Intel (INTC) investors approve board, pay plans and reject China, human rights, chair-CEO split proposals

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Intel Corporation reported the results of its annual stockholder meeting held on May 13, 2026. A total of 3,972,192,463 shares were present or represented by proxy, representing 79.11% of the 5,021,010,228 shares outstanding as of March 16, 2026.

All 11 director nominees were elected, each receiving a substantial majority of votes cast. Stockholders approved the ratification of the independent registered public accounting firm, the advisory vote on executive compensation, and amendments and restatements to both the 2006 Equity Incentive Plan and the 2006 Employee Stock Purchase Plan.

Three stockholder proposals did not pass: a request for a report on risk of China exposure, a report on Intel's human rights due diligence process, and an enduring policy to separate the chair and CEO roles. Each of these proposals received significantly more votes against than for, with sizable broker non-votes recorded.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 3,972,192,463 shares Shares outstanding: 5,021,010,228 shares Meeting participation: 79.11% +5 more

8 metrics

Shares represented 3,972,192,463 shares Present or by proxy at 2026 annual meeting

Shares outstanding 5,021,010,228 shares Outstanding as of March 16, 2026 record date

Meeting participation 79.11% Percentage of outstanding shares represented at meeting

Say-on-pay support 2,795,303,255 for Advisory vote on executive compensation

Equity plan approval 2,714,655,443 for Amendment and restatement of 2006 Equity Incentive Plan

ESPP approval 3,207,970,018 for Amendment and restatement of 2006 Employee Stock Purchase Plan

China risk proposal votes 94,365,321 for; 3,106,060,118 against Stockholder proposal on report of China exposure risk

Chair/CEO split proposal votes 379,682,774 for; 2,836,389,824 against Stockholder proposal on separating chair and CEO roles

Key Terms

Broker Non-Votes, Advisory Vote on Executive Compensation (Say-On-Pay), Equity Incentive Plan, Employee Stock Purchase Plan (ESPP), +2 more

6 terms

Broker Non-Votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Advisory Vote on Executive Compensation (Say-On-Pay) financial

"Proposal 3. Advisory Vote on Executive Compensation (Say-On-Pay): Approved"

Equity Incentive Plan financial

"Proposal 4. Approval of Amendment and Restatement of the 2006 Equity Incentive Plan: Approved"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Employee Stock Purchase Plan (ESPP) financial

"Proposal 5. Approval of Amendment and Restatement of the 2006 Employee Stock Purchase Plan (ESPP): Approved"

stockholder proposal financial

"Proposal 6. Stockholder Proposal Requesting a Report on Risk of China Exposure: Not Approved"

Submission of Matters to a Vote of Security Holders regulatory

"Item 5.07 Submission of Matters to a Vote of Security Holders."

Understanding 8-K Material Events →

05/15/2026 - 04:13 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2026

INTEL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	000-06217	94-1672743
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2200 Mission College Boulevard, Santa Clara, California		95054-1549
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (408) 765-8080

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	INTC	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders (the "Annual Meeting") of Intel Corporation (the "Company") held on May 13, 2026, a total of 3,972,192,463 shares of the Company's common stock were present or represented by proxy, representing 79.11% of the 5,021,010,228 shares outstanding as of the close of business on March 16, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting.

The following are the voting results on the eight proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's Proxy Statement filed with the U.S. Securities and Exchange Commission on March 23, 2026.

Proposal 1. Election of 11 Directors: All Directors Elected


Nominee	For	Against	Abstain	Broker Non-Votes
Craig H. Barratt	3,174,343,815	47,929,020	7,879,030	742,040,598
James J. Goetz	3,099,546,795	125,047,793	5,557,277	742,040,598
Andrea J. Goldsmith	3,155,914,739	66,812,474	7,424,652	742,040,598
Alyssa H. Henry	3,151,637,180	70,988,407	7,526,278	742,040,598
Eric Meurice	3,198,026,347	26,566,114	5,559,404	742,040,598
Barbara G. Novick	3,029,236,683	181,880,710	19,034,472	742,040,598
Steve Sanghi	2,942,782,855	281,740,022	5,628,988	742,040,598
Gregory D. Smith	3,195,784,361	28,679,214	5,688,290	742,040,598
Stacy J. Smith	3,025,294,778	199,926,538	4,930,549	742,040,598
Lip-Bu Tan	3,202,606,177	22,599,038	4,946,650	742,040,598
Dion J. Weisler	3,069,817,284	154,749,954	5,584,627	742,040,598

Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm: Approved


For	Against	Abstain	Broker Non-Votes
3,722,971,442	238,233,670	10,987,351	—

Proposal 3. Advisory Vote on Executive Compensation (Say-On-Pay): Approved


For	Against	Abstain	Broker Non-Votes
2,795,303,255	422,008,632	12,839,978	742,040,598

Proposal 4. Approval of Amendment and Restatement of the 2006 Equity Incentive Plan: Approved


For	Against	Abstain	Broker Non-Votes
2,714,655,443	506,524,939	8,971,483	742,040,598

Proposal 5. Approval of Amendment and Restatement of the 2006 Employee Stock Purchase Plan (ESPP): Approved


For	Against	Abstain	Broker Non-Votes
3,207,970,018	15,489,418	6,692,429	742,040,598

Proposal 6. Stockholder Proposal Requesting a Report on Risk of China Exposure: Not Approved


For	Against	Abstain	Broker Non-Votes
94,365,321	3,106,060,118	29,726,426	742,040,598

Proposal 7. Stockholder Proposal Requesting a Report on Intel's Human Rights Due Diligence Process: Not Approved


For	Against	Abstain	Broker Non-Votes
318,934,961	2,883,597,209	27,619,695	742,040,598

Proposal 8. Stockholder Proposal Requesting an Enduring Policy Separating the Chair and CEO Roles: Not Approved


For	Against	Abstain	Broker Non-Votes
379,682,774	2,836,389,824	14,079,267	742,040,598

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTEL CORPORATION

(Registrant)

Date:

May 15, 2026

By:

/s/ David Zinsner

David Zinsner

Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What was the shareholder turnout at Intel (INTC)'s 2026 annual meeting?

Shareholder turnout was high, with 3,972,192,463 shares represented, or 79.11% of Intel’s 5,021,010,228 shares outstanding as of March 16, 2026. This indicates strong participation in voting on directors, compensation, plans, and stockholder proposals.

Which proposals were approved at Intel (INTC)'s 2026 annual stockholder meeting?

Stockholders approved all 11 director nominees, the ratification of the independent auditor, the advisory say-on-pay vote, and amendments and restatements to Intel’s 2006 Equity Incentive Plan and 2006 Employee Stock Purchase Plan, each receiving strong majority support based on votes cast.

How did Intel (INTC) shareholders vote on executive compensation in 2026?

Intel shareholders approved the advisory vote on executive compensation, with 2,795,303,255 votes for, 422,008,632 against, and 12,839,978 abstentions. There were 742,040,598 broker non-votes, indicating overall support for the company’s pay practices in this non-binding say-on-pay vote.

What happened to the Intel (INTC) stockholder proposal on China exposure risk?

The stockholder proposal requesting a report on risk of China exposure was not approved. It received 94,365,321 votes for, 3,106,060,118 against, and 29,726,426 abstentions, along with 742,040,598 broker non-votes, showing clear stockholder opposition to this specific reporting request.

Did Intel (INTC) shareholders approve the human rights due diligence proposal in 2026?

No. The proposal requesting a report on Intel’s human rights due diligence process was not approved. It received 318,934,961 votes for, 2,883,597,209 against, and 27,619,695 abstentions, plus 742,040,598 broker non-votes, indicating that a majority opposed the additional reporting requirement.

Was the proposal to separate Intel (INTC)'s chair and CEO roles approved?

The stockholder proposal requesting an enduring policy separating the chair and CEO roles was not approved. It received 379,682,774 votes for, 2,836,389,824 against, and 14,079,267 abstentions, with 742,040,598 broker non-votes, so the combined leadership structure remains unchanged.

How did Intel (INTC) shareholders vote on the 2006 Equity Incentive Plan changes?

Shareholders approved the amendment and restatement of Intel’s 2006 Equity Incentive Plan. The proposal received 2,714,655,443 votes for, 506,524,939 against, and 8,971,483 abstentions, plus 742,040,598 broker non-votes, confirming continued support for equity-based compensation programs.

Filing Exhibits & Attachments

3 documents