Sector: Information Technology
INTEL CORPORATION CORP · Meeting: May 13, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of 11 Directors
Dr. Barratt joined the board in November 2025, well within the 24-month exemption period, so the TSR underperformance trigger does not apply; he brings deep semiconductor and technology expertise relevant to Intel's business, and no overboarding, attendance, or independence concerns were identified.
Intel's 3-year price return of +54.8% is a strong positive, and the gap versus the ^GSPC — S&P 500 benchmark is only -10.0pp, well below the 65pp threshold required to trigger a vote against under the strong-positive TSR policy tier; Mr. Goetz holds one outside public board seat (Palo Alto Networks), well under the four-seat limit, and has no attendance or independence concerns.
The -10.0pp gap versus ^GSPC — S&P 500 over three years is far below the 65pp threshold for a strong-positive TSR company, so no TSR trigger fires; Dr. Goldsmith serves on one outside board (Crown Castle), has relevant engineering expertise, and no attendance or independence concerns were identified.
The TSR underperformance gap of -10.0pp versus ^GSPC — S&P 500 does not meet the 65pp trigger threshold; Ms. Henry holds one outside public board seat (Samsara), and no overboarding, attendance, or independence concerns were found.
Mr. Meurice joined the board in 2024, and the -10.0pp gap versus ^GSPC — S&P 500 is far below the 65pp strong-positive TSR trigger; he holds one outside board seat (IPG Photonics), serves as an audit committee financial expert, and no concerns were identified.
The -10.0pp gap versus ^GSPC — S&P 500 does not trigger the 65pp threshold for a strong-positive TSR company; Ms. Novick holds one outside public board seat (Crown Castle), brings relevant investor and governance expertise, and no attendance or independence concerns were identified.
Mr. Sanghi holds seats on two public company boards (Impinj and Microchip Technology, where he is active CEO) plus Intel, which technically implicates the sitting-CEO two-outside-board limit; however, the board formally waived this limit citing his concentrated semiconductor expertise and demonstrated strong attendance, and the TSR gap of -10.0pp is well below the 65pp threshold — on balance, the waiver is documented and disclosed, so FOR is appropriate while noting the flag.
The -10.0pp gap versus ^GSPC — S&P 500 is far below the 65pp trigger for a strong-positive TSR company; Mr. Smith holds one outside public board seat (American Airlines), serves as an audit committee financial expert, and no attendance or independence concerns were identified.
Mr. Smith joined the board in 2024, the -10.0pp gap versus ^GSPC — S&P 500 does not reach the 65pp threshold, and the board determined his Executive Chair role at Kioxia is a part-time oversight position rather than a CEO-equivalent executive role; he brings extensive Intel financial and semiconductor expertise and no independence concerns were found.
As CEO-director, Mr. Tan is subject to the same TSR trigger as other directors, but the -10.0pp gap versus ^GSPC — S&P 500 is far below the 65pp strong-positive threshold; he holds one outside public board seat (Schneider Electric) and brings deep semiconductor and software leadership experience directly relevant to Intel's turnaround.
The -10.0pp gap versus ^GSPC — S&P 500 does not trigger the 65pp threshold; Mr. Weisler holds three outside public board seats (Thermo Fisher Scientific, BHP Group, Qantas Airways), which is exactly at the non-executive director limit of four total boards including Intel, and no independence or attendance concerns were found.
All 11 director nominees receive a FOR vote. Intel's 3-year price return of +54.8% is a strong positive, and the -10.0pp gap versus the ^GSPC — S&P 500 benchmark is far below the 65pp threshold required to trigger votes against any director. Newer directors (Barratt, Meurice, Sanghi, S. Smith) are either within the 24-month exemption or joined recently enough that their tenure is a mitigating factor. A formal board waiver of the sitting-CEO overboarding limit for Steve Sanghi is disclosed and documented. No attendance, independence, or qualification concerns were identified across the slate.
CEO
Lip-Bu Tan
Total Comp
$92,990,900
Prior Support
72%%
The 2025 say-on-pay vote received 72% support, below the 75% threshold that would require visible program changes for a FOR vote — however, the committee demonstrably engaged with stockholders and made refinements for 2026 (strengthening pay-for-performance linkage and updating metrics), satisfying the policy requirement that changes be made in response to a below-threshold vote. The reported CEO total compensation of approximately $93 million is very large, but the majority consists of one-time new-hire equity awards (performance stock options and performance stock units tied to demanding relative and absolute stock price targets) that were disclosed in the prior proxy and received favorable stockholder feedback; nearly 99% of Mr. Tan's 2025 pay is at-risk and performance-linked, the pay mix comfortably exceeds the 50-60% variable-pay standard, and annual incentive payouts for the broader executive team (118-120% of target) reflected genuine above-target operational results including revenue and operating expense achievement. On balance, the pay structure is heavily performance-contingent, the committee responded to the prior-year vote with documented changes, and no fixed-pay-dominance or disguised-fixed-pay concerns apply, supporting a FOR vote.
Auditor
Ernst & Young LLP
Tenure
58 yrs
Audit Fees
$27,042,700
Non-Audit Fees
$457,000
EY has audited Intel since 1968, a tenure of approximately 58 years, which far exceeds the 25-year threshold that triggers a vote against under our policy. Although the audit committee provides a detailed rationale for retaining EY — citing deep institutional knowledge, global coverage, partner rotation, competitive fees, and the high cost of switching — the policy requires a confirmed vote against when tenure reaches or exceeds 25 years unless a specific and compelling rationale is provided; the committee's rationale is thorough but reflects the same efficiency and familiarity arguments that long-tenure relationships always produce, and does not overcome the structural independence concern. Non-audit fees of $457,000 (tax fees of $324,200, audit-related fees of $112,800, and other fees of $20,000) represent approximately 1.7% of audit fees of $27,042,700, well below the 50% threshold, so the fee ratio is not a concern — the tenure trigger alone drives the against vote.
3 proposals submitted by shareholders
Proposal 6
The Heritage Foundation is a well-known conservative advocacy organization, and this proposal is co-branded with 1792 Exchange, another conservative corporate-accountability group — this filer combination falls squarely in the ideological-conservative category under our policy, which requires a vote against regardless of how the proposal is framed. Under the symmetry rule, ideological motivation from either direction disqualifies a proposal because the underlying goal is political or advocacy-driven rather than a neutral fiduciary concern, and a neutral institutional investor would not need to reference a conservative watchdog database (1792 Exchange) to make the case for risk disclosure. Even evaluating the proposal on its merits, Intel already discloses geographic revenue (24% China), supply chain risks, export control compliance, and geopolitical risks in its annual 10-K filings and Corporate Responsibility Report, making an additional bespoke report of limited incremental value to shareholders.
Proposal 7
While the filer is listed as an individual, the proposal's framing — centering on Israel and the Occupied Palestinian Territory alongside standard supply-chain conflict-mineral concerns, and invoking OECD and UN human rights frameworks as a mechanism to pressure Intel's operations in specific geopolitical contexts — reflects progressive advocacy motivation rather than a neutral fiduciary disclosure request; a neutral institutional investor focused on financial risk would not single out Israel/OPT as a named priority conflict area in a semiconductor company's human rights review. Under our symmetry rule, proposals that only make sense as political or social advocacy are voted against regardless of direction. Even on the merits, Intel already conducts regular third-party Human Rights Impact Assessments since 2016, publishes a Salient Risk Matrix, and has board-level committee oversight of human rights through both the Audit Committee and Governance Committee, making an independent duplicative review of limited additional value to shareholders.
Proposal 8
John Chevedden is a well-regarded individual governance activist whose proposals deserve serious evaluation on the merits. However, Intel already operates with a separated, independent board chair — Frank Yeary (independent) has served as chair for over a decade, and upon his retirement at this meeting, independent director Craig Barratt will assume the chair role — meaning the substantive governance improvement sought by this proposal is already in place. The specific ask is for an 'enduring' policy that would permanently lock in the separation and prevent any future board flexibility, but this rigidity could harm shareholders in genuine transition situations (as Intel itself experienced in late 2024 when Yeary briefly served as Interim Executive Chair during a CEO search to ensure continuity of oversight). Intel's existing Corporate Governance Guidelines already establish a general policy of separation with a Lead Independent Director backstop when needed, which is a responsive and functional structure; requiring a permanent inflexible policy adds no additional shareholder protection beyond what already exists.
The 2026 Intel annual meeting ballot presents 8 proposals across director elections, auditor ratification, say-on-pay, equity plan amendments, and three stockholder proposals. All 11 director nominees receive FOR votes as Intel's strong positive 3-year return creates a high TSR bar that the -10.0pp gap versus the ^GSPC — S&P 500 does not come close to breaching; the say-on-pay vote also receives FOR given a heavily performance-linked compensation structure and documented committee response to the prior year's below-75% vote result; however, Ernst & Young's 58-year auditor tenure far exceeds the 25-year policy threshold and drives an AGAINST vote on auditor ratification, and all three stockholder proposals are voted against — two due to ideological filer identity (Heritage Foundation and Nicholas Collins's OPT-focused proposal) and one because Intel already substantively complies with the independent chair separation sought by John Chevedden.
1 companies disclosed in 2026 proxy filing
