8-KShareholder Matters

INTEL CORP 8-K Report, Shareholder Vote Results (May 20, 2020)

Filed May 20, 2020For Securities:INTC

Summary

Intel Corporation filed an 8-K report detailing the results of its Annual Stockholders' Meeting held on May 14, 2020. The meeting saw the election of all nine nominated directors, with overwhelming support for each nominee. Additionally, shareholders ratified the appointment of Ernst & Young LLP as Intel's independent registered public accounting firm for 2020. However, the meeting also revealed shareholder dissent regarding executive compensation, as the advisory vote to approve the compensation of listed officers did not pass. Stockholders also voted against two separate proposals: one concerning the ability for shareholders to act by written consent, and another requesting a report on the global median gender and racial pay gap. The amendment and restatement of the 2006 Employee Stock Purchase Plan was approved.

Key Highlights

  • 1All nine nominated directors were successfully elected to the Board.
  • 2Ernst & Young LLP was ratified as Intel's independent auditor for 2020.
  • 3A significant portion of shareholders (approximately 50%) voted against the advisory proposal on executive compensation.
  • 4The proposal to allow stockholders to act by written consent was not approved.
  • 5The stockholder proposal requesting a report on the global median gender/racial pay gap was overwhelmingly rejected.
  • 6The amendment and restatement of the 2006 Employee Stock Purchase Plan received strong shareholder approval.

Frequently Asked Questions

The advisory vote to approve Intel's executive compensation of its listed officers did not pass. While 1,363,211,328 votes were cast in favor, 1,250,011,338 votes were cast against, with a substantial number of abstentions and broker non-votes, indicating shareholder concern or dissatisfaction with the compensation packages.

No, the election of directors was not contentious. All nine nominees recommended by the Board received a vast majority of 'For' votes, significantly outweighing 'Against' and 'Abstain' votes. For example, the nominee with the fewest 'For' votes, Andrew Wilson, still garnered over 2.6 billion 'For' votes.

The rejection of the proposal allowing stockholders to act by written consent means that shareholders cannot unilaterally take action or propose changes outside of the established annual meeting process. This maintains the current corporate governance structure where significant decisions are typically made during formal meetings.

The proposal requesting a report on the global median gender and racial pay gap was overwhelmingly rejected, with over 2.47 billion votes against it compared to 245 million in favor. While the exact reasons are not detailed in the filing, this outcome suggests that the majority of shareholders either did not see the need for such a report, disagreed with its premise, or were satisfied with Intel's current diversity and pay practices and reporting.