Good morning. I'm Frank Yeary, Chair of the Board of Intel. On behalf of the board and our management team, welcome to our 2026 annual meeting of stockholders. As your chairperson, it is my pleasure to call this meeting to order. You will find today's order of business and the rules of procedure on the meeting portal. I'm joined in Arizona offices today by Lip-Bu Tan, Intel's CEO, Patrick Bombach, Intel's Corporate Vice President and Assistant Corporate Secretary. Pat will act as secretary of the meeting. In addition to Lip-Bu, the other 10 director nominees are also present. 2025 was a defining year for Intel. The board appointed Lip-Bu as CEO early in the year, and he moved decisively to reestablish trust with customers, restore a culture of engineering excellence, strengthen accountability, and accelerate disciplined execution.
A number of key achievements in the last year include the launch of products on Intel 18A, Intel's new leading-edge node that represents the most advanced semiconductor process technology developed and in high volume manufacturing in the United States, a significantly strengthened balance sheet, and a much stronger Intel that is executing more effectively, beating expectations for the last six quarters, and making great strides in restoring customer, employee, and shareholder confidence. The board has been actively engaged throughout and is pleased with the directional progress and momentum generated by Lip-Bu and his refreshed management team. With this progress and momentum, I made the decision to step down from the board after this meeting. After 17 years on the board, I felt that this was the ideal time to transition leadership of the board.
Taking up the role of board chair will be Dr. Craig H. Barratt, who joined the board last year. Craig brings more than three decades of leadership experience in the semiconductor and broader technology industries. He will take up the helm with the support of a very talented and committed board. It has been a privilege to serve during one of the most consequential periods in the company's history. I am confident that I leave the company in very strong hands. With that, I'd like to turn the meeting over to Lip-Bu to give a few remarks. Lip-Bu, please go ahead.
Thank you, Frank, and thank you all for joining us today. I'm excited to be leading Intel. I'm grateful for the trust the board has placed in me, and I'm committed to build a new Intel. A year ago, I committed to transform our culture into one that is customer-centric and engineering-focused, refocusing on our core products, building trust with our foundry customers, and strengthen our balance sheet. We make measurable progress on each. Six consecutive quarters of exceeding financial expectations and successful ramp of our Intel 18A, growing momentum in our foundry and advanced packaging engagements, and a meaningful, stronger balance sheet are all evidence of that progress. The conversation used to be about Intel was whether we could survive. Today it is about how quickly we can scale supply to meet demand.
That shift reflects the hard work of our employees and the trust of our customers, partners, and shareholders. Intel today is a different company than it was. I am pleased with the earlier progress, we still have much work ahead. We will stay humble, focused on improving execution. Finally, I want to acknowledge Frank and his contribution to Intel. Frank has worked tirelessly to advance the interests of Intel and shareholders for over a decade and a half, with the particularly heavy lifting in the last few years where he has led the board as Chair. On behalf of the entire board, I would like to express my deepest appreciation. With that, I now hand things over to Patrick to run the business section of the meeting as Secretary of the meeting.
Thank you, Lip-Bu and Frank. Good morning. We will first conduct the formal portion of the meeting and then have a question and answer session. We invite all stockholders to participate and welcome non-stockholders to attend this virtual meeting. To provide our stockholders the opportunity to ask questions in advance of today's meeting, the stockholder question portal has been open since the proxy statement was filed. During the Q&A session, we will be answering questions submitted to us prior to and during the meeting. If you would like to submit a question to be addressed during today's meeting, please follow the instructions on the portal. We have an affidavit from Broadridge certifying that the stockholders of record as of March 16, 2026, were mailed a notice of the meeting and proxy materials commencing on March 23, 2026.
Jim Alden of American Election Services, who has taken the oath of office, is serving as our Inspector of Elections today. For today's meeting, Mr. Alden is available to answer questions during the Q&A session. Mr. Alden has confirmed that a majority of the issued and outstanding shares are represented at this meeting. We have a quorum. The meeting is duly constituted, and we may proceed with business. Please note that some of today's content, including the opening remarks and responses in the Q&A session, may contain forward-looking statements subject to a number of risks and uncertainties that could cause actual results to differ materially. Please refer to our annual report and other SEC filings for more information on the risks and uncertainties that could cause actual results to differ.
If we use any non-GAAP financial measures during the meeting, 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. The polls will close at the end of the Q&A session. If you previously voted via the Internet, phone, or mail and do not wish to change your vote, you do not need to take any further action. After the polls close, we will announce the preliminary voting results. I will now present the proposals. The first proposal is to elect to the board the 11 director nominees set out in the proxy statement. The second proposal is the ratification of the selection of Ernst & Young as Intel's independent registered public accounting firm for 2026.
Gareth Hunt and Carmen Holthouse, both EY partners on our audit team, are present for today's meeting and available to answer questions during the Q&A. The third proposal is an advisory vote to approve executive compensation, also known as say on pay. We are asking stockholders to approve on an advisory basis the compensation of Intel's named executive officers as described in detail in the proxy statement. The fourth proposal is an approval of an amendment and restatement of Intel's 2006 Equity Incentive Plan to increase the number of shares issuable under the plan, as described in detail in the proxy statement. We are asking stockholders to approve the amendment to support the company's continued use of equity awards for attracting, motivating, and retaining talent.
The fifth proposal is an approval of an amendment and restatement of Intel's 2006 Employee Stock Purchase Plan to increase the number of authorized shares under the plan, as described in detail in the proxy statement. We are asking stockholders to approve the amendment to support the company's continued offering of the ESPP program to incentivize share ownership by employees. We have three stockholder proposals. Our first stockholder proposal requests a report on risk of China exposure and was submitted by Bowyer Research Inc. on behalf of The Heritage Foundation. Their representative, Mr. Stefan Padfield, has provided us an audio recording to present their proposal, which we will now play.
My name is Stefan Padfield, and I am a principal at the Free Enterprise Initiative, which is part of The Heritage Foundation. The Heritage Foundation is the proponent of Proposal 6, which requests a report on risks associated with Intel's China exposure. As set forth on our website, every day, The Heritage Foundation is building an America where freedom, opportunity, prosperity, and civil society flourish. To accomplish this, we organize our work around four cornerstones: the American family, the American heritage and citizenship, national security, and the dignity of work and the future of free enterprise. The Heritage Foundation's Free Enterprise Initiative, in particular, focuses on, among other things, highlighting corporate risks that threaten the free enterprise system that has powered American prosperity for generations.
When it comes to its shareholder proposals, The Heritage Foundation focuses on issues where the risks to American prosperity and a company's shareholder value are one and the same. Here, our proposal sets forth myriad risks associated with excessive exposure to China, and Intel admits that 24% of its 2025 revenues were derived from business in China. However, Intel claims that the requested report would not meaningfully add to the information already available to stockholders. This is effectively Intel claiming that all known or reasonably knowable material China risk information has been disclosed. However, Intel's opposition statement contains a number of red flags that call into question the reliance shareholders can place on such an assertion. First, Intel claims that the proposal would inappropriately interfere with management's ability to exercise informed judgment and flexibility.
This is false because a proposal requesting a report could pass with 100% shareholder support and not one bit of managerial discretion would be limited. Second, Intel claims that the proponent's underlying aim appears to be to suggest we should reduce or eliminate our exposure to China. This is misleading because the proposal does not seek to get Intel to stop doing business in China. Third, when Intel states that its business in China is consistent with the exposure of other large semiconductor companies, it is arguably asserting that, one, the relevant standard for China risk exposure is simply whether one is consistent with the exposure of competitors. two, having almost double the China exposure of Nvidia and more than every other company listed but one, Intel is somehow sufficiently consistent to eliminate concern.
Both those propositions are questionable. Fourth, Intel's statement that it is a strategically important company from both a national economic and national security perspective suggests Intel's unique national importance should support more China entanglement. Again, a questionable proposition at best. Intel's board wrote its opposition statement without ever engaging with us, which calls into question the extent to which the board satisfied its duty to make a fully informed decision in terms of its opposition to this proposal and the provided rationale, given that our proposal is limited to 500 words. If Intel's board can cram this many red flags into a one-page opposition statement, then shareholders are right to be skeptical of its claim that there is no need for a second look at its China exposure risk. Other relevant red flags exist.
For example, what China entanglement concerns should shareholders have about Intel's former CEO, Pat Gelsinger, publicly praising China's DeepSeek and employing it in his new startup as recently as January 2025? The fact that one can today find on Intel's website a post with the title How Intel Liftoff Startups Are Winning With DeepSeek. It is arguably also worth noting that Intel is rated high risk on the 1792 Exchange's Corporate Bias Ratings because, among other things, and according to the 1792 Exchange, one, Intel likely uses Benevity to vet charitable recipients, thereby discriminating against mainstream advocacy organizations through the recently indicted SPLC's overly broad hate list.
Two, Intel scores 100 on the Human Rights Campaign's Corporate Equality Index, which indicates the company publicly advocates for controversial sex and gender ideology, including covering transgender-related costs for children to be subjected to puberty blockers and genital surgeries. While the foregoing may at first seem to have little to do with China entanglement, the relevant connection is the risk of biased decision-making. For all the foregoing reasons, The Heritage Foundation continues to believe Intel's China entanglement warrants additional oversight, such as the report requested by this proposal.
Thank you, Mr. Padfield. We appreciate you presenting the proposal. The board has reviewed this proposal and recommends that stockholders vote against it for the reasons stated in our proxy statement. Our second stockholder proposal requests a report on Intel's human rights due diligence process and was submitted by Mr. Nicholas Collins. Mr. Collins has provided us with an audio recording in which Mr. Abdul Jarar presents the proposal on Mr. Collins' behalf. We will now play that recording.
Hello, my name is Abdul Jarar, and I'm a former Intel vice president. After 27 years of calling Intel home and being amongst an amazing family of talented colleagues, I left at the end of 2024, not in anger, but in disappointment. Intel gave me a career I'm proud of, and I have deep respect for many of the people in this room. It is precisely because of that respect that I'm here today. I sat through the same annual code of conduct training you all know, the one that opens with, "Intel does not support or tolerate our products being used to adversely impact human rights." Yet the current position on this proposal disappoints. On the question of the UN Guiding Principles, the board's opposition states that Intel follows the UN Guiding Principles on Business and Human Rights.
I want to gently but honestly push back on that characterization. The UNGPs do not simply require a company to have a policy. They require ongoing context-sensitive due diligence, evidence that findings are integrated into actual decisions, and a willingness to modify or exit relationships when severe harm is identified. A salient risk matrix and a governance committee are important starting points, but they are not the finish line that the UNGPs describe. An independent review, which is all this proposal requests, would either confirm that the company's processes meet that standard or help close the gap. If the company is confident in the processes, it should welcome that scrutiny. On the question of consistency, Intel is genuinely a leader in conflict minerals compliance.
The company applies rigorous, independently audited due diligence to the DRC mineral supply chains because Intel understands that operating in or near conflict zones creates real risk and that shareholders and the public deserve transparency. That principle is right. I simply ask, why does that same standard of independent review not apply to a territory where Intel employs over 10,000 people, accepts billions in government grants, and operates a significant manufacturing facility in a region now subject to active proceedings at the International Court of Justice and the International Criminal Court? Judiciaries are increasingly recognizing that these issues extend beyond reputational concern and into systemic portfolio risk, particularly when companies operate in regions facing allegations of atrocity crimes, escalating legal scrutiny, and sanctions exposure. This is not purely a third-party supply chain question. Intel's own operations, payroll, and infrastructure are directly embedded in the situation.
That makes the need for honest, independent assessment more urgent, not less. On the reality on the ground, shareholders have a right to understand what the independent record shows. The IDF has now accepted that 70,000 Gazans were killed in the war, according to The Times of Israel, Reuters, CNN, and The Guardian. Scholars estimate more than 100,000 total deaths when accounting for those unreached by hospitals. Over 260 journalists and media workers have been killed by Israeli forces. In September 2025, The UN Human Rights Council's Independent Commission of Inquiry formally concluded based on two years of evidence that the conduct in Gaza meets the legal definition of genocide under the 1948 Convention.
I share these facts not to be inflammatory, but because they are the context in which Intel's human rights due diligence is being tested, and because the UN Special Rapporteur's July 2025 report made clear that conducting due diligence does not on its own absolve a company of liability. On what we're actually asking, this proposal simply asks for an independent review and a report, the same mechanism Intel already applies to its mineral supply chains. If processes are sound, the report will confirm it. If there are gaps, Intel will be better positioned to close them before the legal and financial consequences of inaction grow larger. Intel's own code of conduct commits its employees to ethical leadership. That commitment means something most when it is difficult to honor.
The companies that deferred that commitment in other historical moments, like in South Africa, did not fare well in the long judgment of history or the market. I have enormous faith in the people of this company. I'm asking this board to match that faith with action. Please vote yes on this pro-proposal, not as a political statement, but as a commitment to the values Intel asks every employee to uphold every single day. Thank you.
Thank you, Mr. Jarar . We appreciate you presenting the proposal. The board has reviewed this proposal and recommends that stockholders vote against it for the reasons stated in our proxy statement. The third stockholder proposal requests an enduring policy separating the chair and CEO roles and was submitted by Mr. John Chevedden. Mr. James McRitchie has joined us to present the proposal on Mr. Chevedden's behalf. Mr. McRitchie, we would like to offer you five minutes to present your proposal.
Thank you. This is a very simple proposal, I think well understood by most investors. Shareholders request that the board of directors adopt an enduring policy and amend the governing documents as necessary in order that two separate people hold the office of the chairman and the office of the CEO as soon as possible. The chairman of the board shall be an independent director. A lead director shall not be a substitute for an independent board chairman. The board shall have the discretion to select an interim chairman of the board who is not an independent director to serve while the board is required to seek an independent chairman of the board on an accelerated basis. An independent board chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence.
This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. Very simple. Please vote yes, independent board chairman, proposal number eight. Thank you very much.
Thank you, Mr. McRitchie. We appreciate you joining us today and presenting your proposal. The board has reviewed this proposal and recommends that stockholders vote against it for the reasons stated in our proxy statement. With that, I will turn it back to Frank to lead the Q&A.
Thank you, Patrick. We will now proceed with the Q&A session. John Pitzer, Intel's Treasurer and Head of Investor Relations, will now join us and read the questions. Please go ahead, John.
Thank you, Frank. Lip-Bu, the first question is best directed to you. We've received several questions focused on Intel's pace of future manufacturing expansion, including specifically our facility in Ohio. Can you take a few minutes to address?
Thank you, John. This is the important questions that speak directly to how the Board and I think about allocating capital. We are fortunate to be in the current environment where there is strong demand that appears to be sustainable well beyond this year. We continue to advance a number of projects to increase our supply, though we are doing so in the manner that preserve optionality and allow us to be very disciplined in how we are deploying capital. First, we are most focused on maximizing out-output from our current equipments and facilities. That is the highest ROI investment we can make. We are also adding equipments in our existing clean room space to increase capacity across all our nodes, especially Intel 3 and Intel 18A.
As we discussed in our recent earnings call, we are in good shape in terms of clean room space, so our capital spend in 2026 have shifted meaningfully towards the equipment needed to ramp supply quickly. As for Ohio, we are continuing with the construction on the timeline we announced last year. We are maintaining the optionality to adjust, especially as we make progress on our external foundry strategy. It is also important to note we recently announced a major expansion in our back-end manufacturing site in Malaysia, which is needed to support the growing interest in our advanced packaging technologies.
Thank you, Lip-Bu. Frank, the next question is for you. We received several questions on our dividend policy and when the company might resume our dividend program. Would you share your thoughts on this, please?
Sure. As you know, Intel was a dividend-paying stock for many years, and the board strongly believes that excess cash that cannot be reinvested in the business to generate superior returns should be given back to shareholders in the form of buybacks and dividends. The board made a decision to reduce the dividend in 2023 and then suspend it at the end of 2024. While these were not easy decisions to make, they were the right decisions to preserve and protect the long-term interests of Intel shareholders at the time. Since then, the board appointed Lip-Bu CEO, and he and his team have made good progress. The company's balance sheet is in a much better position, the business is executing more effectively, and there's strong financial discipline in the approach to capital spend.
As we look at capital allocation, we have renewed confidence in our execution against a market opportunity which continues to improve. The board firmly believes that the best use of our shareholders' capital at this time is to invest in our product and process roadmaps and build the capacity needed to support demand and capture the opportunities in front of us.
Thank you, Frank. We also received several questions on our competitive position in AI. Over the last several years, other companies have benefited more from the AI infrastructure build-out than Intel. How does Intel plan to achieve and sustain a differentiated competitive advantage in AI compute? Lip-Bu, this is probably best addressed by you.
Thank you, John. The early build-out of AI was focusing on training foundation models, a very GPU-intensive workload. As AI move into the real world, inference, agentic, physical, and edge AI, we see significant increase in CPU density, with CPU to GPU ratio moving from one - eight to parity or better over time. We are well-positioned to benefit from the increasing importance of CPU, and we have multiple opportunities that we can capture. Our core Xeon franchise in products, our new and growing position in ASICs, advanced packaging, and external wafers. We are also focusing on power-optimized accelerating opportunity, and we'll do this through both internal product development and external partnering.
In addition, especially as you see AI move into the physical world at the edge, we think our Core Ultra platform is a great starting point to build meaningful business in robotics and edge AI. We recently hire new talents into the company to help accelerate these efforts. I'm fully committed to capitalize on these opportunities to capture sustainable and profitable growth.
Thank you. We also had multiple questions asking about our progress on Intel 18A. Lip-Bu, can you tell us a bit about how 18A yields are trending?
18A yields are trending ahead of our internal plan and are now consistently improve month-over-month. We still have work to do, but I'm pleased with the team progress over the last year. On Intel 18A-P and Intel 14A, we continue to be encouraged by our external engagements. Intel 14A maturity, yield, and performance are outpacing Intel 18A at similar point in time. We continue to develop PDKs with multiple customer actively evaluating the technology, and their partnership has been critical, and their feedback has continued to help us define the technology, so we are cater to their needs.
That was the last question. I'll turn things back over to Frank.
Thank you for all your questions. The question and answer session is now closed. Patrick, would you please provide the preliminary voting results?
Yes. Thank you, Frank. The polls are now closed. The preliminary results of the stockholder vote are as follows. Proposal one, each of the 11 director nominees has been reelected. Proposal two, the ratification of the selection of the company's independent auditors has been approved. Proposal three, the advisory vote to approve executive compensation has been approved. Proposal four, the amendment and restatement of the 2006 equity incentive plan has been approved. Proposal five , the amendment and restatement of the 2006 employee stock purchase plan has been approved. Proposal six, the stockholder proposal requesting a report on risk of China exposure was not approved. Proposal seven, the stockholder proposal requesting a report on Intel's human rights due diligence process was not approved. Proposal eight, the stockholder proposal requesting an enduring policy separating the Chair and CEO roles was not approved.
Final vote tallies, including any ballots submitted today, will be posted on our website and reported with the SEC within four business days. We would like to direct your attention to Intel's investor relations website at intc.com, where you can find the latest information about the company. On the website, you can sign up for electronic delivery of stockholder communications, such as the proxy statement and annual report, which reduces the paper in your mailbox and reduces mailing costs and environmental impact. Now, one last time, I return it back to Frank.
Thank you, Patrick. We've now completed all items on the agenda for this meeting. As such, I declare this meeting adjourned. On behalf of Intel, thank you for attending this year's annual stockholders meeting.
This now concludes the meeting. Thank you for joining, and have a pleasant day.