Intel-Proxy Statement-160-Trang-3

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Non-Qualified Deferred Compensation for Fiscal Year 2022

The following table shows the non-qualified deferred compensation activity for each NEO during fiscal year 2022.
Aggregate
Executive Intel Earnings Aggregate
Contributions Contributions (Losses) in Balance
in Last Fiscal in Last Fiscal Last at Last Fiscal
1 2 3 4
Year Year Fiscal Year Year-End
Name ($) ($) ($) ($)
Patrick P. Gelsinger 700,100 294,700 (97,700) 665,600
Michelle Johnston Holthaus 76,400 76,400 (50,500) 523,900
Sandra L. Rivera 1,595,300 114,600 (1,893,300) 7,314,900
David A. Zinsner 4,100 4,100 — 4,100
5
Christoph Schell — — — —
5
George S. Davis — — — —
1
Amounts included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for 2022.
2
These amounts, which accrued during fiscal year 2022 and were credited to the participants’ accounts in 2023, are included in the Summary
Compensation Table in the “All Other Compensation” column for 2022.
3
These amounts are not included in the Summary Compensation Table because plan earnings were not preferential or above market.
4
These amounts are as of December 31, 2022 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 2022 but were credited to the participants' accounts in 2023. The following amounts are included in
the fiscal year-end balance and previously were reported as compensation to the NEOs in the Summary Compensation Table for 2019 through 2022
(except for Mr. Gelsinger and Ms. Rivera who were not NEOs prior to 2021; Ms. Johnston Holthaus who was not a NEO prior to 2022; Messrs. Zinsner
and Schell who joined Intel in 2022): Mr. Gelsinger $31,300 and Mrs. Rivera $1,322,800.
5
Messrs. Schell and Davis did not elect to defer into the plan in 2022.
Intel will distribute the balances reported in the Non-Qualified Deferred Compensation table (plus any future contributions or
earnings) to the NEOs in the manner that the officers have chosen under the plan’s terms. Some balances reported in the
table above include the offset amount that the employee would receive under the tax-qualified pension plan arrangement; the
actual amount distributed under this plan will be reduced by the benefit under the pension plan arrangement. See the Pension
Benefits table on page 108 for these amounts.
The following table summarizes the total contributions made by the participant and Intel, including gains, losses, and
distributions attributable to such contributions, that were previously reported (or that would have been reported had the
participant been a NEO for all years) in the Summary Compensation Table over the life of the plan. The amounts in the table
are as of December 31, 2022 and do not take into account any amounts that were accrued during fiscal year 2022 but were
credited to the participants’ accounts in 2023.
Aggregate Executive Aggregate Intel Contributions
Deferrals over Life of Plan over Life of Plan
Name ($) ($)
Patrick P. Gelsinger 637,900 27,700
Michelle Johnston Holthaus 84,700 439,200
Sandra L. Rivera 6,795,000 519,900
David A. Zinsner 4,100 —
Christoph Schell — —
George S. Davis — —
Intel’s non-qualified deferred compensation plan allows certain highly compensated employees, including NEOs, 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. Beginning in 2020, Intel began making matching contributions on employee deferrals into the plan. Matching
contributions are 100% vested. All NEOs who made deferral contributions received matching contributions. Messrs. Schell
and Davis did not elect to defer into the plan, so they did not receive matching contributions. For 2019 and earlier, Intel made
company contributions to the employee’s account representing 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
annual compensation limit. These company contributions are subject to the six-year graded vesting provisions in the
retirement contribution plan. In addition, these contributions vest upon death, disability, or reaching age 60. Mr. Gelsinger and
Mses. Johnston Holthaus and Rivera are fully vested in the value of company contributions, as they have each completed
more than six years of service or reached the age of 60. Messrs. Zinsner, Schell, and Davis were not eligible for company
contributions, as they joined Intel in January 2022, March 2022, and April 2019, respectively.
2023 PROXY STATEMENT 109

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Employment Contracts and Change in

Control Arrangements
All of Intel’s NEOs are employed at will, and we do not maintain any payment arrangements that would be triggered by a
“change in control” of Intel. Messrs. Gelsinger, Zinsner, and Schell have offer letters, and Mr. Gelsinger has time-limited
severance benefits in the event of a termination of employment without cause by Intel or a resignation by Mr. Gelsinger for
good reason. See “Compensation Discussion and Analysis; Other Aspects of Our Executive Compensation Programs; Post-
Employment Compensation Arrangements” on page 96 for the details of these arrangements with Mr. Gelsinger. Mr. Davis
also had an offer letter and time-limited severance benefits in the event of a termination of employment without cause by
Intel or his resignation for good reason.
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 NEOs that are triggered by a change in control.
The table below reports the value of payments and benefits available to each of the NEOs upon the following specified
events: voluntary separation or retirement, involuntary termination, or death or disability, assuming that the triggering events
occurred on December 31, 2022, based on the price per share of Intel common stock on the last trading day of the fiscal year
($26.43 on December 30, 2022), except for Mr. Davis, for whom the table reports what he received in connection with his
retirement from the company on May 6, 2022. Mr. Gelsinger is eligible for a severance payment pursuant to his offer letter in
the event of an involuntary termination of employment (termination without cause by Intel or for good reason by the
executive). Amounts actually received if any of the NEOs cease to be employed will vary based on factors such as the timing
during the year of any such event, the company’s stock price, the NEO’s age, performance under the terms of applicable
performance-based awards, and any changes to our benefit arrangements and policies.
Amounts shown do not include (i) benefits earned during the term of the NEO’s employment that are available to all benefit-
eligible salaried employees, (ii) the value of vested equity awards that the NEO is entitled to regardless of whether
employment is terminated, and (iii) the value of vested deferred compensation and retirement benefits that are also reported
in the tables above.
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Voluntary
Separation or Involuntary
Retirement Termination Death or Disability
1
Name Payment/Benefit ($) ($) ($)
Patrick P. Gelsinger Valuation of RSUs Vesting Acceleration — 6,369,400 7,981,800
Valuation of PSUs/OSUs Vesting Acceleration — — 18,351,200
Other — 7,031,300 —
Total — 13,400,700 26,333,000
Michelle Johnston 2
Valuation of RSUs Vesting Acceleration 1,147,600 1,147,600 6,359,300
Holthaus Valuation of PSUs/OSUs Vesting Acceleration 3,730,800 3,730,800 9,332,200
Other — — —
Total 4,878,400 4,878,400 15,691,500
Sandra L. Rivera 2 Valuation of RSUs Vesting Acceleration 1,092,600 1,092,600 2,213,300
Valuation of PSUs/OSUs Vesting Acceleration 3,156,300 3,156,300 8,415,100
Other — — —
Total 4,248,900 4,248,900 10,628,400
David A. Zinsner Valuation of RSUs Vesting Acceleration — — 7,546,300
Other — — —
Total — — 12,108,500
Christoph Schell Valuation of RSUs Vesting Acceleration — — 1,917,900
Other — — —
Total — — 4,475,100
George S. Davis 3
Valuation of RSUs Vesting Acceleration — — —
Valuation of PSUs/OSUs Vesting Acceleration — — —
Other — — —
Total — — —
1
For the valuation of the PSUs granted in 2020 that vested on January 31, 2023, the actual payout amounts were zero. The other
outstanding PSUs 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.
2
Mses. Johnston Holthaus and Rivera are retirement eligible under the Rule of 75 under our equity program. This means they will receive
certain accelerated vesting of their equity awards in the event of their respective voluntary retirement or an involuntary termination.
3
Mr. Davis retired from Intel on May 6, 2022 and did not have any accelerated equity awards or other payments.
Equity Award Termination 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 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 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 non-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. Any vested PSUs are settled into shares of Intel stock based on actual performance results after the end of the
performance period.
▪ 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 and RSUs become 100% vested.

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Additional Compensation Matters

CEO 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 2022 annual total compensation of our CEO Mr. Gelsinger is $11,614,700, the
2022 annual total compensation of our median compensated employee is $96,400, and the ratio of these amounts is 120 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 and types of workforces, may operate in
different countries, and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own
pay ratios. We are a global company with more than 55% of our employees located outside the US and significant
manufacturing operations. As a result, our employee population is different than that of other companies.
As permitted under the SEC rules, we are using the same median employee identified for purposes of last year’s CEO pay
ratio, as we believe the changes to our employee population and compensation have not significantly impacted our ratio. Our
median employee works in Malaysia as a full-time program manager, which is a non-technology position. For purposes of
identifying our median compensated employee as of our measuring date of December 25, 2021 (the last day of our fiscal year
for 2021), 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 December 25, 2021, the annual incentive cash target
amount or commission target amount payable for service in 2021, and the approved value of the annual equity awards granted
during 2021, which we annualized for all permanent employees who did not work for the entire year. To identify our median
compensated employee last year, we then calculated the total direct compensation for our global employee population and
used the foreign currency exchange rates in effect at the end of the fiscal year 2021.
As of 2022 fiscal year-end, we had 131,900 worldwide employees, and approximately 79% of our US employees’ total direct
compensation exceeds our median employee’s total direct compensation.
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Pay Versus Performance

This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation
S-K under the Securities Exchange Act of 1934, as amended, and does not necessarily reflect the value of compensation
actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions. Amounts included as
“compensation actually paid” do not represent the value of cash compensation and equity awards actually received by the
NEOs, but rather is an amount calculated under SEC rules that includes, among other things, the year-over-year changes in
the “fair value” of unvested equity-based awards. For discussion of how the Compensation Committee seeks to align pay with
performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on
page 71.
The following table shows the information for the past three fiscal years of: (i) the Summary Compensation Table total
compensation (see page 99) for our principal executive officer (PEO) and, on an average basis, our Non-PEO NEOs, (ii) the
“compensation actually paid” to our PEO(s) and, on an average basis, our Non-PEO NEOs (in each case, as determined in
accordance with SEC rules), (iii) our total shareholder return, (iv) our peer group total shareholder return, (v) our net income,
and (vi) our revenue.
Pay for Performance Table

Value of Initial Fixed $100
6
Investment Based On:
Average
Summary Summary Compensation Summary Average Revenue
Compensation Compensation Compensation Actually Paid Compensation Compensation Peer Group Net (Non-
*
Table Total for Actually Paid to Table Total for to PEO Table Total for Actually Paid Total Total Income GAAP)
PEO Robert H. PEO Robert H. PEO Patrick P. Patrick P. Non-PEO to Non-PEO Shareholder Shareholder (in (in
1 2,3 2,4 2,5 7
Year Swan Swan Gelsinger Gelsinger NEOs NEOs Return Return billions) billions)
(a) (b) (c) (b) (c) (d) (e) (f) (g) (h) (i)
2022 N/A N/A $11,614,700 ($78,501,522) $12,812,380 $5,207,059 $48.06 $138.70 $8.0 $63.1
2021 $605,300 ($26,428,474) $178,590,400 $124,177,488 $10,538,800 $2,003,497 $89.75 $192.25 $19.9 $74.7
2020 $22,389,500 ($41,412,608) N/A N/A $10,896,140 ($10,755,073) $80.28 $142.28 $20.9 $72.9
* Refer to the reconciliation of these non-GAAP financial measures to the comparable GAAP financial measure in Appendix A beginning on
page A-1 of this proxy statement.
1
The following table shows the PEO(s) and Non-PEO NEOs for each of 2020, 2021, and 2022.
PEO Non-PEO NEOs

2022 Patrick P. Gelsinger Michelle Johnston Holthaus, Sandra L. Rivera, David Zinsner, Christoph Schell, and George S. Davis
2021 Robert H. Swan; Patrick P. Gelsinger† Sandra L. Rivera, Steven R. Rodgers, George S. Davis, Gregory M. Bryant, and Navin Shenoy
2020 Robert H. Swan George S. Davis, Navin Shenoy, Steven R. Rodgers, Gregory M. Bryant, and Venkata Renduchintala
† Mr. Swan ceased being Intel’s CEO effective as of February 15, 2021, and Mr. Gelsinger was appointed Intel’s CEO effective as of February 15, 2021.
2
The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with SEC rules. The dollar
amounts do not reflect the actual amounts of compensation paid to our executives during the applicable year. In accordance with SEC
rules, certain adjustments were made to the Summary Compensation Table total compensation to determine the amount of
“compensation actually paid,” including adding (i) the year-end value of equity awards granted during the reported year, and (ii) the change
in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were
forfeited, or through the end of the reported fiscal year. For purposes of calculating “compensation actually paid,” the fair value of equity
awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC
Topic 718) using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary
Compensation Table (see page 99 for additional information).
3
The following table shows the amounts deducted from and added to the Summary Compensation Table total compensation to calculate
“compensation actually paid” to Mr. Swan.

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Amounts Deducted from Amounts Added to Summary Compensation Table Total

Summary Compensation
Table Total Fair Value of Equity Awards
Value of
Year over Fair Value at Dividends or
Year over Year Change the End of the other
Year End Fair Year Change Fair Value as in Fair Value Prior Year Earnings Paid
Value of in Fair Value of Vesting of Equity of Equity on Stock or
Equity Awards of Date of Equity Awards Awards that Option
Granted in the Outstanding Awards Granted in Failed to Awards not
Year and and Unvested Granted and Prior Years Meet Vesting Otherwise Total Pension
Change in Unvested at Equity Vested in the that Vested in Conditions in Reflected in Fair Value of Service
Stock Awards Pension Value Year End Awards Year the Year the Year Fair Value Equity Awards Cost
Year ($) ($) ($) ($) ($) ($) ($) ($) ($) ($)
2022 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
2021 N/A N/A N/A (5,351,037) N/A 2,732,953 (24,415,690) N/A (27,033,774) N/A
2020 16,902,000 N/A 7,371,259 (54,481,065) 637,274 1,368,080 (1,795,656) N/A (46,900,108) N/A
4
The following table shows the amounts deducted from and added to the Summary Compensation Table total compensation to calculate
“compensation actually paid” to Mr. Gelsinger.
Amounts Added to Summary Compensation Table Total

Amounts Deducted from Summary
Compensation Table Total Fair Value of Equity Awards
Year over Fair Value at Value of
Year End Fair Fair Value as Year Change the End of the Dividends or
Value of Year over of Vesting in Fair Value Prior Year other Earnings
Equity Year Change Date of of Equity of Equity Paid on Stock
Awards in Fair Value Equity Awards Awards that or Option
Granted in the of Awards Granted in Failed to Awards not Pension
Change in Year and Outstanding Granted and Prior Years Meet Vesting Otherwise Total Service
Option Pension Unvested at and Unvested Vested in the that Vested Conditions in Reflected in Fair Value of Cost†
Stock Awards Awards Value Year End Equity Year in the Year the Year Fair Value Equity Awards
Year ($) ($) ($) ($) Awards ($) ($) ($) ($) ($) ($) ($)
2022 8,869,600 N/A 0 7,885,124 (87,671,490) 748,026 (2,208,281) N/A N/A (81,246,622) 0
2021 140,433,000 29,108,400 685,000 108,127,474 N/A 7,686,012 N/A N/A N/A 115,813,486 0
2020 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 0
† The pension plan benefit that the NEOs participate in was frozen effective in January 2020 so there is no ongoing service cost.
5
The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to
calculate the average “compensation actually paid” to our Non-PEO NEOs.
Amounts Deducted from Amounts Added to Summary Compensation Table Total

Summary Compensation
Table Total Fair Value of Equity Awards
Year over Fair Value at Value of
Year Change the End of the Dividends or
Year End Fair Fair Value as in Fair Value Prior Year other Earnings
Value of Year over Year of Vesting of Equity of Equity Paid on Stock
Equity Awards Change in Fair Date of Equity Awards Awards that or Option
Granted in the Value of Awards Granted in Failed to Awards not Pension
Year and Outstanding Granted and Prior Years Meet Vesting Otherwise Total Service
Change in Unvested at and Unvested Vested in the that Vested in Conditions in Reflected in Fair Value of Cost†
Stock Awards Pension Value Year End Equity Awards Year the Year the Year Fair Value Equity Awards
Year ($) ($) ($) ($) ($) ($) ($) ($) ($) ($)
2022 7,055,580 0 4,331,749 (2,721,753) 725,877 (391,525) (2,494,089) N/A (549,741) 0
2021 7,070,260 0 1,693,729 (871,346) 284,814 271,602 (2,843,842) N/A (1,465,043) 0
2020 7,873,160 13,800 2,676,204 (10,180,593) 277,715 1,004,004 (7,541,584) N/A (13,764,253) 0
† The pension plan benefit that the NEOs participate in was frozen effective in January 2020 so there is no ongoing service cost.
6
Pursuant to the SEC rules, company and Peer Group total shareholder return (TSR) is determined based on the value of an initial fixed
investment of $100 on December 31, 2019 through the end of the listed year. The Peer Group TSR set forth in this table utilizes the
S&P 500 IT Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K under the Securities
Exchange Act of 1934, as amended, and included in our Annual Report on Form 10-K for the year ended December 31, 2022.
7
Revenue (non-GAAP) is the financial measure that was determined to be the most important financial performance measure linking
“compensation actually paid” to our NEOs to company performance for 2022 and therefore was selected as the 2022 “Company-Selected
Measure” as defined in Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
2022 Performance Measures

In accordance with SEC rules, the following table lists the three financial performance measures that, in the company’s
assessment, represent the most important financial performance measures used to link “compensation actually paid” to our
NEOs to company performance for 2022, as further described in our Compensation Discussion and Analysis within the
sections titled “Annual Incentive Cash Compensation” (see page 83) and “2022 Annual PSU Awards” (see page 92).
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Three Most Important Performance Measures
Revenue (Non-GAAP)
Gross Margin Percentage (Non-GAAP)
Cash Flow from Operations (Non-GAAP)
Relationship Between “Compensation Actually Paid” and Performance

Measures
In accordance with SEC rules, the charts below illustrate how “compensation actually paid” (CAP) to our NEOs aligns with our
company’s financial performance as measured by our total shareholder return, our peer group total shareholder return, our
net income, and our revenue (non-GAAP).
Compensation Actually Paid vs. Intel TSR & S&P 500 IT Index TSR
Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)

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4
Approval of Amendment and Restatement
of the 2006 Equity Incentive Plan (EIP)
▪ Long-term equity compensation helps to attract, motivate, and retain talent
▪ The 2006 EIP and our equity compensation programs reflect leading corporate
governance practices
▪ Equity awards are broadly granted to eligible members of Intel’s workforce (e.g., ~98% of
Intel’s workforce received an equity award in 2022)
▪ Increase of the 2006 EIP share reserve necessary for appropriate implementation of
planned compensation actions for 2023
Recommendation of the Board

The Board recommends that you vote “FOR” approval of the
amendment and restatement of the 2006 EIP.
The Board is requesting that stockholders vote in favor of amending the 2006 Equity Incentive Plan (2006 EIP) to add
150 million shares to the share reserve. Since the 2006 EIP was first adopted in 2006, it has been our practice to present it to
stockholders for re-approval regularly and frequently to allow stockholders to review our use of equity compensation and to
vote upon the continued use of the 2006 EIP. If this Proposal is approved, the term of the 2006 EIP will extend to 2026; if not
approved, the share reserve under the 2006 EIP will not be increased and the 2006 EIP will terminate in 2025.
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 31, 2022, Intel had 131,900 employees, all of whom are eligible to receive awards under the 2006
EIP, and of which approximately 98% received an equity award in 2022. 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 or Performance Stock Units
(PSUs), and stock options.
Please note that the following summary of major features of the amended and restated 2006 EIP is qualified in its entirety by
reference to the actual text of the amended and restated 2006 EIP, which is included as Appendix C beginning on page C-1 to
this proxy statement.
Key Changes to the 2006 EIP

We are requesting that stockholders approve the amended and restated 2006 EIP, which includes approval of the following:
Addition of 150 million shares. The Board requests the addition of 150 million shares of our common stock to the 2006 EIP.
These 150 million shares represent approximately 3.6% of our outstanding shares of common stock as of December 31, 2022
(4,136,945,684 shares). We carefully manage share usage under our equity plans—over the last three fiscal years, our annual
gross burn rate has averaged 1.85%. In 2022 under our equity plans, we granted equity awards covering 104.2 million shares
(at target for performance awards). If approved, we expect this additional share request would allow us to maintain our
regular equity compensation program without interruption until June 2024.
Extension of the expiration date of the 2006 equity incentive plan to June 30, 2026. The 2006 EIP is currently
scheduled to expire on June 30, 2025, and we are requesting an extension of the expiration of the plan to June 30, 2026.
Although we extended the expiration of the plan from June 30, 2023 to June 30, 2025 in 2022, we are requesting an
additional one-year extension as this is consistent with our current annual renewal cycle, which gives our stockholders the
ability to evaluate and vote on the continuation of our plan on a frequent basis.
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Share Reservation
The following table summarizes the number of shares subject to outstanding awards and that would be authorized for
issuance as of December 31, 2022 under our equity plans, other than our 2006 Employee Stock Purchase Plan (ESPP), if this
Proposal is approved. In addition to the 2006 EIP, there are outstanding awards under our 2021 Inducement Plan and plans
we assumed in connection with acquisitions. As of December 31, 2022, the 2006 EIP and the ESPP are Intel’s only active
equity plans, and no future grants will be made under the 2021 Inducement Plan or plans assumed in connection with
acquisitions.
Share Reservation Under Our Equity Plans (Excluding ESPP)
Millions
1
Outstanding awards as of December 31, 2022 169.4
2
Outstanding Options/SARs 10.8
Outstanding RSUs and PSUs 158.6
3
Additional shares issuable if PSUs vest at maximum payout levels 12.0
4
Shares available for new grants as of December 31, 2022 under 2006 EIP 106.7
Total number of shares issuable as of December 31, 2022 288.1
(outstanding awards plus potential new grants)
5
Additional shares requested under this Proposal 150.0
Total shares authorized for issuance as of December 31, 2022 438.1
(if this Proposal is approved)
1
This number also assumes that PSUs outstanding as of December 31, 2022 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 achieving specified performance criteria. For more information on PSUs, see “Named Executive Officer
Compensation Matters; Executive Compensation Tables; Grants of Plan-Based Awards in Fiscal Year 2022” on page 103.
2
The weighted average exercise price is $47.15. The weighted average remaining term is 5.4 years.
3
This is the additional number of shares that would be issued if PSUs outstanding as of December 31, 2022 convert at 200% of their target
amounts upon vesting.
4
Assumes PSUs outstanding as of December 31, 2022 vest at maximum payout levels.
5
If this Proposal is approved, an estimated 256.7 million shares would be available for new grants 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 between
December 31, 2022 and the effective date of the 2006 EIP amendment and restatement.
Reasons to Vote for the Proposal

Long-term equity is a key component of our compensation programs. The Board believes that equity awards help to
attract, motivate, and retain talented employees, non-employee directors, and Consultants (as defined in the 2006 EIP).
Equity awards granted under the 2006 EIP align participant and stockholder interests. Equity awards, whose value
depends on our stock performance and which require continued service over time before any value can be realized, link
participant compensation to company performance, maintain a culture based on employee stock ownership, and retain
talented employees in a highly competitive labor market.
The 2006 EIP is the sole active plan for granting equity awards. If stockholders do not approve the increase in the share
reserve, the share reserve under the 2006 EIP will be too low to appropriately implement our 2023 and 2024 compensation
plans and we will lose access to an important compensation tool in the labor markets in which we compete.
Limitations on our ability to grant equity awards would have significant negative consequences to Intel and
stockholders. One alternative to using equity awards would be to significantly increase cash compensation. Any significant
increase in cash compensation in lieu of equity awards would reduce the cash otherwise available for operations and
investment in our business and would negatively impact our ability to attract, motivate, and retain employees, non-employee
directors, and Consultants, in addition to weakening the link between the incentives of our equity award recipients and our
stockholders.
We manage our equity compensation program thoughtfully. We manage our long-term stockholder dilution by limiting
the number of equity awards granted annually and limiting what we grant to what we believe is an appropriate amount of
equity necessary to attract, reward, and retain employees. We are also mindful of the ratio of our stock-based compensation
expense to our revenues over time.

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The 2006 EIP and our equity compensation programs are designed to reflect leading corporate
governance practices:
Feature/Practice Description
No Liberal Shares used to pay the exercise price or withholding taxes for an outstanding award, unissued
Share Recycling 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 Stock options and SARs may not be granted with exercise prices lower than the market value of
Options or SARs the underlying shares on the grant date.
No Repricing Without Other than in connection with a change in Intel’s capitalization, the purchase price of a stock
Stockholder Approval 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.
Clawback If the Compensation Committee determines that a participant committed an act of misconduct
specified in the 2006 EIP, the participant’s unvested RSUs (including PSUs) and restricted
stock will be canceled and none of the participant’s 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 the participant’s sales of Intel shares. See “Clawback Provision for
Executive Officers” on page 121.
Individual Limits The 2006 EIP limits the number of shares underlying awards that may be granted to a
on Awards participant in a calendar year. There are further limits on the number that may be granted to a
non-employee director.
Minimum Any PSU or performance-based restricted stock award must be based on performance over a
Performance Period period of one year or longer. Our PSUs have a performance period of at least three years, which
we believe promotes the creation of long-term value. Our senior-level employees receive at
least 50% of their equity compensation in PSUs (our CEO receives 80% in PSUs).
Frequent Re-approval This amendment and restatement would extend the plan term by one year, which supports our
philosophy of frequent stockholder review of the plan. This requires us to regularly and
frequently present the 2006 EIP to stockholders for re-approval and extension.
Independent The 2006 EIP is administered by the Compensation Committee, which is composed entirely of
Administration “independent directors” within the meaning of Nasdaq’s independence requirements and “non-
employee directors” as defined in Rule 16b-3 under the Exchange Act.
Background on Equity Compensation at Intel

Intel granted equity awards to approximately 98% of its employees in 2022 and has on average granted awards to more than
97% of employees in the past three years, a practice that is highly supported by our stockholders as it further aligns employee
and stockholder interests. 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 2022 under the 2006 EIP
Number of Shares Subject
to Awards Granted % of Total
Category (in millions) 2022 Grants
Non-employee Directors 0.06 0.1%
NEOs 1.47 1.4%
All Other Participating Employees 102.63 98.5%
Total 104.16 100.0%
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Except for our NEOs and other senior leaders, from 2015 through 2022, 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 and non-employee
directors receive RSUs. Our senior-level employees generally receive long-term incentive equity awards consisting of PSUs
and RSUs, with our senior-level employees generally receiving at least 50% of their equity awards in the form of PSUs (our
CEO receives 80% in PSUs and beginning in 2023 our NEOs receive 60% in 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. For more information on our PSUs, see
“Compensation Discussion and Analysis” on page 71 for a description of our current executive compensation programs.
Certain of our NEOs also hold strategic growth PSUs, which have a five-year performance period and require stock price
appreciation to vest, and strategic growth performance stock options, which vest over four years, expire after ten years, and
require stock price appreciation to become exercisable. Additionally, in 2021, in connection with the commencement of
Mr. Gelsinger’s employment, we granted him one-time, new-hire equity awards under the 2021 Inducement Plan in the form
of (i) relative TSR PSUs with a three-year performance period, (ii) strategic growth PSUs with a five-year performance period
and performance stock options that vest over four years and expire after ten years, each of which require stock price
appreciation to vest and become payable or exercisable, as applicable, (iii) outperformance PSUs requiring 200% stock price
appreciation during a five-year performance period in order to vest, and (iv) RSUs, with quarterly vesting over three years.
We believe RSUs, PSUs, strategic growth PSUs, and strategic growth performance stock options are an effective means to
align the interests of our employees and stockholders, and PSUs provide our senior leadership with at-risk compensation that
rewards 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 forth in our equity plans be exceeded.
Net Burn Rate, Gross Burn Rate, and Overhang

We review a number of metrics to assess the cumulative impact of our equity compensation program (other than ESPP),
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 equity compensation program (other than ESPP) to less than 2%. Over the past three fiscal years,
our annual net burn rate averaged 1.54% (2.16% in 2022).
▪ 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 1.85% (2.52%
in 2022).
▪ 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% (7.0% in 2022). If the
150 million shares requested in this Proposal were added to the number of shares available at the end of 2022, then our
overhang in 2022, based on the same calculation, would have been 10.6%.
Key Metrics for the Past Three Fiscal Years Under Equity Plans (Other than ESPP)
2022 (%) 2021 (%) 2020 (%) Average (%)
Net Burn Rate 2.16 1.59 0.87 1.54
Gross Burn Rate 2.52 1.94 1.10 1.85
Overhang 7.00 6.40 7.20 6.90
Percentage of Equity Awards Granted to NEOs 1.40 9.40 1.87 4.22

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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 as Appendix C beginning on
page C-1 of this proxy statement.
Plan Term: May 17, 2006 to June 30, 2026

Eligible Participants: All of our full-time and part-time employees and Consultants (as defined the 2006 EIP)
(131,900 employees and 21 Consultants, in each case, as of December 31, 2022), where
legally eligible to participate, and our non-employee directors (eleven individuals, as of
December 31, 2022). No equity awards have been made to Consultants to date.
Shares Authorized: 428.5 million shares may be issued as of December 31, 2022, 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 (1) RSUs
eligible participants, including (2) Restricted stock
non-employee directors):
(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 determined 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 56 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 service 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 stock option becomes exercisable, including the establishment of performance-vesting criteria, if
any, provided that no stock option 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 apply to SARs.
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Performance-Vesting Criteria
For awards with performance-vesting criteria, the Compensation Committee may, but need not, select one or more of the
following factors for such performance-vesting criteria, each of which may be adjusted as provided in the 2006 EIP: (a) cash
flow, (b) earnings per share, (c) earnings before one or 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)
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, or 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 US 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 may be paid or issued to stockholders prior to the issuance of those shares. The committee may
specify that dividends or dividend equivalent amounts will be credited and/or payable with respect to the shares subject to an
award, unless the award is a stock option or SAR. Furthermore, to the extent dividends or dividend equivalents are credited or
payable 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.
Transferability
Awards granted under the 2006 EIP are transferable only by will or the laws of descent and distribution, or to the extent
otherwise determined by the Compensation Committee. The committee has sole discretion to permit the transfer of
an award.
Administration
The Compensation 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 Compensation Committee will select the participants who receive awards on the
basis of their service; 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. The Compensation Committee may
interpret the 2006 EIP and establish, amend, and rescind any rules related to the 2006 EIP, and make remedial changes to the
terms of an outstanding award to comply with applicable laws, regulations, and listing requirements, and to avoid unintended
consequences resulting from unexpected events.
The Compensation Committee may delegate to a committee of one or more officers 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 that the Compensation Committee specifies limits on the number of awards that may be granted. The
Compensation Committee has delegated authority to a committee consisting of the CEO and the Chief People Officer 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 Chief
People Officer.
Clawback 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 to the number of shares sold or disposed of, multiplied by the difference between the market value per share of
Intel’s common stock at the time 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 effect 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.

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Amendments Requiring Stockholder Approval

The Board may terminate, amend, or suspend the 2006 EIP, provided that stockholder approval is required for any
amendment (except those described in “Adjustments” below) that would:
▪ increase the 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 in
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 Intel 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.
US Federal Tax Consequences

The United States federal income tax consequences of awards under the 2006 EIP are summarized below. The following
summary does not purport to be a complete description of all applicable rules, and those rules (including those summarized
here) are subject to change. Tax consequences for any particular individual may be different. This discussion also does not
address the tax consequences under applicable foreign, municipality, state, and local law.
▪ Restricted Stock Awards: A participant generally will not be taxed upon the grant of restricted stock, but rather will
recognize ordinary income in an amount equal to the fair market value of the shares at the time the shares are no longer
subject to a “substantial risk of forfeiture” (generally, when the restricted stock award becomes transferable). We generally
will be entitled to a deduction at the time when, and in the amount, the participant recognizes ordinary income on account of
the lapse of the restrictions, subject to the deduction limitation imposed by Section 162(m) of the tax code. A participant’s
tax basis in the shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period
for capital gains purposes will begin at that time. Under Section 83(b) of the tax code, a participant may elect to recognize
ordinary income at the time the shares of restricted stock are awarded in an amount equal to their fair market value at that
time, notwithstanding the fact such shares of restricted stock are subject to restrictions and a substantial risk of forfeiture. If
such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions
lapse. The participant will have a tax basis in the shares equal to their fair market value on the date of their award, and the
participant’s holding period for capital gains purposes will begin at that time. We generally will be entitled to a tax deduction
at the time when, and to the extent, ordinary income is recognized by such participant, subject to the deduction limitation
imposed by Section 162(m) of the tax code.
▪ RSUs and PSUs: In general, the grant of RSUs (including PSUs) will not result in income for the participant or in a tax
deduction for us. Upon the settlement of such an award in cash or shares, the participant will recognize ordinary income
equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction at the same time
and in the same amount, subject to the deduction limitation imposed by Section 162(m) of the tax code. In addition, Federal
Insurance Contributions Act (“FICA”) taxes are imposed on RSUs in the year of vesting (which may occur prior to the year
of settlement).
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▪ Options: Stock option grants under the 2006 EIP may be intended to qualify as incentive stock options under Section 422
of the tax code or may be non-qualified stock options governed by Section 83 of the tax code.
▪ Non-qualified stock options: An optionee generally will not recognize taxable income upon the grant of a non-qualified
stock option. Rather, at the time of exercise of the option, the optionee will recognize ordinary income for income tax
purposes in an amount equal to the excess, if any, of the fair market value of the shares purchased over the exercise price.
We generally will be entitled to a tax deduction at such time and in the same amount, if any, the optionee recognizes as
ordinary income, subject to the deduction limitation imposed by Section 162(m) of the tax code. The optionee’s tax basis
in any shares received upon exercise of an option will be the fair market value of the shares on the date of exercise, and if the
shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the
fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or
loss (if the shares are a capital asset of the optionee) depending upon the length of time such shares were held by
the optionee.
▪ Incentive stock options: Incentive stock options are eligible for favorable federal income tax treatment if certain
requirements are satisfied. An employee granted an incentive stock option generally does not realize compensation income
for federal income tax purposes upon the grant of the option. At the time of exercise of an incentive stock option, no
compensation income is realized by the optionee other than tax preference income for purposes of the federal alternative
minimum tax on individual income. If the shares acquired on exercise of an incentive stock option are held for at least two
years after grant of the option and one year after exercise, the excess of the amount realized on the sale over the exercise
price will be taxed as capital gain. However, if the shares of our common stock acquired on exercise of an incentive stock
option are disposed of within less than two years after grant or one year of exercise, the optionee will realize taxable
compensation income equal to the excess of the fair market value of the shares on the date of exercise or the date of sale,
whichever is less, over the exercise price, and any additional amount realized will be taxed as capital gain (a “disqualifying
disposition”). If a participant recognizes ordinary income due to a disqualifying disposition of an incentive stock option, we
would generally be entitled to a deduction in the same amount, subject to the deduction limitation imposed by Section
162(m) of the tax code .
▪ Stock appreciation rights: A participant who is granted a stock appreciation right generally will not recognize ordinary
income upon receipt of the stock appreciation right. Rather, at the time of exercise of such stock appreciation right, the
participant will recognize ordinary income for income tax purposes in an amount equal to the value of any cash received and
the fair market value on the date of exercise of any shares received. We generally will be entitled to a tax deduction at the
same time, and in the same amount that, ordinary income is recognized by such participant, subject to the deduction
limitation imposed by Section 162(m) of the tax code. The participant’s tax basis in any share received upon exercise of a
stock appreciation right will be the fair market value of the share on the date of exercise, and if the shares are later sold or
exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such
shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a
capital asset of the participant) depending upon the length of time such shares were held by the participant.
▪ Section 409A: Section 409A of the tax code provides additional tax rules governing non-qualified deferred compensation.
Generally, Section 409A will not apply to awards granted under the 2006 EIP, but may apply in some cases to RSUs and
PSUs. For such awards subject to Section 409A, certain officers of the company may experience a delay of up to six
months in the settlement of the awards in shares of company stock.
▪ Section 162(m): Section 162(m) of the tax code limits a publicly traded company’s federal income tax deduction for
compensation in excess of $1 million paid to certain executive officers that constituted “covered employees” under Section
162(m) of the tax code, and thus we expect that we will be unable to deduct all compensation in excess of $1 million paid to
certain of our executive officers.

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New Plan Benefits; Market Value of Securities

The Compensation Committee has the discretion to grant awards under the 2006 EIP, and the Compensation Committee
has not determined future awards or who might receive them. Accordingly, the benefits that will be granted or paid under the
amended and restated 2006 EIP are not currently determinable. However, each non-employee director is expected to
receive an annual RSU grant on the date of the 2023 Annual Stockholders’ Meeting with a target value of approximately
$220,000. Non-employee directors may also elect to receive RSUs in lieu of their cash fees.
As of March 1, 2023, the closing price of a share of Intel common stock was $25.33.
Existing Plan Benefits

Pursuant to SEC rules, the following table lists the number of PSUs (at target), RSUs, and stock options granted under the
2006 EIP from May 17, 2006 (when the 2006 EIP was initially approved by stockholders) through December 31, 2022
(whether or not outstanding, vested, or forfeited, as applicable).
Name and Position Stock Options PSUs RSUs

1
Patrick P. Gelsinger, CEO 535,180 456,992 143,842
Michelle Johnston Holthaus , EVP and GM, CCG 332,911 548,340 648,467
Sandra Rivera, EVP and GM, DCAI 249,900 536,921 345,542
David A. Zinsner, EVP and CFO — 172,614 305,030
Christoph Schell, EVP and CCO, SMG — 96,753 96,753
George S. Davis, Former EVP and CFO 600,000 328,449 235,820
All current executive officers as a group 1,117,991 1,811,620 1,539,634
All current non-employee directors and director nominees as a group — 52,541 231,214
Each associate of the above-mentioned executive officers, directors, — — —
and director nominees
Each other person who received or is to receive 5% of such options, — — —
warrants or rights
All employees as a group (excluding executive officers) 259,983,072 753,665,652 43,953,403
1
For Mr. Gelsinger, includes awards previously granted during his prior employment at Intel.
Registration with the SEC. We intend to file with the SEC a registration statement on Form S-8 covering the new shares
reserved for issuance under the 2006 EIP.

The Board of Directors recommends that you vote “FOR” approval of the
amendment and restatement of the 2006 Equity Incentive Plan.
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Equity Compensation Plan Information

Information as of December 31, 2022 regarding equity compensation plans approved and not approved by stockholders is
summarized in the following table (shares of common stock in millions):
(C)
(A) (B) Number of Shares
Number of Weighted Remaining Available
Shares to Average for Future Issuance
Be Issued Exercise under Equity
Upon Exercise Price of Incentive Plans
of Outstanding Outstanding (Excluding Shares
Options Options Reflected in
1 2 3
Plan Category and Rights ($) Column A)
Equity Compensation Plans Approved by Stockholders 172.7 49.57 306.8
4
Equity Compensation Plans Not Approved by Stockholders 8.7 43.58 —
Total 181.4 47.15 306.8
1
Includes 166 million shares granted under the 2006 EIP that are issuable upon RSUs and PSUs vesting, including a maximum of 12 million
additional 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 5.4 years.
3
Includes 200 million shares available for issuance under the 2006 Employee Stock Purchase Plan, including 27.6 million shares subject to
purchase during the purchase period in effect as of December 31, 2022, and 106.7 million shares available 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 12 million shares would be included in the shares available for future issuance under the 2006
EIP, for a total of 119 million shares. This 119 million shares is the number reported in Note 18 to the financial statements in our 2022 Annual
Report on Form 10-K for the year ended December 31, 2022.
4
Includes shares issuable under outstanding options and RSUs that were originally granted under plans that we assumed in connection with
acquisitions and 6.4 million shares that are issuable to Mr. Gelsinger under the 2021 Inducement Plan. No future grants will be made under
these assumed plans or the 2021 Inducement Plan. In February 2021, the Board adopted the 2021 Inducement Plan which, subject to the
adjustment provisions thereof, reserved 8 million shares of our common stock for issuance. The 2021 Inducement Plan was adopted
without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules (Rule 5635(c)(4)). The 2021 Inducement Plan
provides for the grant of stock options, stock appreciation rights, restricted stock, and restricted stock units, and contains terms and
conditions intended to comply with the inducement award exception under the Nasdaq rules and otherwise has substantially similar terms
as our 2006 EIP including a clawback provision. In accordance with Rule 5635(c)(4), awards under the 2021 Inducement Plan may only be
made to individuals not previously employees of Intel as an inducement material to such individuals entering into employment with Intel.
Mr. Gelsinger is the only participant in the 2021 Inducement Plan, and the new-hire awards granted to him in connection with his
commencement of employment are the only awards that will be granted under the 2021 Inducement Plan. The new-hire awards granted to
Mr. Gelsinger consist of (i) relative TSR PSUs with a three-year performance period, (ii) strategic growth PSUs with a five-year
performance period and performance stock options that vest over four years and expire after 10 years, each of which require stock price
appreciation to vest and become payable or exercisable, as applicable, (iii) outperformance PSUs requiring 200% stock price appreciation
during a five-year performance period in order to vest, and (iv) RSUs, with quarterly vesting over three years. For more information
regarding Mr. Gelsinger’s new-hire equity awards granted under the 2021 Inducement Plan, please see Appendix B beginning on page B-1
of this proxy statement.

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5
Advisory Vote on the Frequency of Holding
Future Advisory Votes to Approve
Executive Compensation of our Named
Executive Officers (Say-on-Pay)

The Board recommends that you vote for “ONE YEAR”
as the frequency of future Say-on-Pay votes.
▪ Holding advisory Say-on-Pay votes annually provides stockholders frequent and
timely input on the executive compensation of our named executive officers
Background
The US federal securities law that requires each US public company to hold a Say-on-Pay advisory vote also requires that
stockholders be asked to vote on the frequency of future Say-on-Pay votes. Pursuant to this requirement in Section 14A of
the Securities Exchange Act of 1934, as amended, we are asking stockholders to vote on whether future Say-on-Pay votes,
such as the one in Proposal 3 above, should occur every year, every two years, or every three years. This vote on the frequency
of Say-on-Pay votes is advisory in nature and must be held at least once every six years. Intel has voluntarily conducted annual
Say-on-Pay votes every year since 2009, two years before required by federal law, but we welcome the opportunity to submit
the three alternative frequencies to our stockholders for consideration.
Alternative Frequencies
Some commentators have said that a two-year or three-year frequency might be better aligned with compensation trends or
programs and would place less emphasis on the results or actions of a single year; other commentators have stated that an
annual vote provides a company with more opportunity for timely feedback. We are prepared to operate under any of the
three alternative frequencies and look forward to the stockholder vote for input, although the Board recommends that
stockholders vote to continue to hold Say-on-Pay votes every “one year.” Stockholders will be able to specify one of four
choices for this proposal on the proxy card: one year, two years, three years, or abstain.
How We Consider Stockholder Feedback

This advisory vote is non-binding on the Board, but the Board will give careful consideration to the voting results on this
proposal and expects to be guided by the alternative that receives the greatest number of votes, even if that alternative does
not receive a majority of the votes cast.
The next advisory vote on the frequency of future Say-on-Pay votes will occur at the 2029 Annual Stockholders’ Meeting.
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Stockholder Proposals
Proposal 6
Stockholder Proposal Requesting Adoption of an Executive

Stock Retention Period Policy and Reporting
The following stockholder proposal will be voted on at the 2023 Annual Stockholders’ Meeting if properly presented by or on
behalf of the stockholder proponent.
Proponent: John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, is the owner of 100 shares of Intel
common stock and proposes the following resolution:
Proposal 6—Executives To Retain Significant Stock
Shareholders urge that our executive pay committee adopt a policy requiring senior executives to retain a significant
percentage of stock acquired through equity pay programs until reaching normal retirement age and to report to
shareholders regarding the policy in our Company’s next annual meeting proxy.
For the purpose of this policy, normal retirement age would be an age of at least 60 and be determined by our executive pay
committee. Shareholders recommend a share retention percentage requirement of 50% of net after-tax shares.
This single unified policy shall prohibit hedging transactions for shares subject to this policy which are not sales but reduce
the risk of loss to the executive. Otherwise our directors might be able to avoid the impact of this proposal. This policy shall
supplement any other share ownership requirements that have been established for senior executives, and should be
implemented without violating current company contractual obligations or the terms of any current pay or benefit plan.
Requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus our
executives on our company’s long-term success. A Conference Board Task Force report stated that hold-to-retirement
requirements give executives “an ever-growing incentive to focus on long-term stock price performance.”
This proposal topic is all the more important at Intel due to the poor performance of Intel stock which is down substantially
from $64 in 2021. Plus the following directors received excessive against votes in 2022 when a 5% against vote is often the
norm at well performing companies:
▪ Alyssa Henry – 49% against vote.
Sad because Ms. Henry is a relatively new director.
▪ Omar Ishrak, Board Chairman – 30% against vote.
▪ Risa Lavizzo-Mourey, Chair of the nomination committee – 25% against vote.
▪ Dion Weisler, Chair of the management pay committee – 28% against vote.
Sad because Mr. Weisler is a relatively new director and retired from his day job at age 51.
And management pay was rejected by 26% of shares in 2022 when a 5% against vote is often the norm at well
performing companies.
Please vote yes:
Executives To Retain Significant Stock—Proposal 6

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Board of Directors’ Response

The Board recommends a vote against this proposal for the following reasons:
▪ Intel already maintains robust stock ownership guidelines and anti-hedging policies for executive officers. Unvested PSUs,
RSUs, and unexercised stock options do not count toward satisfying these ownership guidelines.
▪ A policy that would require senior executives to hold 50% of the net after-tax shares from their equity awards until reaching
normal retirement age is excessive, inconsistent with current practice among our peer groups, and would put Intel at a
competitive disadvantage for recruiting and retaining talented executives.
▪ Intel’s executive compensation programs are specifically designed to incentivize maximizing long-term value for our
stockholders by giving considerable weight toward long-term equity awards that typically vest over a period of three years
or longer rather than cash compensation, as evidenced by our executives holding significant unvested restricted stock units
(RSUs) and Performance Stock Units (PSUs) at any particular time.
Supporting Discussion
Intel’s human capital strategy is grounded in our belief that our people are fundamental to our success. Delivering on our
IDM 2.0 strategy and growth ambitions requires attracting, developing, and retaining top talent from across the world.
Because the market for senior technology leaders is extremely competitive, attracting and retaining top talent, particularly in
high-demand areas such as cloud computing, AI, graphics processing units, and autonomous driving is critical to our growth
strategy. The requested policy, which would require senior executives to hold 50% of the net after-tax shares from their
equity awards until reaching normal retirement age is not only excessive and inconsistent with industry peer practices, but
would also put Intel at a competitive disadvantage for attracting, recruiting, and retaining talented executives. Based on a
careful review of the proposal, and in light of our robust stock ownership guidelines and the long-term focus of our executive
compensation programs, the Board believes that implementation of the proposal is unnecessary and contrary to the best
interests of our stockholders.
Our robust stock ownership requirements appropriately align executive officers’ interests
with stockholders’ long-term interests
Intel already has robust stock ownership guidelines for the CEO and executive officers. Unvested PSUs, RSUs, and
unexercised stock options do not count toward satisfying these ownership guidelines. Under the guidelines, our CEO is
expected to own shares of Intel common stock that have a value equal to ten times the CEO’s base salary. This stock
ownership multiple is among the highest of our peers. In addition, each executive officer is expected to own shares of Intel
common stock that have a value equal to five times the executive officer’s base salary. This stock ownership multiple for
executive officers is also among the highest of our peers. As of December 31, 2022, our CEO has met his ownership guideline
and each of our other NEOs has either met their respective ownership guideline in advance of the deadline or still has time to
do so.
Our executive officers are subject to other stock ownership related governance policies
In addition to stock ownership guidelines, Intel maintains other governance policies relating to Intel stock held by executives
that align executives’ interests with those of our stockholders. These include an anti-hedging and anti-pledging policy and a
prohibition against short sales of Intel common stock by executive officers. Moreover, both Intel’s Annual Cash Bonus Plan
and equity plans include provisions for seeking the return (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.
The proposal, if implemented, could diminish our ability to attract and retain executive
talent critical to our long-term success
Our Board and leadership team have been keenly focused on the future of Intel and we are aggressively moving into the next
phase of IDM 2.0 geared to unlocking the full potential of the IDM advantage. Delivering on our IDM 2.0 strategy and growth
ambitions requires attracting, developing, and retaining top talent from across the world. To accomplish this, we must have
competitive compensation programs. Based on our review of peer practices, and similar to our program, executive officers at
peer companies are able to realize value from their equity awards during the course of their employment after they have
reached their company’s holding requirement threshold. As a result, our imposition of a post-employment holding
requirement could diminish our ability to attract and retain executives or require us to compensate executives in other less
effective ways to remain competitive. Put simply, this proposal, if implemented, may directly impede our ability to
successfully execute on our IDM 2.0 strategy, which is fundamental to our ability to create long-term stockholder value.
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Our executive compensation programs encourage a focus on long-term performance

Our executive compensation programs are structured to provide strong pay-for-performance alignment. In this regard, our
senior-level employees generally receive a significant portion of their compensation in the form of long-term incentive equity
awards consisting of RSUs and PSUs. RSUs 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 and serve to
balance the performance-based nature of PSUs, facilitate stock ownership, and provide a significant incentive to stay with
Intel. RSUs generally vest in substantially equal increments over three years from the grant date. PSUs are performance-
based RSUs under which the number of shares of Intel common stock earned is based on our achievement measured against
specified performance metrics over at least a three-year period, and are only paid out if the performance metrics are met. The
Compensation Committee redesigned the PSU program for the 2022 through 2024 performance period to reflect a new go-
forward strategy and align executive compensation to operating results while still indexing to TSR to drive performance
culture.
In sum, in light of our robust stock ownership guidelines and anti-hedging policies for executives, our executive compensation
programs that are appropriately aligned with our business strategy and long-term interests of the stockholders, and the
potential negative effect of the requested policy on Intel’s ability to attract and retain top talent, the Board believes that this
proposal is unnecessary and not in the best interests of our stockholders.

The Board recommends that you vote “AGAINST” this proposal.

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Proposal 7
Stockholder Proposal Requesting Commission and

Publication of a Third Party Review of Intel’s China Business
ESG Congruence
The following stockholder proposal will be voted on at the 2023 Annual Stockholders’ Meeting if properly presented by or on
behalf of the stockholder proponent.
Proponent: The National Center for Public Policy Research, 2005 Massachusetts Ave. NW, Washington, DC 20036, is
the owner of no less than $2,000 in market value of shares of Intel common stock and proposes the following resolution:
Resolved: Shareholders request that the Board of Directors commission and publish a third-party review within the next year
(at reasonable cost, omitting proprietary information) of whether the Company’s activities and expenditures related to doing
business in China align with its ESG commitments. The Board of Directors should report on how it addresses the risks
presented by any misaligned activities and expenditures and the Company’s plans, if any, to mitigate these risks.
Supporting Statement: Intel touts the virtues of its ESG initiatives, such as its commitment to net zero greenhouse gas
1 2
emissions in its global operations by 2040, and its pledge to ensure human rights are protected throughout its supply chain.
Intel even has its own “Global Human Rights Principles” that assert, “Respect for human rights is rooted in our values and
3
applies wherever we do business.”
But Intel’s environmental promises and human rights commitments are belied by its cozy relationship with China, a country
that is controlled by the dictatorial and inhumane Chinese Communist Party (CCP).
Intel apologized to China last December after issuing a letter telling its suppliers not to source products or labor from the
4
Xinjiang region. The letter was in response to the passage of the Uyghur Forced Labor Prevention Act, which represents an
5
important step in addressing the well-established genocide against ethnic minorities by the CCP. Intel was even a corporate
sponsor during the 2022 Beijing Olympics, perpetuating the fallacy that China is a free and fair country that supports
6
Intel’s ideals.
To the contrary, China is the world’s largest emitter of greenhouse gases, emitting more greenhouse gases than the entire
7
U.S. and the developed world combined. Exceeding more than 27 percent of the world’s total global emissions, China’s
8
emissions have more than tripled over the last three decades.
Moreover, the Chinese government has an abhorrent human rights record, as witnessed by its abuses against the Uyghurs
9
and other ethnic minorities in Xinjiang, including forced labor programs, forced sterilizations, and torture. Chinese authorities
perpetrate genocide and use emerging technologies to carry out discriminatory surveillance and ethno-racial profiling
10
measures designed to subjugate and exploit minority populations.
This poor human rights record makes China’s aggressive stance toward Taiwan even more alarming, as it makes claims of
sovereignty over the island. It has recently sent warplanes towards the territory’s air defense zone, and has called for Taiwan’s
11
“reunification” with China, stoking fears and geopolitical instability.
Doing business with China, which is the largest greenhouse gas emitter in the world and which commits genocide against
ethnic minorities – runs counter to everything that Intel claims to stand for. It is therefore critical that the Board commission
and publish a third party review that includes experts who are fully aware of the dangers that China poses to ensure that Intel’s
actions as a company live up to its words.
1
https://www.intel.com/content/www/us/en/corporate-responsibility/2030-goals.html
2
https://d1io3yog0oux5.cloudfront.net/intel/files/pages/intel/db/924/description/Intel_Green_Financing_Framework_vF.pdf
3
https://www.intel.com/content/www/us/en/policy/policy-human-rights.html
4
https://www.cnbc.com/2021/12/23/intel-apologizes-in-china-over-xinjiang-supplier-statement.html
5
https://www.wsj.com/articles/intel-apologizes-after-asking-suppliers-to-avoid-chinas-xinjiang-region-11640261303
6
https://www.intel.com/content/www/us/en/sports/olympic-games/overview.html
7
https://www.cnbc.com/2021/11/01/india-targets-2070-for-net-zero-emissions-china-makes-no-new-commitments.html; https://
www.cnbc.com/2021/05/06/chinas-greenhouse-gas-emissions-exceed-us-developed-world-report.html; https://rhg.com/research/chinas-
emissions-surpass-developed-countries/
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8
https://www.cnbc.com/2021/05/06/chinas-greenhouse-gas-emissions-exceed-us-developed-world-report.html; https://rhg.com/research/
chinas-emissions-surpass-developed-countries/
9
https://www.state.gov/forced-labor-in-chinas-xinjiang-region/; https://www.bbc.com/news/world-asia-china-59595952; https://
www.state.gov/wp-content/uploads/2022/07/Forced-Labor-The-Hidden-Cost-of-Chinas-Belt-and-Road-Initiative.pdf
10
https://www.state.gov/wp-content/uploads/2022/08/22-00757-TIP-REPORT_072822-inaccessible.pdf
11
https://www.foxnews.com/politics/chinese-aggression-taiwan-testing-us-resolve-afghanistan-withdrawal-experts; https://
www.npr.org/2021/10/09/1044714406/xi-jinping-china-taiwan-peaceful-reunification; https://abcnews.go.com/International/wireStory/
taiwans-tsai-backing-chinese-aggression-92041196
Board of Directors’ Response

The Board recommends a vote against this proposal for the following reasons:
▪ Intel takes a comprehensive approach to reporting on key aspects of our responsible business practices. For example, Intel
has publicly released corporate responsibility reports that contain extensive information and disclosures about the
sustainability-related risks and opportunities we face as a global company since 2001 and provided public reports on our
environmental, health, and safety performance since 1994.
▪ Intel is committed to fundamental human rights and has created processes promoting accountability for human rights
within our supply chain.
▪ Intel’s Board has strong and effective oversight of the company’s sustainability efforts and policies for respecting human
rights in particular.
▪ The Board believes that this report would be unnecessary and a costly diversion of corporate resources given the
company’s existing approach to corporate responsibility, our extensive and transparent reporting on our efforts and strong
Board oversight of these topics.
Supporting Discussion
Intel’s existing reporting takes a comprehensive approach to reporting on key aspects of
our responsible business practices
Our existing corporate responsibility reporting is built on a foundation of transparency, governance, ethics, and respect for
human rights, and has been recognized as setting a standard both within the technology industry and among public
companies generally. At Intel, our purpose is to build world-changing technology that improves the life of every person on the
planet. Intel has publicly released corporate responsibility reports that contain extensive information and disclosures about
the sustainability-related risks and opportunities we face as a global company since 2001 and provided public reports on our
environmental, health, and safety performance since 1994. We have continually enhanced this reporting over the years. Since
2021, we have advanced our integrated reporting strategy to include environmental, social, and governance information in our
Annual Report on Form 10-K and Proxy Statement, available on our Investor Relations website.
Intel’s Corporate Responsibility Report is prepared in accordance with the Global Reporting Initiative (GRI) Standards:
Comprehensive option. We also use other recognized frameworks to inform the content, including the United Nations (UN)
Global Compact, UN Sustainable Development Goals, the Task Force on Climate-Related Financial Disclosures (TCFD), and
the Value Reporting Foundation.
Our commitment to environmental stewardship is embodied in Intel’s Environmental, Health and Safety Policy and Code of
Conduct. The Intel Climate Change Policy outlines our formal position on climate change and provides a more detailed
history of our actions in this area.
Related to human rights specifically, since 2016, we have regularly engaged with independent third-party specialists to
conduct human rights impact assessments (HRIA) to review our processes and validate our human rights risks across our
global footprint. HRIAs are part of our due diligence, conducted in alignment with the United Nations (UN) Guiding Principles
on Business and Human Rights, and involve multiple internal and external stakeholders. Our human rights risk analysis is
publicly available in our corporate responsibility report. We believe that, to date, our HRIAs confirm that we are working to
address our most salient human rights risks.

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In 2020, Intel set an ambitious 2030 corporate responsibility “RISE” strategy and goals with the aim of creating a more
responsible, inclusive, and sustainable world, enabled through our technology and the expertise and passion of our
employees. Our “RISE” operational and supply chain goals encompass our efforts on employee health, safety and wellness,
supply chain human rights, workforce inclusion, suppler diversity, climate and energy, net positive water, zero waste/circular
economy, and community impact. These goals include targets in both our operations and across our global supply chain. Our
Corporate Responsibility Report, which includes independent limited assurance of selected environmental, safety, supplier,
and diversity data, reports on our annual progress with respect to these goals, including those addressing human rights risks.
Intel is committed to fundamental human rights and has created processes intended to
promote accountability for human rights within our supply chain
Human rights are the fundamental rights, freedoms, and standards of treatment to which all people are entitled. Respect for
human rights is rooted in our values and we expect it to apply wherever we do business. First published in 2009, Intel’s Board
adopted Global Human Rights Principles (the “Human Rights Policy”) formalize Intel’s commitment to respect human rights
and embodies common principles reflected in the UN Global Compact, the Universal Declaration of Human Rights, the UN
Guiding Principles on Business and Human Rights, core International Labour Organization Conventions, the Organization for
Economic Co-operation and Development Guidelines for Multinational Enterprises, and the laws of the countries in which
we operate.
We will continue working to confirm that our global sourcing complies with applicable laws and regulations in the US and in
other jurisdictions where we operate and conforms with the Responsible Business Alliance Code of Conduct. We respect the
rule of law and seek to operate ethically everywhere we do business, and we work to prevent, detect, and mitigate the risk of
Intel being complicit in human rights abuses anywhere in the world where we are aware of such concerns. We will continue
looking for continuous improvements in our due diligence processes where practical to help ensure we fulfill our obligations
under the United Nations Guiding Principles for Business and Human Rights around the globe and remediate any known
issues of forced labor.
At Intel, we maintain and improve our systems with the goal of preventing and avoiding where possible complicity in human
rights violations related to our operations, supply chain, and products. Intel has established an integrated approach to
managing human rights risks across our business. In addition to board-level oversight and senior-level Management Review
Committees, we have established a cross-functional human rights steering committee. This committee is comprised of
multiple teams across the organization who are responsible for conducting due diligence and implementing policies and
procedures to address our most salient human rights risks and support our adherence to the Human Rights Policy.
One of our 2030 “RISE” goals relates to supply chain human rights. As a founding member of the Responsible Business
Alliance (RBA), we strive to hold our global suppliers accountable to the same expectations we have for ourselves. Over the
past decade, we have directly engaged with our suppliers to try to verify compliance and build capacity to address risks of
forced and bonded labor and other human rights issues. We also engage with indirect suppliers through our programs on
forced and bonded labor and responsible minerals. Our significant investments of time and resources are aimed at influencing
system-level, industry-wide improvements to protect and empower workers in the global electronics supply chain and to
reduce community impacts.
Our efforts to combat forced and bonded labor in our supply chain are ongoing. Since 2014, we have remediated the return of
over $25 million in fees to suppliers’ workers. Progress was also made in terms of our audits for higher risk suppliers, our
assessments for medium risk suppliers, and—for the first time—RBA training for our lower risk suppliers. In 2022, our target
was to assess, validate, and—where needed—mitigate the risk level of an additional 12% of suppliers. We are also evaluating
the impact of IDM 2.0 supply chain changes. In addition, we plan to continue to assess and audit high-risk tier 2 suppliers on
Intel sites .
We also have put in place formal grievance and remedy processes to enable anyone, including employees, employees of
Intel’s suppliers, and other external stakeholders, to report human rights concerns through our third-party-operated ethics
reporting portal. Our policy is to promptly investigate allegations and pursue action to mitigate any adverse human rights
impacts, as well as to not tolerate retaliation against anyone who in good faith reports possible violations of law, the Intel Code
of Conduct, or other company policies or procedures, questions ongoing or proposed conduct, or participates in an internal
investigation.
In addition, although the proposal references our involvement with a particular set of Olympic Games, Intel’s partnership
spans over many Games (starting with PyeongChang in 2018 and continuing through Paris 2024). We are supportive of the
Games’ mission to bring together athletes from all over the world to compete, peacefully, and of the symbolism of such a
diverse, global event. The Games provide an opportunity for us to innovate and accelerate our technology development. For
example, the Games are a catalyst for 5G adoption and acceleration, which is core to our business. The knowledge obtained
from the solutions we deploy or help deploy at the Games gives us key insights to develop world-changing technology.
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Intel’s Board has strong and effective oversight of the company’s sustainability efforts and
human rights in particular
Intel’s Board plays a vital and important role in overseeing our sustainability efforts. Our Corporate Governance and
Nominating (CGN) Committee oversees issues related to risks arising from the company’s environmental, social, and
governance (ESG) practices as well as corporate responsibility and sustainability initiatives and performance, including to
human rights. Our Audit & Finance Committee oversees issues related to financial reporting, internal controls, audit
functions, and major financial, product security, cybersecurity risk exposures, our ethics and compliance program, and
management’s annual enterprise risk management assessment.
Management provides formal updates to the CGN Committee at least twice each year and at least annually to the full Board
on the company’s ESG performance and disclosure. In 2022, this included a review of the annual Corporate Responsibility
Report and updates on issues including environmental sustainability, climate risk, human capital, human rights, political
accountability, governance structure, and investor outreach and feedback.
The Board believes that this report would be unnecessary and a costly diversion of
corporate resources given the company’s existing approach to corporate responsibility,
our extensive and transparent reporting on our efforts, and strong Board oversight of
these topics
As described above, Intel already provides detailed information in our Corporate Responsibility reporting and elsewhere
regarding our human rights due diligence, supply chain management, and environmental initiatives. As we respond to the
current economic environment by taking aggressive actions to reduce costs, we are especially mindful of our obligation to our
stockholders to be good stewards of their capital. Given the extensive information that we already publicly provide, our
existing policies, and our active Board oversight, the Board believes that the additional report requested by this proposal is
unnecessary, would be a costly diversion of corporate resources and is not in the best interests of our stockholders.

The Board of Directors recommends that you vote “AGAINST” this proposal.

Table of Contents
Additional Meeting Information

How will the 2023 Annual Stockholders’ Meeting be conducted?
We are pleased this year to again conduct the 2023 Annual Stockholders’ Meeting solely online on May 11, 2023 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 following the meeting each question received that complies with the meeting rules
of conduct.
▪ We Believe in Transparency. Although participation in the live webcast (i.e., ability to vote and ask questions) is available
only to stockholders as of the record date, anyone (whether or not a stockholder) can view the live webcast and, following
completion of the 2023 Annual Stockholders’ Meeting, a webcast replay, final report of the inspector of election, and
answers to questions asked by investors in connection with the annual meeting will be posted to our Investor Relations
website at www.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 designed to facilitate their ability to present their
proposals. In addition, we offer live technical support for all stockholders attending the meeting.
How do I attend the meeting?

You are entitled to attend and participate in the virtual 2023 Annual Stockholders’ Meeting only if you were an Intel
stockholder as of the close of business on March 17, 2023 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 at www.virtualshareholdermeeting.com/Intel23.
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 visiting www.virtualshareholdermeeting.com/Intel23; interested persons who were
not stockholders as of the close of business on March 17, 2023 may view, but not participate, in the annual meeting via
www.virtualshareholdermeeting.com/Intel23.
Stockholders of Record Beneficial Stockholder

If you are a stockholder of record, you will If you are a beneficial stockholder and your voting instruction form or Notice
need to use your control number on your of Internet Availability (Notice) indicates that you may vote those shares
Notice of Internet Availability or proxy through the www.proxyvote.com website, then you may access, participate
card to log into in, and vote at the annual meeting with the 16-digit access code indicated on
www.virtualshareholdermeeting.com/ that voting instruction form or Notice. Otherwise, beneficial stockholders
Intel23. who do not have a control number or access code should contact their bank,
broker or other nominee (preferably at least five days before the annual
Stockholders of record—those holding
meeting) and obtain a "legal proxy" in order to be able to attend, participate in
shares directly with Computershare
or vote at the annual meeting.
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 8:45 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 toll free (844)
976-0738 (US) or (303) 562-9301 (Int’l).
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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 either www.proxyvote.com or on our annual meeting
website, www.virtualshareholdermeeting.com/Intel23. Stockholders also may submit questions live during the meeting
at the meeting website. Stockholders can also access copies of the proxy statement and annual report at our annual
meeting website.
If you cannot attend, following the meeting, a replay of our annual meeting webcast will be available at our Investor
Relations website at www.intc.com and remain for at least one year.
A list of answers to investors’ questions that comply with our meeting rules of conduct, received both before and during the
annual meeting, will be available at the same website.
How Do I Vote?
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
attend the virtual meeting, by completing proxies in any of the following ways:
Go to www.proxyvote.com and Call the applicable number and Mail, complete, sign, Scan this code to your
follow the instructions provided. follow the instructions provided. date, and mail the proxy phone to receive all of
card in the return the meeting details.
For stockholders of record: envelope provided to
(800) 690-6903 you if you have received
For beneficial stockholders: a printed version of these
(800) 454-8683 proxy materials.
Stockholders can vote via the Internet in advance of or during the meeting. Stockholders who attend the virtual annual
meeting should follow the instructions at www.virtualshareholdermeeting.com/Intel23 to vote or submit questions
during the meeting.
Voting online during the meeting will replace any previous votes.
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 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 17, 2023, the record date for the annual meeting, approximately 4,171,053,000 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 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.
For purposes of the advisory vote on the frequency of holding future advisory votes to approve executive compensation of
our named executive officers, the voting option that receives the greatest number of votes, even if that alternative does not
receive a majority of the votes cast, will be the frequency for the advisory vote on the executive compensation of our named
executive officers that has been recommended by stockholders.
Effect of Abstentions and Broker Non-Votes. Abstentions 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 with respect to proposals considered to be “non-routine,” resulting in a “broker non-vote.”
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. We encourage you to vote promptly, even if you plan to attend the virtual annual meeting.

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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:
Vote Required to Effect of Effect of “Broker
Proposal Voting Options Adopt the Proposal Abstentions Non-Votes” if Any*
Election of directors For, against, or Majority of votes cast.** No effect. No effect.
abstain on each
nominee.
Ratification of selection of For, against, Majority of Counted as vote. No effect.
Ernst & Young LLP as our or abstain. shares present Same effect as
independent registered public or represented.*** votes against.
accounting firm for 2023
Advisory vote to approve For, against, Majority of Counted as vote. No effect.
executive compensation of or abstain. shares present Same effect as
our named executive officers or represented.*** votes against.
(Say-on-Pay)
Approval of amendment and For, against, Majority of Counted as vote. No effect.
restatement of the 2006 or abstain. shares present Same effect as
Equity Incentive Plan or represented.*** votes against.
Advisory vote on One year, two The frequency No effect. No effect.
the frequency of the years, three years, (every one year, two
Say-on-Pay vote or abstain. years, or three years)
receiving the greatest
number of votes
will be considered
the frequency
recommended by
stockholders.
Stockholder Proposals, if For, against, Majority of Counted as vote. No effect.
properly presented at the or abstain. shares present Same effect as
annual meeting or represented.**** votes against.
* If you are a beneficial holder and do not provide specific voting instructions to the holder’s broker, the organization that holds the
beneficial owner’s shares may not be authorized to vote your shares, which would result in “broker non-votes.”
** A nominee for director will be elected if the votes cast for such nominee exceed the votes cast against such nominee.
*** The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon.
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 have not received timely notice of any such matters that we expect to be presented at the annual
meeting other than the items described in this proxy statement.
How are Proxies Solicited and What is the Cost?

We will bear the expense of soliciting proxies, and we have retained D.F. King & Co., Inc. to solicit proxies for a fee of
approximately $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.
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Who Counts the Votes?

Broadridge Financial Solutions, Inc. has been engaged as our independent inspector of elections to tabulate stockholder
votes for the annual meeting.
Will the Company Make a List of Stockholders Entitled to Vote at the 2023 Annual
Stockholders’ Meeting Available?
Intel’s list of stockholders as of March 17, 2023 will be available for inspection at our headquarters 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.
When Will the Company Announce the Voting Results?

We will announce preliminary results during the annual meeting. We will report final results at www.intc.com and in a filing
with the SEC on Form 8-K.

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Other Matters
2024 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 2024 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 2, 2023.
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 “Board of Directors Matters; Director Nomination Process” section on page 33.
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 2024 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 2,
2023 and no later than the close of business on December 2, 2023. 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 2024 annual meeting is advanced or delayed more than 30 days from the
anniversary of the 2023 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
2024 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 13, 2023 and the close of
business on January 12, 2024. 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 2024 annual meeting is advanced or delayed more than 30 days from the anniversary of the 2023 Annual
Stockholders’ Meeting, a stockholder seeking to nominate a candidate for election to the Board or propose any business at
our 2024 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 Rule 14a-8 by close of business on the later of the 60th day before the
2024 annual meeting or the 10th day following the day on which the date of such meeting is first publicly announced by Intel.
In addition to satisfying the deadlines in the advance notice provisions of our Bylaws, a stockholder who intends to solicit
proxies pursuant to Rule 14a-19 in support of nominees submitted under these advance notice provisions for the 2024 annual
meeting must notify our Corporate Secretary in writing not later than the close of business (5:00 p.m. Pacific Time) on
March 12, 2024.
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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 at www.intc.com.
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.
Legal Matters
Forward-looking statements. This proxy statement contains forward-looking statements that involve a number of risks and
uncertainties. Words such as “accelerate,” “achieve,” “ambitions,” “aim,” “anticipate,” “believes,” “committed,” “continue,”
“could,” “designed,” “estimated,” “expect,” “forecast,” “future,” “goals,” “grow,” “intend,” “likely,” “may,” “might,”
“milestones,” “next generation,” “objective,” “on track,” “opportunity,” “pending,” “plan,” “positioned,” “possible,”
“potentially,” “progress,” “priority,” “roadmap,” “seek,” “should,” “strive,” “targets,” “to be,” “will,” “would,” and variations of
such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that
refer to our strategy and anticipated benefits, including our IDM 2.0 strategy, February 2022 Investor Meeting financial
model, Smart Capital strategy, SCIP, our partnership with Brookfield Asset Management, the transition to an internal foundry
model, and updates to our reporting structure; projections of our future financial performance; future business, social, and
environmental performance, goals, measures, and strategies, including our One Intel operational goals; our anticipated
growth and trends in our businesses and operations; projected growth and trends in markets relevant to our businesses;
business and investment plans; manufacturing expansion and financing plans; investment plans and impacts of investment
plans, including in the US and abroad; future economic conditions, including regional or global downturns or recessions;
business and investment plans; internal and external manufacturing plans, including future internal manufacturing volumes
and external foundry usage; future products and technology, and the expected regulation, availability and benefits of such
products and technology; projected cost and yield trends; product and manufacturing plans, goals, timelines, ramps, and
progress; geopolitical conditions, including the impacts of Russia's war on Ukraine; expected timing and impact of
acquisitions, divestitures, and other significant transactions, including statements relating to the completion of our
acquisition of Tower, the sale of our NAND memory business, and the wind-down of our Intel® Optane™ memory business;
expected completion and impacts of restructuring activities and cost-saving or efficiency initiatives, including those related
to the 2022 Restructuring Program; availability, uses, sufficiency, and cost of capital of capital resources, including future
capital, R&D investments, and expected returns to stockholders such as stock repurchases and dividends; our valuation;
supply expectations, including regarding constraints, limitations, pricing and industry shortages; expectations regarding
government incentives; future production capacity and product supply; the future purchase, use, and availability of products,
components, and services supplied by third parties, including third-party IP and foundry services; tax- and accounting-related
expectations; 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. In addition,
statements regarding future changes to our Board of Directors, corporate governance practices, executive and director
compensation programs, equity plan usage, ESG program and initiatives and related goals and disclosures are forward-
looking statements. Such statements are based on management's expectations as of the date of this filing, unless an earlier
date is specified, and involve many risks and uncertainties that could cause our actual results or outcomes to differ materially
from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described
throughout our 2022 Annual Report on Form 10-K and particularly in "Risk Factors" within Other Key Information in the Form
10-K. 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, the
Form 10-K, and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect
our business. Unless specifically indicated otherwise, the forward-looking statements in this proxy statement do not reflect
the potential impact of any divestitures, mergers, acquisitions, or other business combinations that have 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, unless an earlier date is specified, 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, the Intel logo, Intel Core, Arc, Intel Blockscale, Intel Optane, Thunderbolt, 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.

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Financial Statements
Our financial statements for the year ended December 31, 2022 are included in our 2022 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 at www.intc.com. 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.
Communicating with Us
Visit our main website at www.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 at
www.intc.com contains information regarding our recent and historical financial and operational results, strategic priorities,
operating segments, news, investor events and webcasts, stock information, corporate governance and corporate
responsibility initiatives, 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 at corporate.secretary@intel.com, or by mail to April Miller Boise,
Intel Corporation, M/S RNB-5-03, 2200 Mission College Blvd., Santa Clara, California 95054-1549.
For questions regarding: Contact:

Annual meeting Intel Investor Relations
(408) 765-1480
investor.relations@intel.com
Stock ownership for Computershare Trust Company, N.A.
stockholders of record www.computershare.com/contactus
(800) 298-0146 (within the US and Canada)
(312) 360-5123 (worldwide)
Stock ownership for Your broker, bank, or other nominee
beneficial holders
Voting D.F. King
(877) 361-7972 (within the US and Canada)
(212) 269-5550 (worldwide)
Delinquent Section 16(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. 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 SEC 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 2022, except that, due to
administrative error, an amended Form 3 reporting an omitted 401(K) holding by Ms. Johnston Holthaus was filed after the
applicable Form 3 deadline.
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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
April Miller Boise

Corporate Secretary
Santa Clara, California

March 31, 2023

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Appendix A
Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with US GAAP, this document contains references to the non-GAAP
financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental
information about our operating performance, enable comparison of financial trends and 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. These non-GAAP financial measures are
used in our performance-based RSUs and our cash bonus plans.
Starting in the first quarter of 2022, we incrementally exclude from our non-GAAP results share-based compensation and all
gains and losses on equity investments. The adjustment for all gains and losses on equity investments includes the ongoing
mark-to-market adjustments previously excluded from our non-GAAP results.
Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related
income tax effects where applicable. Income tax effects have been calculated using an appropriate tax rate for each
adjustment, as applicable. These non-GAAP financial measures should not be considered a substitute for, or superior to,
financial measures calculated in accordance with US GAAP, and the financial results calculated in accordance with US GAAP
and reconciliations from these results should be carefully evaluated.
Non-GAAP
Adjustment or
Measure Definition Usefulness to Management and Investors
NAND memory We completed the first closing of the We exclude the impact of our NAND memory
business divestiture of our NAND memory business to business in certain non-GAAP measures. While the
SK hynix on December 29, 2021 and fully second closing of the sale is still pending and subject
deconsolidated our ongoing interests in the to closing conditions, we deconsolidated this
NAND memory technology and manufacturing business in Q1 2022 and management does not view
business in Q1 2022. the historical results of the business as a part of our
core operations. We believe these adjustments
provide investors with a useful view, through the eyes
of management, of our core business model and how
management currently evaluates core operational
performance. In making these adjustments, we have
not made any changes to our methods for measuring
and calculating revenue or other financial statement
amounts.
Acquisition- Amortization of acquisition-related intangible We exclude amortization charges for our acquisition-
related assets consists of amortization of intangible related intangible assets for purposes of calculating
adjustments assets such as developed technology, brands, certain non-GAAP measures because these charges
and customer relationships acquired in are inconsistent in size and are significantly impacted
connection with business combinations. by the timing and valuation of our acquisitions. These
Charges related to the amortization of these adjustments facilitate a useful evaluation of our
intangibles are recorded within both cost of current operating performance and comparison to
sales and marketing, general, and administrative our past operating performance and provide
expenses in our US GAAP financial statements. investors with additional means to evaluate cost and
Amortization charges are recorded over the expense trends.
estimated useful life of the related acquired
intangible asset, and thus are generally
recorded over multiple years.
A-1
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Non-GAAP
Adjustment or
Shared-based Share-based compensation consists of charges We exclude charges related to share-based

compensation related to our employee equity incentive plans. compensation for purposes of calculating certain
non-GAAP measures because we believe these
adjustments provide better comparability to peer
company results and because these charges are not
viewed by management as part of our core operating
performance. We believe these adjustments provide
investors with a useful view, through the eyes of
management, of our core business model, how
management currently evaluates core operational
performance, and additional means to evaluate
expense trends, including in comparison to other
peer companies.
Patent settlement A portion of the charge from our IP settlements We exclude the catch-up charge related to prior
represents a catch-up of cumulative periods for purposes of calculating certain non-
amortization that would have been incurred for GAAP measures because this adjustment facilitates
the right to use the related patents in prior comparison to past operating results and provides a
periods. This charge related to prior periods is useful evaluation of our current operating
performance.
excluded from our non-GAAP results;
amortization related to the right to use the
patents in the current and ongoing
periods is included.
Optane inventory Beginning in 2022, we initiated the wind-down of We exclude these impairments for purposes of
impairment our Intel Optane memory business. calculating certain non-GAAP measures because
these charges do not reflect our current operating
performance. This adjustment facilitates a useful
evaluation of our current operating performance and
comparisons to past operating results.
Restructuring and Restructuring charges are costs associated with We exclude restructuring and other charges,
other charges a formal restructuring plan and are primarily including any adjustments to charges recorded in
related to employee severance and benefit prior periods, for purposes of calculating certain non-
arrangements. Other charges include a benefit in GAAP measures because these costs do not reflect
Q1 2022 related to the annulled European our core operating performance. These adjustments
Commission fine, a charge in Q1 2021 related to facilitate a useful evaluation of our core operating
the VLSI Technology LLC litigation, periodic performance and comparisons to past operating
goodwill and asset impairments, certain pension results and provide investors with additional means
charges, and costs associated with to evaluate expense trends.
restructuring activity.
(Gains) losses (Gains) losses on equity investments, net We exclude these non-operating gains and losses for
on equity consists of ongoing mark-to-market adjustments purposes of calculating certain non-GAAP measures
investments, net on marketable equity securities, observable price because it provides better comparability between
adjustments on non-marketable equity periods. The exclusion reflects how management
securities, related impairment charges, and the evaluates the core operations of the business.
sale of equity investments and other.
2023 PROXY STATEMENT A-2

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Non-GAAP
Adjustment or
Gains (losses) Gains (losses) are recognized at the close of a We exclude gains or losses resulting from
from divestiture divestiture, or over a specified deferral period divestitures for purposes of calculating certain non-
when deferred consideration is received at the GAAP measures because they do not reflect our
time of closing. Based on our ongoing obligation current operating performance. These adjustments
under the NAND wafer manufacturing and sale facilitate a useful evaluation of our current operating
agreement entered into in connection with the performance and comparisons to past operating
first closing of the sale of our NAND memory results.
business on December 29, 2021, a portion of the
initial closing consideration was deferred and will
be recognized between first and second closing.
Tax Reform Adjustments for Tax Reform reflect the impact We exclude the impacts of this 2022 change in US
of a change in tax law from 2017 Tax Reform tax treatment of R&D costs for purposes of
related to the capitalization of research and calculating certain non-GAAP measures as we
development (R&D) costs. believe these adjustments facilitate a better
evaluation of our current operating performance and
comparison to past operating results.
Adjusted free cash We reference a non-GAAP financial measure of This non-GAAP financial measure is helpful in
flow adjusted free cash flow, which is used by understanding our capital requirements and sources
management when assessing our sources of of liquidity by providing an additional means to
liquidity, capital resources, and quality of evaluate the cash flow trends of our business. Since
earnings. Adjusted free cash flow is operating the 2017 divestiture, McAfee equity distributions and
cash flow adjusted for (1) additions to property, sales have contributed to operating and free cash
plant and equipment, net of proceeds from flow, and while the McAfee equity sale in Q1 2022
capital grants and partner contributions, (2) would typically be excluded from adjusted free cash
payments on finance leases, and (3) proceeds flow as an equity sale, we believe including the sale
from the McAfee equity sale. proceeds in adjusted free cash flow facilitates a
better, more consistent comparison to past
presentations of liquidity.
Total cash and Total cash and investments is used by This non-GAAP measure is helpful in understanding
investments management when assessing our sources of our capital resources and liquidity position.
liquidity, which include cash and cash
equivalents, short-term investments, and loans
receivable and other.
A-3
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Following are the reconciliations of our most comparable US GAAP measures to our non-GAAP measures presented:
Years Ended (In Millions, Except Per Share Amounts) Dec. 31, 2022 Dec. 25, 2021 Dec. 26, 2020
Net revenue $63,054 $ 79,024 $ 77,867
NAND memory business — (4,306) (4,967)
Non-GAAP net revenue $63,054 $74,718 $ 72,900
Gross margin percentage 42.6% 55.4% 56.0%
Acquisition-related adjustments 2.1% 1.6% 1.6%
Shared-based compensation 1.0% 0.4% 0.4%
Patent settlement 0.3% —% —%
Optane inventory impairment 1.1% —% —%
NAND memory business —% 0.6% 1.8%
Non-GAAP gross margin percentage 47.3% 58.1% 59.8%
1
Earnings per share—diluted $1.94 $4.86 $4.94
Acquisition-related adjustments 0.37 0.36 0.33
Share-based compensation 0.76 0.50 0.44
Patent settlement 0.05 — —
Optane inventory impairment 0.18 — —
Restructuring and other charges — 0.64 0.05
(Gains) losses on equity investments, net (1.04) (0.67) (0.45)
(Gains) losses from divestiture (0.28) — —
NAND memory business — (0.33) (0.22)
Tax Reform (0.20) — —
Income tax effects 0.06 (0.06) (0.03)
Non-GAAP earnings per share—diluted $1.84 $5.30 $5.06
1
For the year ended December 31, 2022, the impact of non-controlling interest to our non-GAAP adjustments is insignificant and thus is not
included in our reconciliation of non-GAAP measures.
Years Ended (In Millions) Dec. 31, 2022 Dec. 25, 2021 Dec. 26, 2020 Dec. 28, 2019 Dec. 29, 2018
Net cash provided by operating activities $15,433 $29,456 $35,864 $32,618 $29,757
Net additions to property, plant and equipment (23,724) (18,567) (14,086) (15,948) (14,649)
Payments on finance leases ($345) — — — —
Sale of equity investment $4,561 — — — —
Adjusted free cash flow ($4,075) $10,889 $21,778 $16,670 $15,108
Net cash used for investing activities ($10,477) ($24,449) ($21,524) ($13,579) ($11,638)
Net cash provided by (used for) financing activities $1,361 ($6,045) ($12,669) ($17,864) ($18,533)
2023 PROXY STATEMENT A-4

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Appendix B
Additional Executive Compensation
Information
Update on CEO New-Hire Equity Awards
Because Intel’s stock price has yet to achieve the threshold goal required, none of
our CEOs new-hire awards tied to stock price growth have earned any value
to date
In 2021, our CEO received a package of new-hire equity awards intended to induce him to join Intel, replace forfeited equity at
his prior employer, and align his incentives with stockholders. The majority of the awards require significant value creation in
order to vest, and their terms have become more challenging following the recent actions we have taken in response to
stockholder feedback. In addition, our current stock price is materially below the price initially used to set the equity award
thresholds. The below table details the current status of these awards, as well as the increase to stock price and market cap
that would be required for threshold vesting.
Compound Annual Market Cap

Originally Stock Price Stock Price Growth Increase
Make- Reported Growth Required Rate Required for Required
Whole Accounting Current Intrinsic for Threshold Threshold Vesting for Threshold
1 1 1 2
Award Type Award Value Value Vesting (%) (%) Vesting ($)
(3)
Matching RSUs $9,909,700 $4,143,272
Vested as of 12/31/2022 $2,416,918
Unvested as of 12/31/2022 $1,726,354 N/A N/A N/A
RSUs $25,107,500 $11,143,417
Vested as of 12/31/2022 $6,500,327
Unvested as of 12/31/2022 $4,643,090 N/A N/A N/A
Relative TSR PSUs $25,469,700 $0 Vesting Based on Relative TSR to S&P 500 IT
Index
Performance Stock Options $29,108,400 $0 $74.47 182% 39% $198.8
billion
Strategic Growth PSUs $34,224,300 $0 $64.54 144% 33% $157.7
billion
Outperformance PSUs $45,721,800 $0 $148.95 464% 74% $506.8
billion
1
Calculated using closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year (December 30, 2022) ($26.43).
2
Calculated using closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year (December 30, 2022) ($26.43),
and the number of outstanding shares of common stock as of December 30, 2022 ($4.137 billion).
3
Reflects company-granted Matching RSUs. Mr. Gelsinger was eligible to receive the Matching RSU grant because he purchased
$10 million of Intel shares (156,764 shares) with his own funds in the first 30 days of employment. Those shares are currently worth
$4,143,272 as of the last trading day of the fiscal year (December 30, 2022). In addition to that purchase, he has bought additional Intel
stock, demonstrating his commitment and confidence in the company and value creation opportunity for stockholders.
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Additional Information Regarding David Zinsner’s

Make-Whole Payments
As disclosed in the public filings from his prior employer (Micron Technology, Inc.), Mr. Zinsner had significant equity awards
due to vest in 2022, 2023, and 2024. The company made Mr. Zinsner whole as to most of his outstanding equity awards by
providing similarly equivalent forms of equity awards and a cash bonus, but, on a net basis, he forfeited approximately
$3 million (M) by leaving his prior employer.
Prior Employer Prior Employer Prior Employer Prior Employer Intel Partial Make- Net Amount
Amount Expected Amount Expected to Amount Expected Total Amount Whole Target Value Forfeited
(1) (1) (1) (1)
to Vest in 2022 Vest in 2023 to Vest in 2024 Forfeited Awarded
RSUs $5.2M $2.9M $1.5M $12M

Performance $5.1M $4.0M $2.1M $5M
Awards
Options $1.1M - -
Cash - - - $2M
Total $11.4M $6.9M $3.6M $22M $19M $3M
1
Assumed stock price of $86.04 for Mr. Zinsner’s outstanding equity awards from his prior employer.
Additional Information Regarding Christoph Schell’s

Make-Whole Payments
As disclosed in the public filings from his prior employer (HP Inc.), Mr. Schell had significant equity awards due to vest in 2022
and 2023. The company made Mr. Schell whole as to the time-vesting RSUs expected to vest in 2022 as of the time Intel was
negotiating the offer for Mr. Schell. The company did not make Mr. Schell 100% whole for his outstanding equity awards from
his prior employer, and in fact, on a net basis, he forfeited approximately $13 million (M) by leaving his prior employer.
Prior Employer Amount Prior Employer Amount Prior Employer Intel Partial Make- Net Amount
(1)
Expected to Vest in Expected to Vest in 2023 Total Amount Whole Target Value Forfeited
(1) (1)
2022 Forfeited Awarded
RSUs $20.3M $1.4M

Performance $5.9M $2.6M
Awards
Options $1.4M $1.4M
Cash - - $20M
Total $27.6M $5.4M $33M $20M $13M
1
Assumed stock price of $37.46 for Mr. Schell’s outstanding equity awards from his prior employer.
2023 PROXY STATEMENT B-2

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Appendix C
2006 Equity Incentive Plan
AS AMENDED AND RESTATED EFFECTIVE MAY 12, 202211, 2023
1. PURPOSE
The purpose of this Intel Corporation 2006 Equity Incentive Plan (the “Plan”) is to advance the interests of Intel Corporation,
a Delaware corporation, and its Subsidiaries (hereinafter collectively “Intel” or the “Corporation”), by stimulating the efforts of
employees, Outside Directors, and Consultants who are selected to be participants on behalf of Intel, aligning the long-term
interests of participants with those of stockholders, heightening the desire of participants to continue in working toward and
contributing to the success of Intel, assisting Intel in competing effectively with other enterprises for the services of new
employees, Outside Directors, and Consultants necessary for the continued improvement of operations, and to attract,
motivate and retain the best available individuals for service to the Corporation. This Plan permits 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 service, passage of time or satisfaction of performance criteria as shall be specified pursuant to the Plan
2. DEFINITIONS
(a) “Award” means a stock option, stock appreciation right, restricted stock or restricted stock unit granted to a Participant
pursuant to the Plan.
(b) “Board of Directors” means the Board of Directors of the Corporation.
(c) 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” shall mean the committee appointed by the Board of Directors from among its members to administer the
Plan pursuant to Section 3.
(e) “Consultant” means any person, including an advisor, who is (i) engaged by the Corporation to render consulting or
advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of a
Subsidiary and is compensated for such services. However, service solely as an Outside Director, or payment of a fee for
such service, will not cause an Outside Director to be considered a “Consultant” for purposes of the Plan.
Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Registration Statement on
Form S-8 or a successor form under the Securities Act of 1933, as such may be amended from time to time, is available
to register either the offer or the sale of the Corporation’s securities to such person.
(f) “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.
(g) “Outside Director” shall mean a member of the Board of Directors who is not otherwise an employee of the Corporation.
(h) “Participants” shall mean those individuals to whom Awards have been granted from time to time and any authorized
transferee of such individuals.
(i) “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 Performance Criteria specified in Section 10(b).
(j) “Plan” means this Intel Corporation 2006 Equity Incentive Plan, as amended from time to time.
(k) “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.
(l) “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.
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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 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 service, 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.
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(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 or service provider under the Plan (including whether a Participant shall be deemed to
have experienced a termination of employment or service, 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 or providing services to 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 or other service 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 or other service provider who transitions to service with 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.
4. PARTICIPANTS
Awards under the Plan may be granted to any person who is an employee, Outside Director, or Consultant of the Corporation.
Outside Directors may be granted Awards only pursuant to Section 9 of the Plan. The status of the Chair of the Board of
Directors as an employee or Outside Director shall be determined by the Committee.
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 March
21, 2022 15, 2023 and became effective on May 12, 202211, 2023.
(b) Expiration Date. The Plan shall remain available for the grant of Awards until June 30, 20256 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 December 31March 1, 2022 pursuant to Awards under the Plan is 428,500,000 324,900,000. 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 stock option exercise price.
(b) Tax Code and Individual Award 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 exceed
4,000,000. The maximum 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 exceed 4,000,000.
Notwithstanding anything to the contrary in this Plan, the foregoing limitations shall be subject to adjustment under
Section 11. The aggregate number of Shares issued after December 31March 1, 2022 pursuant to incentive stock
options granted under the Plan shall not exceed 428,500,000 324,900,000, 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.
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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”).
(b) Grants of Awards. An Award may consist of one of the foregoing arrangements or benefits or two or more of them in
tandem or in the alternative.
8. EMPLOYEE AND CONSULTANT 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 and Consultant 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 Share on the date of grant. For purposes of the Plan, “market value” shall mean the average of the
high and low sales prices of the Corporation’s common stock. The exercise price of a Stock Option shall be paid in
cash or in such other form if and to 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 under a broker-assisted sale and remittance program acceptable to the
Committee.
(ii) No Repricing. Other than in connection with a change in the Corporation’s capitalization or other transaction as
described in Section 11(a) through (d) of the Plan, 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 (except in the case of a
transaction described in Section 11(a) through (d) of the Plan), cancel and re-grant or exchange such Stock Option
or SAR for a new Award with a lower (or no) purchase price or for cash.
(iii) No Reload Grants. Stock Options shall not be granted under the Plan in consideration for and shall not be
conditioned upon the delivery of Shares to the Corporation in payment of the exercise price and/or tax withholding
obligation under any other Stock Option.
(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 shall have the right to make the timing of the ability to exercise any
Stock Option or SAR subject to continued service, the passage of time and/or such performance

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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 part 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.
Each Stock Option or SAR that vests in full in less than five (5) years (standard grants) must expire within 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 to the end of the
stated term of the Award in the event of the termination of employment or service of the Participant to whom it
was granted.
(v) Suspension or Termination of Stock Options and SARs. If at any time (including after 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 estate shall be entitled to exercise any Stock Option or SAR whatsoever. 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 Option
Proceeds (as defined below) resulting from any sale or other disposition (including to the Corporation) of Shares
issued or issuable upon exercise 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 or SARs. Subject to the express provisions
of the Plan, the Committee may provide that the Shares issued upon exercise of a Stock Option or SAR shall be
subject to such further conditions or agreements as the Committee in its discretion may specify prior to the
exercise of such Stock Option or SAR, including, without limitation, conditions on vesting or transferability,
forfeiture or repurchase provisions. The obligation to make payments with respect to SARs may be satisfied
through cash payments or the delivery of Shares, or a combination thereof as the Committee shall determine.
(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 him
or her under the Plan or any other plan established by the Corporation, amounting to more than ten percent (10%)
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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, guarantee 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 exceeds 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 and Consultant 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 make 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 service, passage of time and/or such performance criteria and level of achievement versus these
criteria as deemed appropriate by the Committee, which criteria may be based on financial performance and/or
personal performance evaluations. No 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.
(iv) Termination of Employment or Service. 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) Restricted Stock 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 Stock Units. If at any time 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

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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 to each Outside Director in a fiscal year of the Corporation (“Outside Director Awards”) 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.
10. OTHER PROVISIONS APPLICABLE TO AWARDS
(a) Transferability. Unless the agreement or 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 to Form 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 Form S-8 under the 1933 Act
as amended from time to time, provided that 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 modified
as the Committee shall determine appropriate, and as a condition to such transfer the transferee shall execute an
agreement agreeing to be bound by such terms; provided further, that an ISO may be transferred or assigned only to the
extent consistent with Section 422 of the Code. Any purported assignment, transfer or encumbrance that does not
qualify under this Section 10(a) shall be void and unenforceable against the Corporation.
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(b) Performance Criteria. For purposes of this Plan, the term “Performance Criteria” shall mean any one or more of the
following performance criteria, either individually, alternatively or in any combination, applied to either the Corporation
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. generally accepted accounting principles (“GAAP”) or
non-GAAP basis, in each case as specified by the Committee in the Award: (a) cash flow, (b) earnings per share, (c)
earnings before one or 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) 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. The Committee
may appropriately adjust any evaluation of performance under a 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 Performance Criteria. Notwithstanding satisfaction of any completion
of any 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 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 manner of sales by 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. In the case of a grant of an Award to any Participant employed by or providing services to a
Subsidiary, such grant may, if the Committee so directs, be implemented by Intel issuing any subject Shares to the
Subsidiary, for such lawful consideration as the Committee may determine, upon the condition or understanding that
the Subsidiary will transfer the Shares to the Participant in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Award may be
issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee
shall determine.

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(g) Compensation Recovery. This provision applies to any policy adopted by any exchange on which the securities of the
Corporation are listed pursuant to Section 10D of the Exchange Act. To the extent any such policy requires the
repayment 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 agrees to the repayment of such amounts to 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, except as expressly provided herein or
by the Committee, (i) the issuance by the Corporation of shares of stock or any class 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 dividend in property other than Shares, or (iii) the occurrence of any similar transaction,
and 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 to Stock Options or other Awards theretofore granted or the purchase price
per Share, unless the Committee shall determine, in its sole discretion, that an adjustment is necessary or appropriate.
(b) If the outstanding Shares or other securities 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, reorganization 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 this Plan and to the limits under Sections 6 and 9 and that are subject to any Awards
theretofore granted, 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 vesting 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 Shares 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) Increase the maximum number of Shares for which Awards may be granted under this Plan;
(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;
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(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(b).
In addition, no such amendment or alteration shall be made which would impair the rights of any Participant, without such
Participant’s consent, under any Award theretofore granted, provided that no such consent shall be required with respect to
any amendment or alteration if the Committee determines in its sole discretion that such amendment or alteration either (i) is
required or advisable in order for the Corporation, the Plan or the Award to satisfy or conform to any law or regulation 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) No Right to Employment, Directorship, or Consultancy. 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 continue
to be an employee, Outside Director, or Consultant 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 whenever in the sole discretion of the Corporation or a Subsidiary, as the case may be, it may determine to do
so.
(b) Governing Law. This Plan and any agreements or other documents hereunder shall be interpreted and construed in
accordance with the laws of the State of Delaware and applicable federal law. The Committee may provide that any
dispute as to any Award shall be presented and determined in such forum as the Committee may specify, including
through binding arbitration. Any reference in this Plan or in the agreement or other document evidencing any Award 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’s participation in the Plan, the Corporation may use the
services of a third party administrator, including a brokerage firm administrator, and the Corporation may provide this
administrator 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 rights and account data as it relates to Awards under the Plan.
16. NON-EXCLUSIVITY OF PLAN
Neither the adoption of this Plan by the Board of Directors nor the submission of this Plan to the shareholders of the
Corporation for approval shall be construed as creating 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.

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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 law or any ruling or regulation of any government body which the Committee shall determine to be
necessary or advisable. To the extent the Corporation is unable to or the Committee deems it infeasible to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Corporation’s counsel to be necessary or
advisable for the lawful issuance and sale of any Shares hereunder, the Corporation shall be relieved of any liability with
respect to the failure to issue or sell such Shares as to which such requisite authority shall 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 Corporation shall not be liable to a Participant or other persons as to: (a) the non-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 necessary to the lawful issuance and sale of any Shares hereunder; and (b) any tax consequence
expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Stock Option or
other Award granted hereunder.
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Helpful Resources
Annual Meeting
Proxy and supplemental materials www.proxyvote.com
Online voting for registered/beneficial holders www.proxyvote.com
Webcast www.virtualshareholdermeeting.com/Intel22
SEC website on proxy matters www.sec.gov/spotlight/proxymatters
Electronic delivery of future proxy materials www.proxyvote.com
Board of Directors
Intel Board www.intc.com/board-and-governance/board-of-directors
Board Committees www.intc.com/board-and-governance/board-committees
Audit & Finance Committee Charter www.intc.com/board-and-governance/governance-documents
Compensation Committee Charter www.intc.com/board-and-governance/governance-documents
Corporate Governance & Nominating Committee
Charter www.intc.com/board-and-governance/governance-documents
Board of Directors Charter of the Lead Director www.intc.com/board-and-governance/governance-documents
M&A Committee Charter www.intc.com/board-and-governance/governance-documents
Contact the Board www.intc.com/board-and-governance/contact-the-board
Financial Reporting
Annual report www.intc.com/filings-report/annual-reports
Filings and reports www.intc.com/filings-reports
Intel
Corporate website www.intel.com/content/www/us/en/homepage.html
Management Team www.intc.com/about-intel/management-team
Investor Relations www.intc.com/
ESG www.intel.com/responsibility
Governance Documents
Certificate of Incorporation www.intc.com/board-and-governance/governance-documents
Bylaws www.intc.com/board-and-governance/governance-documents
Intel Code of Conduct www.intc.com/board-and-governance/governance-documents
Corporate Governance Guidelines www.intc.com/board-and-governance/governance-documents
Stock Ownership Guidelines
(for Management and Board) www.intc.com/board-and-governance/governance-documents
Acronyms Used
AI Artificial Intelligence IFS Intel Foundry Services operating segment
ASIC Application-specific integrated circuit IIRC International Integrated Reporting Council
CAGR Compounded annual growth rate ISG Investor Stewardship Group
CPU Processor or central processing unit R&D Research and development
EPS Earnings per share SASB Sustainability Accounting Standards Board
ESG Environmental, social, and governance SEC Securities and Exchange Commission
FPGA Field-programmable gate array STEM Science, technology, engineering, and mathematics
GAAP Generally Accepted Accounting Principles TCFD Task Force on Climate-Related Financial Disclosures
GPU Graphics processing unit TSR Total shareholder return
GRI Global Reporting Initiative XPU A term for processors that are designed for one of four
IDM Integrated device manufacturer, a semiconductor major computing architectures: CPU, GPU, AI
company that both designs and builds chips accelerator, and FPGA
The paper utilized in the production of this proxy statement is all certified for Forest Stewardship Council (FSC®)
standards, which promote environmentally appropriate, socially beneficial, and economically viable management
of the world’s forests. This proxy statement is printed at a facility that uses exclusively vegetable based inks, 100%
renewable wind energy, and releases zero VOCs into the environment.

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Table of Contents

Non-Qualified Deferred Compensation for Fiscal Year 2022

2023 PROXY STATEMENT 109

Employment Contracts and Change in

Other Potential Post-Employment Payments

Equity Award Termination Provisions

2023 PROXY STATEMENT 111

Additional Compensation Matters

Pay Versus Performance

Pay for Performance Table

PEO Non-PEO NEOs

2023 PROXY STATEMENT 113

Amounts Deducted from Amounts Added to Summary Compensation Table Total

Amounts Added to Summary Compensation Table Total

Amounts Deducted from Amounts Added to Summary Compensation Table Total

2022 Performance Measures

Three Most Important Performance Measures

Relationship Between “Compensation Actually Paid” and Performance

Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)

2023 PROXY STATEMENT 115

Recommendation of the Board

Key Changes to the 2006 EIP

Reasons to Vote for the Proposal

2023 PROXY STATEMENT 117

Background on Equity Compensation at Intel

Net Burn Rate, Gross Burn Rate, and Overhang

2023 PROXY STATEMENT 119

Plan Term: May 17, 2006 to June 30, 2026

Non-Employee Director Awards

2023 PROXY STATEMENT 121

Amendments Requiring Stockholder Approval

US Federal Tax Consequences

2023 PROXY STATEMENT 123

New Plan Benefits; Market Value of Securities

Existing Plan Benefits

Name and Position Stock Options PSUs RSUs

Recommendation of the Board

Equity Compensation Plan Information

2023 PROXY STATEMENT 125

Recommendation of the Board

How We Consider Stockholder Feedback

Stockholder Proposal Requesting Adoption of an Executive

2023 PROXY STATEMENT 127

Board of Directors’ Response

Our executive compensation programs encourage a focus on long-term performance

Recommendation of the Board

2023 PROXY STATEMENT 129

Stockholder Proposal Requesting Commission and

Board of Directors’ Response

2023 PROXY STATEMENT 131

Recommendation of the Board

2023 PROXY STATEMENT 133

Additional Meeting Information

How do I attend the meeting?

Stockholders of Record Beneficial Stockholder

2023 PROXY STATEMENT 135

How are Proxies Solicited and What is the Cost?

Who Counts the Votes?