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AGM 2020

May 14, 2020

Speaker 1

Good morning. And I'm Omar Ishrak and I'm the Chairman of the Board of Directors at Intel. And on behalf of the board and our management team, I'd like to welcome our stockholders and others who have joined us for our 2020 Annual Stockholders Meeting. This year's meeting due to COVID-nineteen is audio only, but we will have the presentation slide deck available for you on your screen. I now call this meeting to order.

You will find today's meeting agenda on the portal. Before we launch into the agenda items, I trust everyone is safe and staying healthy. 1st, I want to thank and commend all the Intel employees and supply chain partners who have helped keep Intel's business operating during these challenging times. I'd like to stress that ensuring the safety and well-being of Intel's global workforce has and will continue to be Intel's number one priority. Our world is relying on essential technology that Intel delivers to cope with and combat this pandemic and better prepare society for future crises.

Bob will talk about the many ways in which Intel is responding to this challenge. Let me just say that I'm proud to have witnessed firsthand Intel's passion for applying technology to enrich human lives as we collaborated with Medtronic to deliver new capabilities to ventilators which safeguard healthcare workers from infection. Solving problems with purpose is in Intel's DNA and I'm confident that we will persevere through this crisis. As stated earlier, you'll find the meeting agenda on the portal. I'm joined by Bob Swan, our CEO and Susie Giordano, our Corporate Secretary.

Susie and I will conduct a formal portion of this meeting and Susie will record the minutes. Bob will provide an Intel business update and then we will address stockholder questions. As you all know, this is a virtual meeting where we invite all stockholders to participate and also welcome non stockholders to hear the meeting. In order to provide our stockholders the broadest opportunity to ask questions, we've had the stockholder question portal open since March 31. We will also take live questions during this meeting.

Any stockholder who would like to ask a question can do so by typing the question in the Ask a Question box and clicking Submit. During the Q and A session, we will be answering both questions submitted to us prior to and during the meeting. Please limit yourself to one question. Please know that we're continuing to that we're committed to answering your questions and any questions that we are not able to address during the meeting due to time constraints will be answered on our website. I will now turn it over to Susie to begin the formal part of the meeting.

Speaker 2

Thank you, Omar. Good morning. We have an affidavit from Broadridge certifying that the stockholders of record as of March 16, 2020, were mailed notice of meeting and proxy materials on March 31, 2020. The affidavit of mailing and notice will be filed with the minutes of this meeting. Mr.

Jim Alden of American Election Services, who has already taken his oath of office, will be serving as Inspector of Elections for today's meeting. Mr. Alden has called in today and is available to answer questions during the Q and A session. As of the record date, March 16, 2020, we had 4,500,000,000 shares outstanding that are available to vote. Mr.

Alden has confirmed that we have 3,400,000,000 of those shares by proxy, which constitutes a quorum. Therefore, the meeting is duly constituted and we may proceed with business. Please be reminded that some of today's content, including Bob's business update, contain forward looking statements. All statements made during the Annual Meeting that are not historical facts are subject to a number of risks and uncertainties, and actual results may differ materially. Please refer to our recent Q1 earnings release, our Form 10 ks and most recent Form 10 Q for more information on the risk factors that could cause actual results to differ.

If we use any non GAAP financial measures during the presentations, you will find on our website, intc.com, the required reconciliation to the most directly comparable GAAP financial measure. The polls are now open for voting for those who have not voted. The polls will remain open until the end of the question and answer session. If you previously voted via the Internet, phone or mail, you do not need to take any additional action. If you previously voted and wish to change your vote, please do so before the closing of the polls by using the voting buttons on the portal.

After the polls close, we will announce the preliminary results of the votes. Now I return it back over to Omar to introduce our directors and present the first two proposals.

Speaker 1

Thank you, Susie. I now would like to introduce our board members who are joining us via the telephone. Jim Getz, partner of Sequoia Capital Alyssa Henry, Seller Lead of Square Doctor. Risa Lavisio More, Professor at the University of Pennsylvania Doctor. Sujay Qing Liu, Dean and Professor in the College of Engineering at the University of California, Berkeley Greg Smith, CFO and EVP of Enterprise Performance and Strategy at Boeing and Frank Gehry, Managing Member, Darwin Capital Advisors.

As mentioned earlier, Bob Swan is present here at the Intel Studio. Andy Bryant, Reed Hunt and Andrew Wilson could not attend today's meeting. And now turning to our first proposal, which is to elect 9 directors to Intel's Board, the nominees to the Board are Jim Getz, Alyssa Henry, Doctor. Risa Livizzomura, Doctor. Tsu Jae King Liu, Greg Smith, Bob Swan, Andrew Wilson, Frank Gehry and me, your Chairman, Omar Ishrak.

The second matter today is the ratification of the selection of Ernst and Young as Intel's independent auditors for 2020. Matt Dill is a senior partner for audit team from and he has called in today and is available to answer questions during the Q and A session. Now, I will turn it over to Susie to present the remaining proposals.

Speaker 2

The 3rd item on the agenda is an advisory vote to approve executive compensation, also known as SAOM Pay. We are asking stockholders to approve on an advisory basis the compensation of Intel's listed officers as described in detail in the proxy statement. We believe that our compensation programs operate in the best interest of our stockholders. While this is an advisory vote to approve executive compensation, the Board and the Compensation Committee will carefully assess the voting results and will consult directly with stockholders to better understand any issues or concerns raised through the stockholder vote. The 4th item on the agenda is the approval of the amendment and restatement of the 2006 employee stock purchase plan.

We are asking stockholders to vote in favor of the amendment and restatement of the employee stock purchase plan as described in detail in the proxy statement. We are requesting extending the 2,006 employee stock purchase plan is in the best interest of stockholders as it offers employees the opportunity to purchase common stock of Intel, thus providing additional incentive to contribute to the prosperity

Speaker 1

of the

Speaker 2

company. Additionally, the plan enables Intel to compete for talent in markets in which we operate and motivate and retain the best employees with a market competitive benefit at a reasonable cost to stockholders. The final agenda items today are votes on 2 stockholder proposals. The first stockholder proposal on whether to allow stockholders to act by written consent was submitted by Mr. John Chevedden.

Mr. Chevedden or his representative will be presenting the proposal. Mr. Chevedden, we would like to offer you 5 minutes to present your proposal.

Speaker 3

Hello. This is John Chevedden. Can you hear me okay?

Speaker 2

We can hear you fine.

Speaker 3

Proposal 5, adopt a new shareholder right, written consent. Charles requested our Board of Directors take the steps necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present in voting. 100 of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67% support of both Allstate and Sprint.

This proposal topic also won 63% support at Cigna in 2019. This proposal topic would have received higher votes than the 63% to 67% votes at these companies if more shareholders had access to independent proxy voting advice. The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. This also seems to be the conclusion of Intel shareholder vote at the 2019 annual meeting. Apparently, our directors thought they could divert shareholder attention away from written consent by making it less difficult for shareholders to call a special meeting just prior to the 2019 annual meeting.

However, Intel's shareholder support for written consent increased from 40% in 2018 to 41% in 2019. Plus the Intel shareholder engagement cited in the 2019 proxy perhaps just feeds back to our directors what they want to hear. Apparently, Intel shareholder engagement was clueless in predicting that the written consent topic would gain support in 2019. Plus it is ludicrous for directors to cite shareholder engagement when they refuse to meet in person once a year with shareholders after 4 successive years of shareholder avoidance through virtual meetings before the pandemic began. Written consent also won 45% support at the Bank of New York Mellon in 2018.

Then the Bank of New York Mellon said it adopted written consent in 2019. Written consent also won 44% at Capital One Financial Corporation in 2018 and 56% in 2019. Written consent won 47 percent support to United Rentals in 2018 and 51% support in 2019. Please vote yes. I adopt the new shareholder right written consent proposal 5.

Speaker 2

Thank you, Mr. Chevedden. We recognize the importance of stockholder rights and based on a careful review of the proposal and the company's current governance practices, we believe the implementation of the proposal is unnecessary and contrary to the best interest of the stockholders. Please refer to the 2020 Intel Proxy Statement for the holders. Please refer to the 2020 Intel proxy statement for the Board's views on this proposal.

We appreciate you joining us today. The 2nd stockholder proposal requesting a report on the global median gender and racial pay gap was submitted by Arjuna Capital. Their representative, Natasha Lam, will be presenting the proposal. Ms. Lam, we would like to offer you 5 minutes to present your proposal.

Speaker 4

Good morning. My name is Natasha Lam, and I move proposal number 6 on behalf of Arjuna Capital asking for a report on gender and racial pay equity. On its face, Intel has taken an important first step by publishing statistically adjusted pay parity numbers, assessing the pay of men and women performing similar jobs and the pay of minority and non minority employees performing similar jobs. And while we are proud to have worked with the company to make that data public, this statistically adjusted pay parity reporting is only half the story. The other half is median pay disclosure, which is the objective of this proposal.

Pay gaps are comprised of 2 parts: equal pay for your current job versus peers and equal opportunity to high paying jobs. Median pay gaps reflect a lack of equal opportunity by measuring whether women and minorities are holding as many high paying jobs. The gender pay gap is literally defined as the median pay of women working full time compared to the median pay of men. Women in the U. S.

Make $0.82 on the dollar on this basis, African American women make $0.62 and Latina women make $0.54 Median pay gaps are considered the valid way of measuring pay inequity by the U. S. Census Bureau, the Department of Labor, Cooperation and Development, the OECD, and the International Labor Organization, the ILO, not to mention the United Kingdom, which now mandates disclosure of median pay gaps. To choose to ignore median pay gaps and for the Board to label the measure as not commonly used and unnecessary is both misleading and a disservice to the groups these pay gaps affect. We can see Intel's pay gaps in the U.

K. Because they are mandated. Our company reported a 36% hourly pay gap and a 62% bonus pay gap for its U. K. Operations.

But notably, our company has not published median information beyond the U. K. Yet companies like Citigroup, Mastercard and Starbucks are already showing leadership by publishing their median pay gap data globally. These disclosures can improve performance and provide a baseline for measuring progress moving forward. A 2019 study in the Harvard Business Review found that wage transparency in countries that mandate it narrowed the median wage gap.

There are many ways to shrink gender and racial pay gaps at a company, improving diversity, ensuring statistically adjusted pay parity, advancing women and minorities into positions of leadership, But the only benchmark to measure whether the pay gap is actually shrinking from these various levers is to publish the pay gap itself. Thank you for your time as we firmly believe our company is best served by a transparent and fulsome accounting of pay equity.

Speaker 2

Thank you, Ms. Lam. We recognize the importance of gender and racial pay equity and are committed to fairly and equitably compensating all of our employees as discussed in our annual corporate responsibility reports. As announced in 2019, Intel achieved global gender pay equity and race ethnicity pay equity in the United States in 2019. We believe the implementation of the proposal is unnecessary and contrary to the best interest of the stockholders.

Please refer to the 2020 Intel proxy statement for the Board's views on this proposal. We appreciate you joining us today. Next, Bob will present a business update.

Speaker 5

Thanks, Susie, and good morning and welcome. Before I start, I just want to take a moment to thank our employees and our supply chain partners who have helped keep our business operational during the global pandemic. When COVID-nineteen began, we had 3 key priorities: the well-being of our employees, delivering for our customers and helping the communities in which we operate cope. Ensuring the safety and well-being of our global workforce has and will continue to be our number one priority during this unprecedented challenge. We have taken extensive measures to safeguard our workers on-site, including increased cleaning of our facilities, staggering shift changes, adjusting meeting locations and schedules, limiting activities that require close proximity and making thermometers and masks available.

We've also invested more than $100,000,000 in additional benefits to aid and support our employees. This has been an incredibly dynamic and unprecedented situation, and we have worked to learn and adapt as fast as possible so we can continue to safeguard our workers and communities. Intel Technology runs 95% of the world's Internet communication and government digital infrastructure. We recognize that our customers and communities need us to continue delivering technology to help overcome this COVID-nineteen challenge. Our world class safety standards have allowed our factories to continue to operate safely on a relatively normal basis with greater than 90% on time deliveries.

From products and services that enable working remotely and online learning to telemedicine and delivering vital computing power for medical research, robotics for assisted patient care and artificial intelligence and data analytics for public health and more, we're fully focused on that task. We also know that our communities need help right now. That's why we've pledged $60,000,000 in a pandemic response technology initiative and other relief efforts. Despite the challenges COVID-nineteen pandemic presents, it has strengthened our belief in our opportunity and purpose to enrich lives, and I am confident we will come out of this crisis stronger. Our vision.

Over the last few years, we have been on a journey to transform your company. From a provider of CPUs to the PC and then CPUs to PC and the data center to a company that provides more and more silicon to billions of connected devices in a world where everything increasingly looks like a computer. Whether it's our home, our offices, our retail shops, our industrial facilities or our hospitals, everything increasingly looks like a computer. And our vision is to be the trusted performance leader that unleashes the potential of data that's created by those billions of devices. Our vision is grounded on the core belief that data growth fuels demand for semiconductors.

Today, there is an insatiable demand for data with both consumers and enterprises. And the expectation that the amount of data that will be created will grow 25% over the next several years. That growth will continue to be driven by data centers, but an increasing portion will come from devices at the edge. And an increasing amount of data will be required real time. To unleash the potential of all that data from more and more computers will require more and more compute capacity, more and more storage and more and more networks to move that data faster and faster.

The growth of data and the demand to unleash the potential of data is inextricably linked to 3 technology inflections occurring today: 5 gs and network transformations as compute and communications converge at the network edge. Artificial intelligence as machines are more and more capable to infer and learn from data that's ingested and the devices at the edge that will require more and more compute capacity to take advantage of today's technology. Our intent is to lead these three technology inflections in order to play a bigger and bigger role in our customers' success. Our vision, our core belief and our intent to lead these key technology inflections has expanded our served market to approximately $300,000,000,000 silicon market opportunity in 2024. We see big opportunities in our core server and storage market and our PC business.

And additionally, we see significant opportunities in 3 important growth vectors over the next 5 to 10 years. At the network, the adoption of 5 gs is accelerating the pace of network transformation and AI is changing dump pipes into an intelligent network. Our network business is already an important part of our portfolio at roughly $5,000,000,000 in revenue and the room for growth is tremendous with a $25,000,000,000 silicon opportunity in 2024. Another key growth area for us is in IoT. This segment is being driven by the rise of the Intelligent Edge.

Our IoT market opportunity is tremendous, a $40,000,000,000 market opportunity in 2024 and we've made significant inroads with roughly $5,000,000,000 in revenue in 2019. 3rd, we see opportunities beyond silicon. In response to customer demand, we've expanded beyond silicon in certain segments such as autonomous driving to better solve our customers' problems, not just deliver parts of the solution to them. One such opportunity we've actively engaged in is Mobility as a Service. A massive market opportunity of approximately $160,000,000,000 And we're more excited than ever today having just acquired MoveIt to accelerate our Mobility as a Service ambitions.

We know to play a larger and larger role in our customers' success in the future that we need to deliver on the present, and we're doing just that. Our customers are looking for us to meet their demand, to recoup process leadership and deliver with predictability. In terms of ensuring supply, we've made a significant expansion of our capacity and we expect to have more than sufficient inventory and capacity to meet our customers' growing needs. Process leadership, we continue to invest to get back to a Moore's Law cadence of 2 to 2.5 years. And 3rd, we are delivering significant amount of product leadership during the course of this during the course of this year on our new 10 nanometer process because our customers need our incremental technology.

2019 was the 4th record year in our company's history And we began 2020 to deliver our 5th record year of performance. Amid a very challenging environment, we delivered a strong Q1 2020 and we expect a strong quarter in Q2. Today, we have limited visibility into the second half due to the uncertainty driven by COVID-nineteen, and therefore, we are not guiding for the full year. There are some headwinds and some tailwinds as we approach the second half. The headwinds include the impacts of a global recession on IoT end markets, particularly industrial and retail, lower automotive production impacting Mobileye and slowing enterprise and government data center demand.

The tailwinds most evident in the first half of the year on strong demand for mobile compute and related infrastructure on the dynamics of sheltering in place. In particular, mobile PCs, cloud and network infrastructure for 5 gs remain above seasonal trends. We also expect the PC TAM to weaken in the second half as GDP effects outweigh the initial demand bump from COVID. We are accelerating the ramp of 10 nanometer, and we'll continue to spending discipline to offset any impacts on operating margin. We're very focused on cash flow management and believe our free cash flow generation this year will be resilient across a range of scenarios as impacts from COVID are tempered by first half demand surge demand strength and OpEx savings.

Beyond profit and financial goals though, Intel has always been a purpose driven company with a wonderful culture. Our purpose is to create world changing technology that enriches the lives of every person on earth. Intel is a company with high integrity and the desire and the responsibility to make a positive impact on the world through our people and our products. Our purpose has never been truer than it is today, and it guides our decisions and actions every day, including in how we're responding to the extraordinary impact of the COVID-nineteen pandemic. Our role, the role of our industry and the technology we all create is more essential now than ever in solving challenges and enriching lives.

One of the key elements that will enable Intel to deliver on our purpose is our commitment to corporate responsibility. I am pleased to announce the release of Intel's latest Corporate Responsibility Report this morning. It provides a detailed overview of how we integrate corporate responsibility across our business and create value for our investors, customers, employees and communities. This year's report represents an important milestone in Intel's journey. We are reporting on the results of the goals that we set nearly a decade ago to achieve by 2020.

And I'm proud to share that we met or exceeded nearly all of our goals, from increasing our use of green power and reducing our water use to advancing inclusion and supply chain responsibility. As we look ahead to the next decade and consider the environment we're in today, we aspire to make an even greater impact. Today, our world is facing serious challenges. The urgent need for action on climate change, a deep digital divide and lack of representation and inclusion in our technology industry, and the reality that the current pandemic demands new thinking about global health challenges we'll face together in the future. That is why today we announced our new RISE strategy and an ambitious set of goals to achieve by 2,030.

We are committing to accelerate the adoption of responsible, inclusive and sustainable practices in our operations and supply chain and across the technology industry and society. We will leverage the power of our technology and expertise of our employees to collaborate with others on challenge that no one company can tackle alone, including actions to advance health and well-being, inclusion and opportunity and responses to climate change. I'm extremely proud to lead this company. The Intel team's passion and drive to innovate and make a positive impact in the world every day inspires my confidence that we can deliver these bold goals for the next decade and together enrich the lives of every person on earth. Thanks for joining us today.

Speaker 1

Okay. Now thank you, Bob, and we will now proceed with the Q and A session where we answer previously submitted questions as well as questions submitted on the web during today's meeting. Trey Campbell, VP Director of Investor Relations will be reading the previously submitted questions as well as the live ones. Go ahead, Trey.

Speaker 6

Before we begin the Q and A session, Omar, can you share your vision for the Board and specifically how you'll incorporate feedback from investors and interact with management to help deliver on our strategy?

Speaker 1

Okay. Thank you, Trey. And let me start by first saying that now that I've stepped down from my role as the CEO of Medtronic, I look forward to increased time that I'll be able to spend with the management of Intel and its overall business. As Intel's Independent Chairman, my main focus is to assist the company in executing the purpose that Bob just shared with us, which is specifically to create world changing technologies that enriches the lives of every person on earth. Intel is in the middle of one of the most significant transformations in our history.

As the exponential growth of data reshaped computing and expands our opportunity, we're evolving our strategy, culture and leadership to successfully execute this transition. Let me take it one step at a time. 1st, strategic transformation. As Intel continues its transformation from a PC centric company with a server business to a data centric company, our opportunity and our ambitions have never been greater. We're actively investing to lead data driven technology inflections that position us to play a bigger role in the success of our customers.

2nd, cultural transformation, competing to win in the huge data centric opportunity means that we have to play offense and we're fully committed to evolving our culture to ensure that employees are equipped to rise to this challenge as we continue our transformation. And third, leadership transformation. Since the launch of our strategic transformation, we made significant changes in our leadership team to position the company for continued strong sustainable growth through this critical time of change. Intel has a long tradition of engaging with our stockholders and obtaining the perspectives. We believe that our approach to engaging openly with our investors and topics such as financial issues, corporate governance, executive compensation and corporate responsibility drives increased corporate accountability, provides improves our decision making and ultimately creates long term value.

Therefore, our Board is very responsive to investor feedback and continues to enhance our disclosure and practices where appropriate based on our discussions with investors. And finally, I'd like to say that the board will provide counsel to management from a wide variety of perspectives. Based both on a diverse business background of the different board members as well as their ethnic and gender diversity.

Speaker 6

Omar, I think the next one go will go to you. It's about Board oversight. So in response to the COVID-nineteen pandemic, how is the Board overseeing these five areas? The first one's enterprise risk management, business and supply chain continuity and pandemic planning. The second one is financial implications, so the impact on balance sheet resiliency, revenue, liquidity, capital allocation and near term and long term recovery.

The 3rd element, workforce composition and adjustments. 4th, employee health and well-being. And 5th, alignment with long term value creation. How is the Board addressing the pandemic and plan for future sustainability?

Speaker 1

Okay. Since the emergence of the COVID-nineteen pandemic, Intel's Board of Directors has received regular briefings from management on the company's response and we've engaged with management on this matter. Throughout this unprecedented challenge, our focus has been safeguarding employees while continuing to deliver for our customers and provide care for the communities in which Intel operates. Specifically, the areas that you outlined and let me start with enterprise risk management. Throughout this evolving situation, Intel has managed to continue operating its manufacturing, assembly, test and supply chain operations in Oregon, New Mexico, California and Arizona as well as in Israel, Ireland, China, In fact, the company In fact, the company was able to maintain a greater than 90% on time delivery rate.

This required close coordination and cooperation with suppliers as well as with local and national governments to help ensure worker safety while allowing critical operations to continue. Intel's pandemic leadership team established more than 15 years ago to improve Intel's crisis management response capability has also been deeply engaged in this work. This specialized team includes medical and safety experts who work to safeguard the well-being of employees and minimize the spread of infection. They also collaborate with local governments and public health organizations to implement the recommendations. The second point is financial implications.

And in light of the uncertainty, we took some very specific actions to dramatically strengthen our liquidity position that we felt were prudent. We raised $10,300,000,000 in debt to further underpin an already strong balance sheet and we suspended share buybacks. We think this level of conservatism is appropriate at this phase and we intend to reinstate our buyback program as circumstances warrant. Our focus now is on investing in our products and process technology and ensuring that we have the capacity to meet our customers' needs. The 3rd item, workforce composition and adjustments.

We're excited about the long term trends in an increasingly data centric world and we're investing to continue our leadership position and to grow into emerging opportunities. While we have no current plans for company wide actions, we're taking prudent steps to manage COVID impacts. For example, we've slowed external hiring and we continue to tightly manage spending. The 4th item, employee health and well-being. Ensuring the safety and well-being of our global workforce has and will continue to be our number one priority.

That's why we're investing more than $100,000,000 in additional benefits to aid and support employees including a special appreciation award for employees that have been working on-site. At Intel, maintaining safe facilities is core to how we operate. Across the global factory network, we're implementing practices in our fabs and assembly test plants so that manufacturing employees can safely continue performing critical work on-site such as increased cleaning of our facilities, staggering shift changes, making thermometers, masks and face shields available in addition to the normal protective gear worn by many factory employees. We've also implemented social distancing, adjusted meeting locations and schedules, limited activities that require close proximity and are allowing employees to work remotely whenever feasible. The 5th item, alignment with long term value creation.

The board is always focused on Intel's long term value creation Even as COVID-nineteen drives significant disruptions across the globe, our long term strategy to deliver the world's best semiconductors for an increasingly data centric world is unchanged. The environment is uncertain, but our priorities are unwavering. We're focused on accelerating the growth of this company, improving our execution and continuing to thoughtfully deploy your capital. Thanks.

Speaker 6

Thanks, Omar. I think the next question is for you, Bob. So how will investors be informed whether dividends will be paid or reduced in light of what is going on in the stock market lately?

Speaker 5

Yes. Thanks, Trey. Well, first, I would say that we're always mindful of our role as stewards and thoughtful allocators of our investors' capital. As Omar indicated, we have an excellent balance sheet. We generate significant cash flows.

And we're committed to making the investments organically to meet the needs of our customers. We're committed to our dividend and we repurchased $4,200,000,000 shares during the Q1. Also, as Omar said, in light of the uncertainty that we're dealing with, we took dramatic actions to strengthen our liquidity in the quarter that we felt were prudent at this time by raising $10,300,000,000 in debt to further underpin our strong balance sheet and we suspended our share buybacks. And as we go through the course of this year, as you would expect, we're very focused on cash flow management. And as I said in my prepared remarks, we believe our free cash flow generation this year will be resilient as impacts from COVID-nineteen are tempered by first half demand strength, OpEx savings initiatives, capital actions and tight working capital.

But specifically, we are committed to our dividend going forward.

Speaker 6

Thanks, Bob. The next question is for you, Omar. So it's on compensation. How did the compensation committee reach the decision that a $67,000,000 compensation package for the CEO was justifiable?

Speaker 1

Well, the vast majority of the sums reported in the summary compensation table has actually not been earned yet, but represents the target opportunity based on accounting valuations that will only be achieved if we achieve certain financial results including being able to grow our stock price by at least 50% over the next 5 years. The compensation committee believed that the magnitude of the awards that was given to Bob was commensurate with and appropriate for the size and complexity of Intel's businesses and the magnitude of the ambitious task of delivering on the full potential of our ongoing transformation, as seen in the increases in market capitalization required to realize the value of these awards at threshold, target and maximum opportunities. Further, his annual compensation is targeted at the median of his peer group of our peer group. It is important to recognize that the strategic growth equity awards are 100% performance based and there is no guarantee that Bob will realize any of the values reported in the summary compensation table. If he does, it will mean that stockholders including employee stockholders will have also recognized a significant benefit.

Speaker 6

Thanks, Omar. Bob, the next one's for you. We're approaching the molecular level of silicon and smaller nanometer chips are reaching their limit. What specifically, if anything, is Intel researching and doing to stay ahead and bring about the next revolutionary breakthrough in processing technology?

Speaker 5

Yes. Well, first, innovation has always been at the heart of our company and how we think and Moore's Law or smaller nanometer smaller nanometer dips is a key part of what we do. As such, we have a full research pipeline that extends for roughly 10 years. This year, we're accelerating 10 nanometer production and we'll be bringing out a more performant version of 10 nanometer in the middle of the year. We're deeply engaged on 7 nanometer and we have significant engineering resources deployed at 5 nanometer.

Beyond that, we see Moore's Law continuing for the foreseeable future and have a number of technologies that are in research that may be deployed in future nodes. We recognize the need for material research Today's processes Today's processes contain advancements in materials for patterning and alignment, transistor performance and the means to scale dimensions. In the future, this material research could extend beyond CMOS technology to novel capabilities like quantum materials. But I would say while world class process technology is a critical factor, product leadership is about many more ingredients than just node performance. It's about having capabilities in architecture, packaging, novel memory and interconnect schemes, built in security features and last and certainly not least, unifying software APIs.

We call these our 6 pillars of innovation and we're committed to using our advantages in these capabilities to deliver an annual cadence of products that demonstrate leadership performance and user experience. Innovation is at the heart of what we do.

Speaker 6

Thanks, Bob. The next question I think probably goes to you both, but starting with Omar. The questioner asked, I was disappointed to see that only 2 of the 9 candidates for Director are women. I think the questioner may have not realized, Elisa Henry's new appointment to the Board. What are you doing to improve diversity, particularly women participation in the Board and in company management?

So maybe first with you, Omar, and then with Bob.

Speaker 1

Thanks, Trey. And as you pointed out Trey, we actually have 3 of our 9 director candidates who are women and that's 33% of the slate. Our board is committed to actively seeking women and minority director candidates for consideration as part of our research. We believe that having diverse perspectives like I mentioned earlier expands the board's understanding of the needs and viewpoints of our customers, partners, employees, governments and other stakeholders worldwide. Intel is also committed to focusing on board diversity more broadly through engagement with key partners and since 2018 has been a member of the 30 Percent Coalition, which focuses on strategies to increase female representation on corporate boards.

Let me pass it over to Bob for the second part of the question.

Speaker 5

Yes. And the second part related to women in company management. First, we achieved our 2020 goal of reaching full representation of women and underrepresented minorities in our U. S. Workforce 2 years ahead of the schedule we laid out several years ago.

In January of 'nineteen, we also announced that we achieved global gender pay equity. Intel during the year hired and promoted several female executives. Sandra Rivera was named Intel's Chief People Officer. Michelle Johnson Holtes was promoted to Executive Vice President. Claire Dixon became Intel's Chief Communications Officer.

And Karen Walker joined as our Chief Marketing Officer. We're very proud of what we've accomplished, but we also realize we have work to do, including beyond the walls of Intel. Our commitment to diversity and inclusion is a key part of our new 2,030 corporate 2,030 corporate responsibility strategy. And our goals for the next decade include a new commitment to double the number of women and underrepresented minorities in senior leadership. And we're also collaborating on a range of initiatives to expand the pipeline of talent and increase inclusion at Intel and across the technology industry as a whole.

Speaker 6

Thanks, Bob and Omar. The next one is for you, Bob. So what are Intel's plans to enter 5 gs infrastructure? How do you expect to win market share, beat your competitors in this new

Speaker 5

prepared remarks. As a leading network silicon provider with the largest ecosystem, Intel gives customers the fastest and most effective path to design, deliver and deploy 5 gs solutions for network infrastructure from the core to the edge. We've driven transformation of networks since the inception of virtualized networking and has emerged as the world's leading network silicon provider with over $5,000,000,000 in revenue last year. We're delivering new additions to our silicon portfolio, advancing performance and capability of the 5 gs network infrastructure and opening new deployment targets. We recently launched our 2nd Gen Xeon Scalable Portfolio enhancements, the Intel Atom P5900, Intel's first SoC for wireless base stations, Intel's first 5 gs network structured ASIC, Diamond Mesa, and Intel's 1st Ethernet NIC for the 5 gs enabled edge.

Network infrastructure from core to edge represents 5 gs's largest silicon opportunity with $25,000,000,000 expected market investment and Intel's bold investments in an unmatched product portfolio and our deep engagement with the industry leaders have accelerated 5 gs network solutions with a foundation of Intel technology from the core to the edge. We're very excited about our prospects for 5 gs and the role that we play going forward.

Speaker 6

Thanks, Bob. And one more for you. I'd like to read somewhere in your annual report about minority business partnerships and what you do there. Is this type of information available?

Speaker 5

Yes. And as a matter of fact, we achieved our goal of reaching $1,000,000,000 in annual spending with diverse owned suppliers by 2020. We believe that working with diverse suppliers generates greater innovation and value within our global supply chain and have integrated requirements for including diverse suppliers into our supplier bidding, selection and management processes and in our Supplier Continuous Quality Improvement Award. Over the past decade, we've also partnered with other companies, NGOs and governments to create opportunities for diverse suppliers, including hosting supplier workshops and collaborating on country level certification standards with programs in 24 countries around the world. Information on our efforts can be found in our most recent Annual Report, Corporate Responsibility report and our supplier diversity and inclusion website.

Speaker 6

Thanks, Bob. One more for you. So around COVID-nineteen, how do you expect the impact of the coronavirus to impact Intel supply chains, both in the short run and in the long term?

Speaker 5

Well, our global supply chain capabilities, we think, are as good as anybody's in the world. And in the Q1, we were able to mitigate most of COVID-nineteen related supply chain disruptions and fulfill our customers' clients' CPU orders as they expected. This was in large part due to our business continuity planning, which even in ordinary times is a key part of how we operate. We're leveraging the knowledge and experience gained from past events and continued drills around a broad range of scenarios to support us in the current environment. We mobilized our business continuity response in January to ensure alignment on emerging issues and proactive plans for future impacts.

We're working with our suppliers to share collective resources, including planes and trucks to deliver the best solution for our customers. And we're also working closely with our suppliers to help ensure their employees' health and safety, provide supplier assistance to mitigate supply disruptions and clarify our continued expectation for labor practices and human rights in line with the Responsible Business Alliance Code of Conduct. COVID-nineteen has created all sorts of challenges, but our global supply chain has performed extremely well in meeting the needs of our customers, while also protecting, the health and wellness of our employees and the employees of our supply chain.

Speaker 6

Thanks so much. And then, with limited amount of time, I think we want to make sure we get a couple of live questions in. And so, one that's come in from a few folks is really around thinking about how talk about your commitment to invest in U. S. Manufacturing.

And at the same time, how do you retain the critical technology or IP that you have in the U. S. As you have a global supply chain? So Bob, I don't know if you want to take that.

Speaker 5

Yes. I mean, IP, is it is the heart of this company and we do have a very global supply chain to ensure we can meet the needs of our customers. So always, we're making sure that we protect the IP that we develop and that we have a supply chain that's global diverse and we can mitigate inherent risks that happens in one part of the supply chain to the other. 2020 will be no exception to really focusing on the IP that we're developing to solve our customers' needs, to make sure that we have a global supply chain that can meet the needs of our global customers and a significant part of our global footprint and the investments that we make in both R and D and CapEx are here in the U. S, in Oregon, in Arizona, in California, in New Mexico.

We have a significant footprint here in the U. S. And we'll continue to invest in that as we expand the role we play in our customer success.

Speaker 6

Thanks, Bob. And another one that has come in in a variety of different ways, it's just around COVID-nineteen, which you explained in a number of the prepared remarks, but this one is around how that's impacted some of the business opportunities for the company and particularly the work from home or virtual environment and how that's changed the importance of the PC?

Speaker 5

Yes. I mean, mean, in a few different ways that I touched on in my prepared remarks, in the near term, as both students had to study from home, employees had to work from home, the role that the PC has played in ensuring the continuity of life as we know it has been more and more important. And that did drive really much higher demand for the PC in the first half of the year. And we do expect over time that the essential role that the PC plays in everyday life is going to be bigger and bigger going forward. At the same time, I mentioned that as we go into the second half of the year, we'll have that positive dynamic of the role the PC is playing, but it also, we believe, will be impacted by just the disruption in global workforce and the slowing of GDP.

But net net, I think for the medium and the long term, what we've experienced in this pandemic is the PC is more essential than ever. The need to be connected to the Internet and global infrastructure is more important than ever. And Intel, at the heart of serving 95% of the global infrastructure, we think that positions us extremely well to continue to play, to create the technologies that enrich the lives of every person on Earth.

Speaker 6

Thanks, Bob, and thanks, Omar. That will conclude our Q and A session. With that, I'll turn the meeting back over to Omar.

Speaker 1

Okay. All right. Well, thank you. Thank you. Thank you, Trey, for hosting that and thank you to everyone on the call for your questions.

The question and answer session is now closed. And Susie, would you please provide the preliminary voting results?

Speaker 2

Yes, thank you. The polls are now closed. The final results will be available early next week. The preliminary results of the stockholder vote are: each board nominee received a vote of more than 95% of the shares voted and so each nominee has been reelected. On the ratification of the selection of the company's independent auditors, approximately 90 percent of the shares voted were voted in favor of the proposal, and so the proposal is approved.

On the advisory vote to approve executive compensation, approximately 50% of the shares voted were voted in favor of the proposal, and so the proposal is too close to call at this time. On the approval of the amendment and restatement of the 2006 employee stock purchase plan, approximately 98% of the shares voted were voted in favor of the proposal and so the proposal is approved. On the stockholder proposal recommending allowing stockholders the right to act by written consent, approximately 41% of the shares voted were voted in favor of the proposal, so the proposal is not approved. On the stockholder proposal requesting a report on gender and racial pay gap, approximately 9% of the shares voted were voted in favor of the proposal, so the proposal is not approved. Final vote tallies, including the ballots submitted today, will be posted on our website at intc.com and in an 8 ks filing with the SEC within 4 business days.

And I now turn it back to Omar.

Speaker 1

Okay. Thank you, Susie. And as Susie mentioned, we'd like to direct your attention to Intel's Investor Relations website at intc.com. The website contains stock quotes, webcast events such as this meeting and other investor information. On the website, you can sign up for electronic delivery of stockholder communications such as the proxy statement and annual report.

Electronic delivery reduces the paper in your mailbox and reduces the company's expenses. Our agenda having been completed and the time adopted for adjournment has now arrived. I declare this meeting adjourned And on behalf of Intel, thank you for attending this year's Annual Stockholders Meeting. Please stay safe and healthy.

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