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2008 Annual Report
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Introduction
Proxy Statement
Proposal 1: Election of Directors
Corporate Governance
Director Compensation
Security Ownership
Relationships & Transactions
Compensation Discussion and Analysis
Report of the Compensation Committee
Executive Compensation
Report of the Audit Committee
Proposal 2: Selection of Accounting Firm
Proposal 3: 2006 Equity Incentive Plan
Proposal 4: Stock Option Exchange Program
Proposal 5: Advisory Vote on Executive Compensation
Proposal 6: Cumulative Voting
Proposal 7: Human Right to Water
Additional Information
Exhibit A: 2006 Equity Incentive Plan
Site Map
Site Map
Introduction
Letter From Your Chairman
Notice of Meeting
Internet Availability of Proxy Materials
Attending the Annual Meeting
Questions
Proxy Statement
Proposal 1: Election of Directors
Recommendation of the Board
Corporate Governance
Board Responsibilities and Structure
Board Committees and Charters
Audit Committee
Compensation Committee
Corporate Governance and Nominating Committee
Executive Committee
Finance Committee
Board Attendance
Director Independence
Independence Determinations
Code of Conduct
Communications from Stockholders to Directors
Corporate Governance Guidelines
Director Compensation
Director Summary Compensation
Equity Awards
Other Director Compensation Programs
Security Ownership
Relationships & Transactions
Compensation Discussion and Analysis
Executive Summary
2008 Financial and Stock Performance
Determining Executive Compensation
2008 Compensation Determinations
Elements of Compensation
Base Salary
Performance-Based Compensation
Performance-Based Cash Compensation
Equity Incentive Plans
Changes to Equity Incentive Programs for 2009
Risk Analysis of Intel's Performance-Based Compensation Plans
Post-Employment Compensation Arrangements
Other Compensation Policies
Report of the Compensation Committee
Executive Compensation
Summary Compensation
Grants of Plan-Based Awards
2008 Operational Goal Categories
Outstanding Equity Awards
Option Exercises and Stock Vested
Pension Benefits
Non-Qualified Deferred Compensation
Employment Contracts
Report of the Audit Committee
Proposal 2: Selection of Accounting Firm
Fees Paid to Ernst and Young LLP
Recommendation of the Board
Proposal 3: 2006 Equity Incentive Plan
Background on Equity Compensation
Equity Compensation Plan Key Metrics
Equity Compensation Plan Information
Key Terms
Overview of the 2006 Equity Incentive Plan
Recommendation of the Board
Proposal 4: Stock Option Exchange Program
Background
Rationale for Option Exchange
Structure of the Option Exchange
Impact of Option Exchange
Option Exchange Process
Stock Option Exchange Ratios
Conclusion
Recommendation of the Board
Proposal 5: Advisory Vote on Executive Compensation
Recommendation of the Board
Proposal 6: Cumulative Voting
Recommendation of the Board
Proposal 7: Human Right to Water
Recommendation of the Board
Additional Information
Additional Meeting Information
Other Matters
Stockholders Sharing the Same Last Name and Address
Exhibit A: 2006 Equity Incentive Plan
© 2009 Intel Corporation
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