Intel : 2024 Proxy Statement (ADA Accessible

Table of Contents

• Letter from Your Board Chair
  6 Introduction to Our Business
  12 Meeting Notice and Voting Roadmap

Corporate Governance Matters

1. Proposal 1: Election of Directors
2. Corporate Governance Roadmap
3. Board Overview

20 Board Skills

1. Board Composition and Refreshment

1. Board Structure and Engagement

1. Board Accountability

1. Board Oversight

1. Director Compensation

1. Certain Relationships and Related Transactions

47 Security Ownership of Certain Beneficial Owners and Management

Audit Matters

48 Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

50 Report of the Audit & Finance Committee

Compensation Matters

1. Proposal 3: Advisory Vote to Approve Executive Compensation of Our Named Executive Officers (NEOs)
2. Letter from the Talent and Compensation Committee

1. Compensation Discussion and Analysis
2. Executive Summary

61	2023 Compensation of Our NEOs

1. Other Aspects of Our Executive Compensation Programs

1. Report of the Talent and Compensation Committee
2. Executive Compensation Tables

Additional Compensation Matters

94 CEO Pay Ratio

94 Pay Versus Performance

97 Equity Compensation Plan Information

Stockholder Proposals

98 Proposals 4-6

Additional Meeting Information

1. How the Meeting will be Conducted

1. How to Attend the Meeting
2. How to Vote

Other Matters

1. 2025 Stockholder Proposals or Nominations

1. Communicating with Us

1. Delinquent Section 16(a) Reports
2. Stockholders Sharing the Same Last Name and Address

Appendices

A-1 Appendix A: Non-GAAP Financial Measures

B-1 Appendix B: Additional Executive Compensation Information

C-1 Appendix C: Independence Related Matters

Index of Frequently

Requested Information

1. Corporate Responsibility Initiatives
2. Human Capital Management

1. Board Evaluations
2. Board Diversity

1. Director Biographies

1. Director Independence

1. Director Skills / Experience Matrix

1. Other Board Commitments

1. Tenure

1. Board and Committee Engagement
2. Board Committees

1. Board Leadership

1. Code of Conduct

1. Corporate Responsibility Oversight

1. Cybersecurity Oversight

1. Director Attendance

1. Enterprise Risk Management Oversight

1. Ethics, Legal and Regulatory Oversight

1. Human Capital Management

1. Stockholder Engagement

1. Strategy Oversight

50 Auditor Fees

49 EY Re-Engagement Factors

62 Compensation Consultant

91 Deferred Compensation Table

1. Grants of Plan-Based Awards Table

1. NEOs for 2023

1. Options Exercises & Stock Vested Table

1. Other Compensation Table

1. Outstanding Awards Table

62 Peer Group

90 Pension Benefits Table

1. Post-EmploymentPayments

1. Say-On-PayResponsive Actions

1. Summary Compensation Table

On behalf of our Board of Directors, we are making these materials available to you beginning on or about March 28, 2024 in connection with Intel's solicitation of proxies for our 2024 Annual Meeting.

2024 PROXY STATEMENT 3

Letter from Your Board Chair

Dear Stockholder,

Intel delivered a series of notable accomplishments in 2023 that are critical to accelerating its momentum and a sign of the transformation that will continue to create stockholder value in the years ahead. The company's senior leadership team, led by CEO Pat Gelsinger, worked tirelessly in 2023 with a rigorous focus on execution, which included advancing its process and product roadmaps, transitioning to a new foundry model to drive cost competitiveness, and implementing a new strategy to bring

AI everywhere.

While we achieved important milestones and delivered on our commitments for the year, we have much more work to do. In 2024, we are laser-focused on delivering leadership products and meeting our financial targets while continuing to transform Intel across every category and segment in which we compete.

Strong Execution of our Transformation and a Clear Vision for a New Intel

Three years ago, we outlined our ambition to revitalize Intel by setting the company on a path to regain process and product leadership, establish an at-scale foundry business, and build manufacturing capacity across a more resilient, globally diversified supply chain. While transformation at this scale takes years, Intel is moving at pace to deliver on this vision.

In 2023, we made significant progress on our goal of delivering five nodes in four years (5N4Y)-bringing process leadership within reach. In fact, we are moving beyond 5N4Y with Intel 14A, which is designed to extend our process leadership into the latter part of the decade. These feats of engineering demonstrate that our transformation has taken hold.

Our rapid progress in advancing process technology enabled the development of leadership products, both for Intel and for our Foundry customers, and significantly expanded our revenue opportunity. Furthermore, we continued to strengthen our ability to expand global manufacturing capacity, supported by anticipated incentives from the US CHIPS and Science Act, the EU, and Israel.

Our strategic progress was underpinned by strong financial and operational discipline. We delivered

$3 billion in cost savings for the year and took strategic portfolio actions to unlock significant value for our stockholders, including the sale of a stake in IMS Nanofabrication and the announcement of our intention to independently capitalize Altera®, an Intel company (formerly Intel Programmable Solutions Group).

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Letter from Your Board Chair

Looking ahead, our growth opportunity is supercharged by AI, where we have the unique ability to participate across the semiconductor landscape with Intel Products and Intel Foundry. While still in the early stages, we have an unwavering focus on strengthening our market position to capitalize on this vast opportunity.

The Board's Deep Engagement with Intel's Strategy and Stockholders

Your board of directors is focused on enabling the company's transformation in full alignment with stockholders' interests. In this effort, board members, individually and collectively, are deeply engaged with Intel management overseeing the execution of the company's strategy. Directors regularly hold in-depth discussions with Intel's executive team and key business leaders and conduct ongoing reviews of progress across initiatives including 5N4Y, Intel Foundry, and AI strategy. In addition, your board remains focused on capital allocation, liquidity and capital expenditure, and other investment plans, including the ongoing evaluation of potential transactions to unlock value.

The board regularly engages with stockholders, on these issues in addition to execution oversight and sustainability and governance practices as well as executive compensation, among others. In 2023, Dion Weisler and I led outreach efforts to stockholders owning ~68% of the institutionally held shares of the company and met with stockholders representing ~48% of those shares. These conversations are both opportunities to share our thinking directly with owners and for the board to hear and learn from them. This process makes the company better and we remain dedicated to an active and ongoing dialogue.

Governance and Board of Directors

The composition of Intel's board reflects a diversity of expertise, industry experience, and backgrounds. We maintain a thoughtful director refreshment process to ensure our board continues to comprise the right mix of skills and perspectives to guide and oversee Intel's transformation. We have added four directors in the last three years, recently welcoming Stacy Smith back to Intel as an independent director. Our director identification process is ongoing as we continually seek highly qualified candidates, focused in areas where additional depth on the board can support current and future company priorities and opportunities.

My strong confidence and optimism in Intel's future is enabled by the tremendous technical and manufacturing accomplishments of the past few years and, critically, by the many Intel team members around the globe who drove these achievements. As we look ahead, our commitment to work alongside fellow directors to drive amazing solutions for our customers and create long- term value for stockholders is unwavering.

We thank you for your continued feedback, investment, and trust in Intel.

Sincerely,

Frank D. Yeary

Chair of the Board

2024 PROXY STATEMENT 5

Introduction to Our Business

We are an industry leader

and a catalyst for technology innovation and products that revolutionize the way we live. We are committed to harnessing the breadth and scale of our reach to have a positive effect on business, society, and the planet.

	Products	Foundry
We are focused on designing and developing	We are the world's largest US-based, global manufacturer
semiconductor products that deliver leadership	of leading-edge semiconductors, and are utilizing our
performance and end-to-end solutions from silicon	manufacturing experience, scale, and technologies to
through software to serve an increasingly smart and	create a world-class systems foundry for the AI era for
connected world powered by AI	Intel products and external customers
▪	PCs	▪ Global, resilient, more sustainable, and trusted
▪	Data center	▪ Offering a full suite of node evolutions
▪ Network and edge computing	▪ Providing full-stack optimization from factory network
▪ Emerging fields such as autonomous driving	to software

Our purpose

is to create world- changing technology that improves the life of every person on the planet.

Our values

guide how we make decisions, treat each other, and serve our customers. They also underpin how we achieve our purpose.

More than simply words, our values are the common thread that unites us.

Customer First

Inclusion

Fearless Innovation

Quality

Results Driven

Integrity

One Intel

Technology Superpowers Fuel Our Strategic Pillars

We expect to see continued demand for processing power over the next decade with semiconductors as the underlying technology powering this digital expansion. The demand for compute is being accelerated by five superpowers, which we intend to harness for our strategy to win by focusing on four strategic pillars.

Technology Superpowers

Artificial Intelligence: Intelligence everywhere, turning infinite data into actionable insight

Ubiquitous Compute: Everything we interact with involves computer technology

Pervasive Connectivity: Everything and everyone is connected

Cloud-to-Edge Infrastructure: Unlimited scale and capacity combined with unlimited reach, while simultaneously addressing the need for lower latency and higher bandwidth

Sensing: Through advancements in AI, telemetry, photonics, mapping, and more, machines are adopting human-centric abilities for smarter, more useful data

Strategic Pillars

Product Leadership

We intend to lead and democratize compute with Intel x86 and xPU.

Open Platforms

We aim to deliver open software and hardware platforms with industry-leading standards.

Manufacturing at Scale

Our IDM 2.0 strategy combines three capabilities: our internal factory network, strategic use of foundry capacity, and our systems foundry.

Our People

Our world-class talent is at the heart of everything we do. We strive to have a positive effect on business, society, and the planet.

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Introduction to Our Business

Our Transformation Agenda

Executing to Regain Process Technology Leadership

Closing in on Five Nodes in Four Years

Intel	4th Gen	5th Gen
Intel®	Intel®
7
Xeon®	Xeon®
Intel	First EUV	Intel®
4	node	Core™ Ultra
Intel	Sierra	Granite
3	Forest	Rapids
Intel	PowerVia +	Arrow
20A	RibbonFET	Lake
	Clearwater	Panther
Intel
18A	Forest	Lake

Building a World-Class	Bringing AI Everywhere
Systems Foundry

At Scale, Geo Diverse, and Resilient

Long-standing Sustainability Leadership

Unique Advanced Packaging IP

Expanding Ecosystem with Cadence,

Synopsys, Tower & UMC Collaborations

Wafer & Advanced Packaging

Customer Momentum

Expanded US Dep. of Defense's RAMP-

C Program, led by Intel on Intel 18A

Multigen Arm Agreement enabling Low- power Compute SoCs on Intel 18A

Creating a Systems Foundry for the AI Era

• Leading-edgeRoadmap beyond Intel 18A
  Expected transistor leadership at Intel 18A; Intel 14A expected in 2026 as industry's first process technology using High Numerical Aperture EUV lithography; glass substrates in development for next generation advanced packaging
• Specialized Node Evolutions for Varying Customer Requirements
  Specialized nodes from leading-edge to mature address varying customer requirements such as communications infrastructure, networking, and mobile
• Full Stack Optimization from Factory Network to Software
  Empowers customers to innovate across the entire system through continuous technology improvements, reference designs, and new standards, with security embedded throughout

Launchpad for participating in 100% of the total

• addressable market for AI silicon logic

Executing Our Strategies with Financial Discipline

Smart Capital

• Capacity Investment Aggressively building out Arizona, Ohio, and Germany manufacturing shell space to meet demand
• Innovative Growth Financing Working with US + EU governments to benefit from CHIPs incentives, utilizing semi co-investmentprogram (SCIP) capital, and gaining customer commitments (18A prepay)
• Effective External Foundry Use Disaggregated roadmap

Operational

Efficiencies

• Internal Foundry Model
  2024 product & manufacturing segment separation to change culture, create the right organizational incentives, and increase transparency to stockholders
• Operating Expense Efficiencies Met $3B 2023 cost savings goal, and driving towards long-termmargin improvements
• Optimizing Portfolio Exited 10 businesses since
  Q2 2021; $1.8B in annual savings

Value Unlock

• Mobileye Public Offerings Initial and secondary public offerings raised $2.6B
• IMS Nanofabrication Partial Sale
  Raised $1.4B in cash at $4.3B valuation; enables deeper cross- industry collaboration
• Launch Altera, an Intel Company as a Standalone Business Separate reporting for Altera (formerly PSG) starting in Q1 2024; driving towards partial sale and/or initial public offering

2024 PROXY STATEMENT 7

Introduction to Our Business

Our Global Presence

~125 thousand

employees worldwide

United States

California

Corporate headquarters

Oregon

Gordon Moore Park campus - home of Intel's technology development organization

World's first High-NA EUV lithography tool, planned for use with leading-edge process nodes beyond Intel 18A

Planning multibillion dollar expansion to R&D facilities and semiconductor manufacturing capacity

Latest Investment: planning phase

Arizona

Intel's largest semiconductor manufacturing facility

Expansion of two fabs for future production on Intel 20A and Intel 18A

Ongoing Investment: $20B

New Mexico

Semiconductor technology development and manufacturing site

Expansion providing new advanced packaging capacity

Ongoing Investment: $3.5B

53 countries

in which we operate

Ohio

Constructing two new leading- edge fabs at a new US semiconductor manufacturing mega-site

Ongoing Investment: $20B

Central America

Costa Rica

State-of-the-art R&D and global services center

Assembly & test facility

Europe

Ireland

One of Europe's leading semiconductor manufacturing facilities

New fab opened in 2023 with production on Intel® Core™ Ultra on Intel 4

Germany

Announced plan to build two new leading-edge wafer fabs

Facility: Wafer Fab

Planned Investment: €30B

$25.8 billion

in gross capital investments in 2023

Poland

Intel's largest R&D facility in Europe

Announced plan to build new assembly & test

Planned Investment: $4.6B

Middle East

Israel

Technology development sites and manufacturing facility

Home to Mobileye business Ongoing Investment: $25B

Asia

China

Assembly & test facility

Malaysia

Intel's 1st international assembly & test facility

Building a new advanced packaging facility

Ongoing Investment: $7B

Vietnam

Our largest assembly & test facility

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due to the

Introduction to Our Business

Our Financial Highlights

Revenue

2023 vs. 2022: Lower revenue in CCG,

DCAI, and NEX driven by customer inventory corrections impacting demand and volumes.

2022 vs. 2021: Lower revenue in CCG and DCAI, higher revenue in NEX, and lack of NAND revenue compared to 2021

divestiture in Q1 2022.

Gross Margin

2023 vs. 2022: Lower GAAP gross margin from lower revenue, higher unit cost, and higher excess capacity charges, partially offset

by the sell-through of previously reserved inventory, lower inventory reserves taken in 2023, lower product ramp costs, and the absence of one-time charges recognized in 2022.

2022 vs. 2021: Lower GAAP gross margin from lower revenue, higher unit cost, lack of NAND gross margin, higher period charges from the ramp of Intel 4, and higher inventory reserves.

Diluted EPS Attributable to Intel

2023 vs. 2022: Lower GAAP EPS from lower gross margin and absence of one-time gains recognized in 2022, partially

offset by lower R&D and marketing, general, and administrative spending, and a higher tax benefit.

2022 vs. 2021: Lower GAAP EPS from lower gross margin, higher operating expenses from additional investment in

R&D, partially offset by higher gains on equity investments and a tax benefit.

Cash Flow

2023 vs. 2022: Lower operating cash flow primarily driven by lower net income,

partially offset by favorable changes in working capital and other adjustments.

2022 vs. 2021: Lower operating cash flow driven by lower operating income, partially offset by favorable working capital changes.

See "Appendix A: Non-GAAP Financial Measures" on page A-1 for a reconciliation of the non-GAAP measures, including Adjusted Free Cash Flow, to the nearest GAAP measure.

2024 PROXY STATEMENT 9

Introduction to Our Business

Corporate Responsibility Initiatives

With our corporate responsibility "RISE" strategy, and our 2030, 2040, and 2050 sustainability goals, we aim to create a more responsible, inclusive, and sustainable world, enabled through our technology and the expertise and passion of our employees. Our strategy not only raises the bar for ourselves and our value chain but also increases the scale and global impact of our work through continued collaborations with our customers and a broad range of stakeholders. We aim to harness the power of technology to solve increasingly complex and interconnected global challenges during this decade and beyond. We know that acting alone, Intel cannot achieve the broad, societal impact we aspire to. That is why we regularly engage with investors regarding our RISE goals and progress, including in our governance engagements and ESG Roadshow.

Our world-class talent is at the heart of everything we do. We continue to be inspired by the many ways our employees have driven progress on our goals in the face of a challenging external environment, and by the positive stakeholder feedback and increased interest to work together to accelerate global impact. We are harnessing the breadth and scale of our

reach - through people and across the industry - to have a positive effect on business, society, and the planet. For additional details (and any definitions) about our corporate responsibility initiatives, see our Corporate Responsibility Report.

Responsible

Lead in advancing safety, wellness, and responsible business practices across our global manufacturing operations, our value chain, and beyond

Collaborating to Advance AI Safety

Thru MLCommons® Working Group, The AI Alliance, NIST, and others

RAI Principles

Updated and made public

$27M

In fees returned to suppliers' workers (since 2014)

3TG+

Responsible mineral sourcing (Al, Cu, Ni & Ag)

Inclusive

Advance inclusion across our global workforce and industry, and expand opportunities for others through inclusive technology, practices, and digital readiness initiatives

#4

Most just company by JUST Capital, leading our industry in 2024

Intel's AI Global Impact Festival

New student award for utilizing AI to promote accessibility

45+

Employee resource groups, affinity groups, and leadership councils

~$1.6B

Diverse supplier annual spending in 2023

Sustainable

Be a global leader in sustainability and enable our customers and others to reduce their environmental impact through our actions and technology

Climate Transition Action Plan

Outlines our roadmap, risk management, and transition opportunities

99%

Renewable electricity use across global operations

Net Zero

GHG emissions commitment for scope 1 and 2 (by 2040) and upstream scope 3 (by 2050)

$425M

Of green bond proceeds allocated in first-year update to support operational sustainability

Enabling

Through innovative technology and the expertise and passion of our employees, we enable positive change within Intel, across our industry, and beyond

~3.8M

Volunteer hours (since 2020)

370

Tech impact projects funded via the Intel RISE Technology Initiative in

42 countries (since 2020)

Improved accessibility

Experiences when connecting hearing aids to Intel® Evo™ laptops

5.8M

People trained via Intel® Digital Readiness Programs globally

All tabular data is as of December 31, 2023 or during 2023 unless otherwise noted. Portions of the tabular data are preliminary, with final information to be reported in our 2023-2024 Corporate Responsibility Report. 3TG+: Beyond tin, tantalum, tungsten and gold; Al - Aluminum, Cu- Copper, Ni - Nickel, and Ag - Silver.

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