May 2019 We design and manufacture essential products and - PowerPoint PPT Presentation

May 2019

We design and manufacture essential products and technologies that offer computing, networking, data storage, and communications solutions to a broad set of customers spanning multiple industries. Business Units Make the world’s best semiconductors Data-Centric • Long-term growth engine • Well positioned to capitalize on industry trends and growing total addressable market Lead the AI & autonomous revolution • Key Groups: Data Center Group, Non- $33.8B Volatile Memory Solutions Group, Internet of 2018 Things Group, Programmable Solutions Revenue Our Group, Mobileye Relentless focus on operational excellence & efficiency Strategy PC-Centric • Significant source of profitability and cash flow Be the leading end-to-end platform • Provides intellectual property and scale provider for the new data world $37.0B • Key Group: Client Computing Group 2018 Revenue Continue to hire, develop, and retain the best, most diverse, and inclusive talent 2 PROXY STATEMENT SUPPLEMENT 2019

Our ongoing transformation to grow beyond our traditional PC and server businesses to serve the demands of data-rich markets has delivered the most profitable year in Intel’s history. Revenue Operating Income Diluted EPS GAAP ($B) Non-GAAP ($B) GAAP Non-GAAP PC-Centric ($B) Data-Centric ($B) $24.5 $23.3 $4.58 $4.48 $19.7 $33.8 $18.1 $16.7 $3.46 $28.8 $26.5 $13.1 $2.72 $2.12 $1.99 $37.0 $34.0 $32.9 2016 2017 2018 2016 2017 2018 2016 2017 2018 Our ongoing large-scale transformation into a data-centric company has positioned us to compete and win share in an expanded total addressable market See “Non-GAAP Financial Measures” in Appendix 3 PROXY STATEMENT SUPPLEMENT 2019

The Board is confident that our management team is the right group to position the company for continued strong, sustainable growth through one of our most significant transformations in corporate history. Robert (Bob) H. Swan George S. Davis Venkata Renduchintala Navin Shenoy Steven R. Rodgers Chief Executive Officer Executive Vice President and Chief Group President, Technology, Executive Vice President and Executive Vice President and Financial Officer Systems Architecture & Client Group, General Manager of the Data General Counsel and Chief Engineering Officer Center Group • Joined Intel in 2016 • Joined Intel in 2019 • Joined Intel in 2015 • Joined Intel in 1995 • Joined Intel in 2004 • Promoted to CEO in 2019 • Leads Intel’s global finance • Spent a substantial part of his • Leads the worldwide • Leads Intel’s worldwide legal organization and oversees the career in the SoC, mobile, and organization that develops Intel’s team, government, markets and • Proven leader with strong track Company’s information IoT areas data-centric businesses trade team and oversees China record of success both within technology organization and outside Intel • Former Executive Vice • Former General Manager of • Former litigation partner at • Former CFO and Executive Vice President at Qualcomm Intel’s Client Computing Group Brown & Bain • Former Operating Partner at President of Qualcomm Technologies General Atlantic LLC Incorporated To support successful leadership transitions in 2018 and 2019, the Compensation Committee designed compensation plans that inspire executives to deliver on the full potential of our ongoing transformation 4 PROXY STATEMENT SUPPLEMENT 2019

The Compensation Committee designs our compensation programs to pay out according to rigorous performance metrics aimed at supporting business goals and promoting short- and long-term profitable growth. Incentive Cash Plan Base Salary Incentivize achievement of results that drive stockholder value Attract and retain the best talent in the industry; Maintain 7% 13% creation through alignment of financial and operational goals competitive pay to allow our executives to maximize attention and optimize time in pursuit of building stockholder value Performance Period: One year • Metrics: • 25% Absolute Adjusted Net Income Growth o 16% 25% Relative Adjusted Net Income Growth 93% o 50% Business Unit-Specific Operational Goals o Outperformance Restricted Stock Units (OSUs) at risk pay Restricted Stock Units (RSUs) Drive a focus on delivering superior stockholder return; Create long-term alignment with stockholders Facilitate stock ownership and encourage retention of executive talent in a highly competitive market Performance period: Three years • Vesting period: Three years • Metric: TSR relative to the S&P 500 IT Index • 64% In response to stockholder feedback, the Committee has added a three-year earnings per share metric to performance-based RSUs for 2019, and updated certain retirement provisions 5 PROXY STATEMENT SUPPLEMENT 2019

Awards are forfeited in their entirety below 30% stock price growth, 2019 awards to Mr. Swan promote long-term value creation and stockholder and maximum payouts require 100% stock price growth alignment through our ongoing transformation Strategic Growth Incentive Awards $442 B Strategic growth performance-based option award • Maximum Exercisable only if Intel’s stock trades at 30% or more above the closing • price on grant date for 30 consecutive trading days Represents a $60 billion increase in market capitalization $110B market Strategic growth performance stock units (SGPSUs) • cap Threshold vesting only if Intel’s stock trades at 30% or more above the • Market Cap B’s closing price on grant date for 30 consecutive trading days Represents a $60 billion increase in market capitalization $331 B Target vesting only if Intel’s stock trades at 50% or more above the closing $44B Target • price on grant date for 30 consecutive trading days market cap Represents a $100 billion increase in market capitalization $287 B Threshold Maximum vesting only if Intel’s stock trades at 100% or more above the • $66B closing price on grant date for 30 consecutive trading days market Represents a $200 billion increase in market capitalization cap No more than 50% of SGPSUs may vest earlier than the third anniversary; • $221 B additional earned awards are held until the fifth anniversary and subject to Intial (AT GRANT) cap and potential forfeiture if threshold performance is not maintained $40 $50 $60 $70 $80 $90 $100 Cash Incentive-Related PSUs Stock Price Intel'shistorical high Intel'sall time high Awards vest on second and third anniversary of grant, tied to average Annual • between 2001-2018 Incentive Cash Plan performance; forfeited if average multiplier below 50% These incentives hold our CEO accountable for long-term growth, putting 98% of total 2019 pay at risk and 93% delivered in stockholder-aligned equity 6 PROXY STATEMENT SUPPLEMENT 2019

We engage proactively with our stockholders, and, in consultation with our Board, seek to adopt and apply developing practices in a manner that best supports our business and our culture. Winter Summer Fall Spring Review Annual Meeting results Conduct investor engagement Incorporate investor feedback Conduct Annual Meeting- and determine next steps and report feedback to Board into decision-making related investor engagement What We Heard From Investors How We Responded Current structure (executive chairman and Determined to maintain current structure Board Leadership • independent lead director) works well Extended Mr. Bryant’s term to provide leadership continuity during CEO transition Structure • Would like to see more disclosure around board Separately broke out gender and ethnic diversity of our board members in our 2019 • Board Diversity diversity proxy statement Environmental, View our ESG disclosure as best-in-class, but we Enhanced integration of ESG disclosure into our Form 10-K and proxy statement • Social, And should consider enhancements in key focus areas for Continued working on aligning human capital and climate risk disclosures with external • 2019: human capital and climate change risk frameworks Governance (ESG) Matters Would like to see a long-term financial performance Added three-year EPS as a performance metric (along with total stockholder return (TSR)) Executive • metric in our compensation program for performance-based RSUs Compensation Prefer a less frequent stockholder approval cycle for Determined to submit equity plans to a stockholder vote triennially instead of biennially • Equity Plans our plans starting after this year Stockholder Special Current ownership threshold for calling a special Proactively lowered threshold from 25% to 15% • Meetings meeting may be too high in light of recent trends 7 PROXY STATEMENT SUPPLEMENT 2019