit plans of Intel and its Subsidiaries; provided that such procedures are not in conflict with the requirements of Section 423 of the Code. Section 7. STOCK Subject to adjustment as set forth in Section 11, the maximum number of shares of Common Stock which may be issued pursuant to the Plan shall be three hundred seventy-threefive hundred twenty-three million (373,000,000523,000,000) shares. Notwithstanding the above, subject to adjustment as set forth in Section 11, the maximum number of shares that may be purchased by any Employee in a given Subscription Period shall be seventy-two thousand (72,000) shares of Common Stock. If, on a given Purchase Date, the number of shares with respect to which options are to be exercised exceeds either maximum, the Committee shall make, as applicable, such adjustment or pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. Section 8. OFFERING (a) On the Commencement Date relating to each Subscription Period, each eligible Employee, whether or not such Employee has elected to participate as provided in Section 5(a), shall be granted an option to purchase that number of whole shares of Common Stock (as adjusted as set forth in Section 11) not to exceed seventy two thousand (72,000) shares (or such lower number of shares as determined by the Committee), which may be purchased with the payroll deductions accumulated on behalf of such Employee during each Subscription Period at the purchase price specified in Section 8(b) below, subject to the additional limitation that no Employee participating in the Plan shall be granted an option to purchase Common Stock under the Plan if such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of Intel and its Subsidiaries to accrue at a rate which exceeds U.S. twenty-five thousand dollars (U.S. $25,000) of the Market Value of such Common Stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. For purposes of the Plan, an option is “granted” on a Participant’s Commencement Date. An option will expire upon the conditionearliest to occur of (i) the termination of a Participant’s participation in the Plan or understandingsuch Subscription Period (ii) the beginning of a subsequent Subscription Period in which such Participant is participating; or (iii) the termination of the Subscription Period. This Section 8(a) shall be interpreted so as to comply with Code Section 423(b)(8). (b) The Purchase Price under each option shall be with respect to a Subscription Period the lower of (i) a percentage (not less than eighty-five percent (85%)) established by the Committee (“Designated Percentage”) of the Offering Price, or (ii) the Designated Percentage of the Market Value of a share of Common Stock on the Purchase Date on which the Common Stock is purchased; provided that the Subsidiary will transfer the Shares to the Participant in accordance with the terms of the Award specifiedPurchase Price may be adjusted by the Committee pursuant to the provisionsSections 11 or 12 in accordance with Section 424(a) of the Plan. NotwithstandingCode. The Committee may change the Designated Percentage with respect to any other provision hereof, such Awardfuture Subscription Period, but not to below eighty-five percent (85%), and the Committee may determine with respect to any prospective Subscription Period that the option price shall be issued by and in the nameDesignated Percentage of the Subsidiary andMarket Value of a share of the Common Stock on the Purchase Date. Section 9. PURCHASE OF STOCK Unless a Participant withdraws from the Plan as provided in Section 5(c) or except as provided in Sections 7, 12 or 14(b), upon the expiration of each Subscription Period, a Participant’s option shall be deemed granted on such date asexercised automatically for the Committee shall determine. (g) Compensation Recovery. This provision applies to any policy adopted by any exchange onpurchase of that number of whole shares of Common Stock which the securitiesaccumulated payroll deductions credited to the Participant’s account at that time shall purchase at the applicable price specified in Section 8(b). Notwithstanding the foregoing, Intel or its Participating Subsidiary may make such provisions and take such action as it deems necessary or appropriate for the withholding of taxes and/or social insurance which Intel or its Participating Subsidiary determines is required by Applicable Law. Each Participant, however, shall be responsible for payment of all individual tax liabilities arising under the Plan. The shares of Common Stock purchased upon exercise of an option hereunder shall be considered for tax purposes to be sold to the Participant on the Purchase Date. During his or her lifetime, a Participant’s option to purchase shares of Common Stock hereunder is exercisable only by him or her. Section 10. PAYMENT AND DELIVERY As soon as practicable after the exercise of an option, Intel shall deliver or cause to have delivered to the Participant a record of the Corporation are listed pursuant to Section 10DCommon Stock purchased and the balance of the Exchange Act. To the extent any such policy requires the repaymentamount of incentive-based compensation received by a Participant, whether paid pursuant to an Award granted under this Plan or any other plan of incentive-based compensation maintained in the past or adopted in the future by the Corporation, by accepting an Award under this Plan, the Participant agreespayroll deductions credited to the repayment of such amounts toParticipant’s account not used for the extent required by such policy and applicable law. 11. ADJUSTMENT OF AND CHANGES IN THE COMMON STOCK (a) The existence of outstanding Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, exchanges, or other changes in the Corporation’s capital structure or its business, or any merger or consolidation of the Corporation or any issuance of Shares or other securities or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares or other securities of the Corporation or the rights thereof, or the dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Further,purchase, except as expressly provided hereinspecified below. The Committee may permit or require that shares be deposited directly with a broker designated by the Committee (i)or to a designated agent of the issuanceCompany, and the Committee may utilize electronic or automated methods of share transfer. The Committee may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. Intel or its B-4 Appendix B – Amended and Restated 2006 Employee Stock Purchase Plan  |  2020 PROXY STATEMENT   Participating Subsidiary shall retain the amount of payroll deductions used to purchase Common Stock as full payment for the Common Stock and the Common Stock shall then be fully paid and non-assessable. No Participant shall have any voting, dividend, or other Stockholder rights with respect to shares subject to any option granted under the Plan until the shares subject to the option have been purchased and delivered to the Participant as provided in this Section 10. The Committee may in its discretion direct Intel to retain in a Participant’s account for the subsequent Subscription Period any payroll deductions which are not sufficient to purchase a whole share of Common Stock or to return such amount to the Participant. Any other amounts left over in a Participant’s account after a Purchase Date shall be returned to the Participant without interest. Section 11. RECAPITALIZATION Subject to any required action by the CorporationStockholders of Intel, if there is any change in the outstanding shares of stock or any classCommon Stock because of securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, (ii) the payment of a merger, consolidation, spin-off, reorganization, recapitalization, dividend in property other than Shares,cash, stock split, reverse stock split, stock dividend, liquidating dividend, combination or (iii)reclassification of the occurrence ofCommon Stock (including any similar transaction, andsuch change in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject toshares of Common Stock Options or other Awards theretofore granted or the purchase price per Share, unless the Committee shall determine,effected in its sole discretion, that an adjustment is necessary or appropriate. (b) If the outstanding Shares or other securitiesconnection with a change in domicile of the Corporation, or both, for which the Award is then exercisable or as to which the Award is to be settled shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, extraordinary dividend of cash and/or assets, recapitalization, reorganizationIntel), or any similar equity restructuring transaction (as that term is used in Accounting Standards Codification 718) affecting the Shares or other securities of the Corporation, the Committee shall equitably adjust, the number and kind of Shares or other securities that are subject to thiscovered by each option under the Plan and to the limits under Sections 6 and 9 and that are subject to any Awards theretofore granted,which has not yet been exercised and the exercise or settlement prices of such Awards, so as to maintain the proportionate number of Shares or other securities subject to such Awards without changing the aggregate exercise or settlement price, if any. (c) No right to purchase fractional Shares shall result from any adjustment in Stock Options or SARs pursuant to this Section 11. In case of any such adjustment, the Shares subject to the Stock Option or SAR shall be rounded down to the nearest whole share. (d) Any other provision hereof to the contrary notwithstanding (except Section 11(a)), in the event Intel is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the assumption of outstanding Awards by the surviving corporation or its parent, for their continuation by Intel (if Intel is a surviving corporation), for accelerated vestingwhich have been authorized and accelerated expiration, or for settlement in cash. 12. LISTING OR QUALIFICATION OF COMMON STOCK In the event that the Committee determines in its discretion that the listing or qualification of the Sharesremain available for issuance under the Plan, on any securities exchange or quotation or trading system or under any applicable law or governmental regulation is necessary as a condition to the issuance of such Shares, a Stock Option or SAR may not be exercised in whole or in part and a Restricted Stock or Restricted Stock Unit Award shall not vest or be settled unless such listing, qualification, consent or approval has been unconditionally obtained. 13. TERMINATION OR AMENDMENT OF THE PLAN The Board of Directors may amend, alter or discontinue the Plan and the Board or the Committee may to the extent permitted by the Plan amend any agreement or other document evidencing an Award made under this Plan, provided, however, that the Corporation shall submit for stockholder approval any amendment (other than an amendment pursuant to the adjustment provisions of Section 11) required to be submitted for stockholder approval by NASDAQ or that otherwise would: (a) Increasewell as the maximum number of Shares forsecurities which Awards may be grantedpurchased by a Participant in a Subscription Period, and the price per share covered by each option under the Plan which has not yet been exercised, shall be equitably adjusted by the Board, and the Board shall take any further actions which may be necessary or appropriate under the circumstances. The Board’s determinations under this Plan; B-8 Appendix B - Amended and Restated 2006 Equity Incentive Plan         2019 PROXY STATEMENT (b) Reduce the price at which Stock Options may be granted below the price provided for in Section 8(a); (c) Reduce the option price of outstanding Stock Options; (d) Extend the term of this Plan; (e) Change the class of persons eligible to be Participants; or (f) Increase the limits in Section 6. In addition, no such amendment or alteration11 shall be made which would impairconclusive and binding on all parties. Section 12. MERGER, LIQUIDATION, OTHER CORPORATE TRANSACTIONS (a) In the rightsevent of any Participant, withoutthe proposed liquidation or dissolution of Intel, the Subscription Period will terminate immediately prior to the consummation of such Participant’s consent, under any Award theretofore granted,proposed transaction, unless otherwise provided that no such consent shall be required with respect to any amendment or alteration ifby the Committee determinesBoard in its sole discretion, that such amendmentand all outstanding options shall automatically terminate and the amounts of all payroll deductions will be refunded without interest to the Participants. (b) In the event of a proposed sale of all or alteration either (i) is required or advisable in order forsubstantially all of the Corporation, the Planassets of Intel, or the Award to satisfymerger or conform to any lawconsolidation or regulationsimilar combination of Intel with or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated. 14. WITHHOLDING To the extent required by applicable federal, state, local or foreign law, the Committee may and/or a Participant shall make arrangements satisfactory to the Corporation for the satisfaction of any withholding tax obligations that arise with respect to any Stock Option, SAR, Restricted Stock or Restricted Stock Unit Award, or any sale of Shares. The Corporation shall not be required to issue Shares or to recognize the disposition of such Shares until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied by having the Corporation withhold a portion of the Shares of stock that otherwise would be issued to a Participant under such Award or by tendering Shares previously acquired by the Participant. 15. GENERAL PROVISIONS (a) Employment At Will.Neither the Plan nor the grant of any Award nor any action by the Corporation, any Subsidiary or the Committee shall be held or construed to confer upon any person any right to be continued in the employ of the Corporation or a Subsidiary. The Corporation and each Subsidiary expressly reserve the right to discharge, without liability but subject to his or her rights under this Plan, any Participant wheneverinto another entity, then in the sole discretion of the CorporationBoard, (1) each option shall be assumed or an equivalent option shall be substituted by the successor corporation or parent or subsidiary of such successor entity, (2) a Subsidiary,date established by the Board on or before the date of consummation of such merger, consolidation, combination or sale shall be treated as a Purchase Date, and all outstanding options shall be exercised on such date, (3) all outstanding options shall terminate and the caseaccumulated payroll deductions will be refunded without interest to the Participants, or (4) outstanding options shall continue unchanged. Section 13. TRANSFERABILITY Neither payroll deductions credited to a Participant’s bookkeeping account nor any rights to exercise an option or to receive shares of Common Stock under the Plan may be it may determine to do so. (b) Governing Law.This Planvoluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and any agreementsattempted assignment, transfer, pledge, or other documents hereunderdisposition shall be interpretednull and construedvoid and without effect. If a Participant in accordance withany manner attempts to transfer, assign or otherwise encumber his or her rights or interests under the laws ofPlan, other than as permitted by the State of Delaware and applicable federal law. The Committee may provide that any dispute as to any AwardCode, such act shall be presented and determined in such forumtreated as an election by the Committee may specify, including through binding arbitration. Any reference in this Plan or in the agreement or other document evidencing any AwardParticipant to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or applicability. (c) Unfunded Plan.Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are granted Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Corporation shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Corporation or the Committee be deemed to be a trustee of stock or cash to be awarded under the Plan. (d)Third Party Administrator. In connection with a Participant’sdiscontinue participation in the Plan pursuant to Section 5(c). Section 14. AMENDMENT OR TERMINATION OF THE PLAN (a) The Plan shall continue from the CorporationEffective Date until August 31, 20212026, unless it is terminated in accordance with Section 14(b). (b) The Board may, usein its sole discretion, insofar as permitted by law, terminate or suspend the services of a third party administrator, including a brokerage firm administrator,Plan, or revise or amend it in any respect whatsoever, and the CorporationCommittee may provide this administratorrevise or amend the Plan consistent with personal information about a Participant, including a Participant’s name, social security number and address, as well as the details of each Award, and this administrator may provide information to the Corporation concerning the exercise of a Participant’s rightsits duties and account dataresponsibilities as it relates to Awardsset forth in the Plan or any delegation under the Plan.Plan, except that, without approval of the Stockholders, no such revision or amendment shall increase the number of shares subject to the Plan, other than an adjustment under Section 11 of the Plan, or make other changes for which Stockholder approval is required under Applicable Law. Upon a termination or suspension of the Plan, the Board may in its discretion (i) return without interest, the payroll deductions credited to Participants’ accounts to such Participants or (ii) set an earlier Purchase Date with respect to a Subscription Period then in progress. Section 15. ADMINISTRATION 16.(a) The Board has appointed the Compensation Committee of the Board to administer the Plan (the “Committee”), who will serve for such period of time as the Board may specify and whom the Board may remove at any time. The Committee will have the authority and responsibility for the NON-EXCLUSIVITYday-to-day OF PLAN Neitheradministration of the adoption ofPlan, the authority and responsibility specifically provided in this Plan and any additional duty, responsibility and authority delegated to the Committee by the Board, of Directors nor the submission of this Plan to the shareholders of the Corporation for approval shall be construed as creatingwhich may include any limitations on the power of the Board of Directors or the Committee to adopt such other incentive arrangements as either may deem desirable, including, without limitation, the granting of stock options, stock appreciation rights, restricted stock or restricted stock units otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases. 17. COMPLIANCE WITH OTHER LAWS AND REGULATIONS This Plan, the grant and exercise of Awards thereunder, and the obligation of the Corporation to sell, issue or deliver Shares under such Awards, shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Corporation shall not be required to register in a Participant’s name or deliver any Shares prior to the completion of any registration or qualification of such Shares under any federal, state or local       2019   2020 PROXY STATEMENT   |  Appendix B -– Amended and Restated 2006 Equity IncentiveEmployee Stock Purchase Plan    B-9 B-5 lawthe functions assigned to the Board in this Plan. The Committee may delegate to a sub-committee or to an officer or officers of Intel the day-to-day administration of the Plan. The Committee shall have full power and authority to adopt, amend and rescind any rulingrules and regulations which it deems desirable and appropriate for the proper administration of the Plan, to construe and interpret the provisions and supervise the administration of the Plan, to make factual determinations relevant to Plan entitlements and to take all action in connection with administration of the Plan as it deems necessary or regulationadvisable, consistent with the delegation from the Board. Decisions of any government body which the Committee shall determinebe final and binding upon all Participants. Any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made at a meeting of the Committee duly held. The Company shall pay all expenses incurred in the administration of the Plan. (b) In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Company, members of the Board and of the Committee shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted under the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. Section 16. COMMITTEE RULES FOR FOREIGN JURISDICTIONS The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements; however, if such varying provisions are not in accordance with the provisions of Section 423(b) of the Code, including but not limited to the requirement of Section 423(b)(5) of the Code that all options granted under the Plan shall have the same rights and privileges unless otherwise provided under the Code and the regulations promulgated thereunder, then the individuals affected by such varying provisions shall be deemed to be necessaryparticipating under a sub-plan and not in the Plan. The Committee may also adopt sub-plans applicable to particular Subsidiaries or advisable. Tolocations, which sub-plans may be designed to be outside the extentscope of Code section 423 and shall be deemed to be outside the Corporation is unablescope of Code section 423 unless the terms of the sub-plan provide to or the contrary. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of Section 7, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. The Committee deems it infeasibleshall not be required to obtain authority fromthe approval of the Stockholders prior to the adoption, amendment or termination of any regulatory body having jurisdiction, which authority is deemedsub-plan unless required by the Corporation’s counsellaws of the foreign jurisdiction in which Employees participating in the sub-plan are located. Section 17. SECURITIES LAWS REQUIREMENTS (a) No option granted under the Plan may be exercised to any extent unless the shares to be necessaryissued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable provisions of law, domestic or advisableforeign, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, applicable state and foreign securities laws and the requirements of any stock exchange upon which the Shares may then be listed, subject to the approval of counsel for the lawful issuance and sale of any Shares hereunder, the Corporation shall be relieved of any liabilityCompany with respect to such compliance. If on a Purchase Date in any Subscription Period hereunder, the failure to issuePlan is not so registered or sellin such Shares as tocompliance, options granted under the Plan which such requisite authority shallare not have been obtained. No Stock Option shall be exercisable and no Shares shall be issued and/or transferable under any other Award unless a registration statement with respect to the Shares underlying such Stock Option is effective and current or the Corporation has determined that such registration is unnecessary. 18. LIABILITY OF CORPORATION The Corporationin material compliance shall not be liableexercised on such Purchase Date, and the Purchase Date shall be delayed until the Plan is subject to a Participant or other personssuch an effective registration statement and such compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Commencement Date relating to such Subscription Period. If, on the Purchase Date of any offering hereunder, as to: (a) thenon-issuance or sale of Shares as to which the Corporation has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Corporation’s counsel to be necessarydelayed to the lawful issuancemaximum extent permissible, the Plan is not registered and salein such compliance, options granted under the Plan which are not in material compliance shall not be exercised and all payroll deductions accumulated during the Subscription Period (reduced to the extent, if any, that such deductions have been used to acquire shares of Common Stock) shall be returned to the Participants, without interest. The provisions of this Section 17 shall comply with the requirements of Section 423(b)(5) of the Code to the extent applicable. (b) As a condition to the exercise of an option, Intel may require the person exercising such option to represent and warrant at the time of any such exercise that the Shares hereunder;are being purchased only for investment and (b)without any tax consequence expected, but not realized,present intention to sell or distribute such Shares if, in the opinion of counsel for Intel, such a representation is required by any Participant or other person due toof the receipt, exercise or settlementaforementioned applicable provisions of any Stock Option or other Award granted hereunder.law.   B-10 B-6   Appendix B -– Amended and Restated 2006 Equity IncentiveEmployee Stock Purchase Plan       2019|  2020 PROXY STATEMENT     Section 18. GOVERNMENTAL REGULATIONS intel50 www.intel.com NewsThis Plan and information about Intel® productsIntel’s obligation to sell and technologies, customer support, careers, worldwide locations, corporate responsibilitydeliver shares of its stock under the Plan shall be subject to the approval of any governmental authority required in connection with the Plan or the authorization, issuance, sale, or delivery of stock hereunder. Section 19. NO ENLARGEMENT OF EMPLOYEE RIGHTS Nothing contained in this Plan shall be deemed to give any Employee or other individual the right to be retained in the employ or service of Intel or any Participating Subsidiary or to interfere with the right of Intel or Participating Subsidiary to discharge any Employee or other individual at any time, for any reason or no reason, with or without notice. Section 20. GOVERNING LAW This Plan shall be governed by applicable laws of the State of Delaware and sustainability,applicable federal law. Section 21. EFFECTIVE DATE This Plan shall be effective on the Effective Date, subject to approval of the Stockholders of Intel within twelve (12) months before or after its date of adoption by the Board. Section 22. REPORTS Individual accounts shall be maintained for each Participant in the Plan. Statements of account shall be made available to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and more. www.intc.comthe remaining cash balance, if any. Section 23. DESIGNATION OF BENEFICIARY FOR OWNED SHARES With respect to shares of Common Stock information, earningspurchased by the Participant pursuant to the Plan and conference webcasts, annual reports,held in an account maintained by Intel or its assignee on the Participant’s behalf, the Participant may be permitted to file a written designation of beneficiary, who is to receive any shares and corporate governancecash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to the end of a Subscription Period but prior to delivery to him or her of such shares and historical financial information.cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to the Purchase Date of a Subscription Period. If a Participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective, to the extent required by local law. The Participant (and if required under the preceding sentence, his or her spouse) may change such designation of beneficiary at any time by written notice. Subject to local legal requirements, in the event of a Participant’s death, Intel or its assignee shall deliver any shares of Common Stock and/or cash to the designated beneficiary. Subject to local law, in the event of the death of a Participant and in the absence of a beneficiary validly designated who is living at the time of such Participant’s death, Intel shall deliver such shares of Common Stock and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of Intel), Intel in its sole discretion, may deliver (or cause its assignee to deliver) such shares of Common Stock and/or cash to the spouse, or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to Intel, then to such other person as Intel may determine. The provisions of this Section 23 shall in no event require Intel to violate local law, and Intel shall be entitled to take whatever action it reasonably concludes is desirable or appropriate in order to transfer the assets allocated to a deceased Participant’s account in compliance with local law. Section 24. ADDITIONAL RESTRICTIONS OF RULE 16b-3. The terms and conditions of options granted hereunder to, and the purchase of shares of Common Stock by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and such options shall contain, and the shares of Common Stock issued upon exercise thereof shall be subject to, such additional conditions and restrictions, if any, as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. Section 25. NOTICES All notices or other communications by a Participant to Intel or the Committee under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by Intel or the Committee at the location, or by the person, designated by Intel for the receipt thereof.   2020 PROXY STATEMENT  |  Appendix B – Amended and Restated 2006 Employee Stock Purchase Plan B-7 INTEL CORPORATION ATTN: INVESTOR RELATIONS 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA 95054 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to intel.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/intel20 You may attend the Annual Stockholders’ Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E64172-P16938-Z73810D02105-P35008-Z76485 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY INTEL CORPORATION Proposals–A. Proposals—The Board of Directors recommends a vote FOR all the nominees listed and FOR Management Proposals 2, 3 and 4. 1. Election of Directors Nominees:For Against Abstain 1a. Aneel BhusriJames J. Goetz 1b. Andy D. BryantAlyssa Henry 1c. Reed E. Hundt 1d. Omar Ishrak 1e.1d. Risa Lavizzo-Mourey 1f.1e. Tsu-Jae King Liu 1g.1f. Gregory D. Smith 1h.1g. Robert (“Bob”) H. Swan 1i.1h. Andrew Wilson 1j.1i. Frank D. Yeary For Against Abstain For Against Abstain 2. Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 20192020 3. Advisory vote to approve executive compensation of our listed officers 4. Approval of amendment and restatement of the 2006 Equity IncentiveEmployee Stock Purchase Plan The Board of Directors recommends a vote AGAINST Proposals 5-7.5 and 6. 5. Stockholder proposal on whether to allow stockholders to act by written consent, if properly presented at the meeting 6. Stockholder proposal requesting a report on the risks associated with emerging public policies addressing the genderglobal median gender/racial pay gap, if properly presented 7. Stockholder proposal requesting an annual advisory vote on political contributions, if properly presentedat the meeting NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. B. Authorized Signatures–Signatures—This section must be completed for your vote to be counted.–—Date and Sign Below Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice, and Proxy Statement and Annual Report are available at www.proxyvote.com. D02106-P35008-Z76485 Proxy – Intel Corporation Notice of 20192020 Annual Stockholders’ Meeting May 16, 2019,14, 2020, 8:30 a.m. Pacific Time Via the Internet at intel.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/intel20 Proxy Solicited by Board of Directors for Annual Meeting - May 16, 2019 Andy D. Bryant,14, 2020 Omar Ishrak, Robert (“Bob”) H. Swan, Susie Giordano, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Stockholders’ Meeting of Intel Corporation to be held on May 16, 201914, 2020 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will vote FOR all the nominees listed on Proposal 1, FOR Proposals 2 through 4, and AGAINST Proposals 5 through 7.and 6. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. (Proposals to be voted appear on reverse side.)