SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [X] Preliminary Proxy [ ] Confidential, for use of the Statement commission only (as permitted by Rule 14a- 6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or rule 14a- 12 INTEL CORPORATION ------------------------------- (Name of Registrant as Specified in Its Charter) ------------------------------- (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a- 6(I)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0- 11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------- (5) Total fee paid: ------------------------------- [ ] Fee paid previously with preliminary materials: ------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. ------------------------------- (1) Amount previously paid: ------------------------------- (2) Form, Schedule or Registration Statement no.: ------------------------------- (3) Filing Party: ------------------------------- (4) Date Filed: INTEL CORPORATION 2200 Mission College Blvd. P. O. Box 58119 Santa Clara, CA 95052-8119 (408) 765-8080 [INTEL LOGO] Dear Stockholder: Intel's 1997 Annual Meeting of Stockholders will be held on May 21, 1997 at the Hotel Sofitel in Redwood City, California, and we look forward to your attending either in person or by proxy. The Notice of Meeting, the Proxy Statement and the Proxy Card from the Board of Directors is enclosed and provides further information concerning the Meeting. At this year's Meeting the agenda includes the annual election of directors, a proposal to approve an increase in the number of authorized shares of Intel Common Stock, and a proposal to ratify the appointment of our independent auditing firm. The Board of Directors recommends that you vote FOR the election of the slate of nominees for directors, FOR the appointment of the independent auditors, and FOR the proposal to approve the increase in authorized shares of Common Stock. Max Palevsky, one of our founding directors (since 1968) will not be standing for re-election. Max has provided Intel with invaluable assistance for 29 years and we will still look to his wise counsel in his new position as Director Emeritus. At the same time, we have recently welcomed John Browne to the Board as our newest director. John is Group Chief Executive of The British Petroleum Company p.l.c. and we look forward to his bringing to Intel his years of international experience managing a large and widely dispersed industrial organization. John is appearing on our slate of director nominees for the first time. Please refer to the enclosed Proxy Statement for the detailed information on each of these proposals. If you have any further questions concerning the Annual Meeting or any of the proposals, please feel free to contact Intel at 1-800-298-0146 (US) or 800- 628-8510 (outside US, call collect), or speak with D.F. King & Co., our proxy solicitors, at (312) 461-5545. Sincerely yours, /s/Gordon E. Moore Gordon E. Moore Chairman of the Board Notice of 1997 Annual Meeting of Stockholders and Proxy Statement [INTEL LOGO] TABLE OF CONTENTS Page Notice of Annual Meeting of Stockholders Proxy Statement Election of Directors (Proposal 1) 2 Board Committees and Meetings 6 Directors' Compensation 6 Report of the Compensation Committee on Executive 7 Compensation Compensation Committee Interlocks and Insider 11 Participation Employment Contracts and Change of Control 11 Arrangements Stock Price Performance Graph 12 Executive Compensation 13 Security Ownership of Certain Beneficial Owners and 16 Management Ratification of Selection of Independent Auditors 18 (Proposal 2) Amendment of Company's Restated Certificate of 18 Incorporation to Increase the Number of Authorized Shares of Common Stock(Proposal 3) Stockholder Proposals and Nominations 21 Other Matters 21 Communicating with the Company 23 Directions to Hotel Sofitel Back Cover Map to Hotel Sofitel Back Cover RETURN OF PROXY Please complete, sign, date, and return the accompanying proxy promptly in the enclosed addressed envelope even if you plan to attend the Annual Meeting. Postage need not be affixed to the enclosed envelope if mailed in the United States. If you attend the Annual Meeting and vote in person, your proxy will not be used. The immediate return of your proxy will be of great assistance in preparing for the Annual Meeting and is therefore urgently requested. IF YOU PLAN TO ATTEND THE MEETING The Annual Meeting will be held at 9:00 a.m. (PDT) on May 21, 1997 at the Hotel Sofitel, 223 Twin Dolphin Drive, Redwood City, California, which is located at Redwood Shores. A map to the hotel is printed on the back cover of this Proxy Statement. Signs will direct you to the conference room where the Annual Meeting will be held. Please note that the doors to the meeting room at the Hotel Sofitel will not open for admission until 8:30 a.m. If you do not own shares in your own name and you plan to attend the meeting and vote your shares in person, you should contact your broker or agent in whose name your shares are registered to obtain a broker's proxy and bring it to the Annual Meeting in order to vote. [INTEL LOGO] INTEL CORPORATION Notice of Annual Meeting of Stockholders May 21, 1997 9:00 a.m., Pacific Standard Time Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of Intel Corporation ("Intel" or the "Company") which will be held on May 21, 1997 at the Hotel Sofitel, 223 Twin Dolphin Drive, Redwood City, California, at 9:00 a.m., Pacific Standard time. A map to the location appears on the back cover of the Proxy Statement. The Meeting is being held for the following purposes: 1. To elect a Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected or appointed; 2. To ratify the appointment of the accounting firm of Ernst & Young LLP as independent auditors for the Company for the current year; 3. To approve the amendment of the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock; and 4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. These items are fully discussed in the following pages, which are made part of this Notice. Only stockholders of record on the books of the Company at the close of business on March 24, 1997 will be entitled to vote at the meeting. A list of stockholders entitled to vote will be available for inspection at the offices of Intel, 2200 Mission College Blvd., Santa Clara, CA 95052, for ten days prior to the Annual Meeting. Stockholders are requested to complete, date, sign and return the enclosed proxy card as promptly as possible. The giving of such proxy will not affect your right to vote in person should you decide to attend the Annual Meeting. THE BOARD OF DIRECTORS /s/F. THOMAS DUNLAP, JR. By: F. THOMAS DUNLAP, JR., Secretary Santa Clara, California April 7, 1997 DOORS WILL OPEN AT 8:30 a.m. First mailed to stockholders on or about April 7, 1997 [INTEL LOGO] INTEL CORPORATION 2200 Mission College Boulevard Santa Clara, California 95052-8119 PROXY STATEMENT The enclosed proxy is solicited by the Board of Directors of Intel Corporation ("Intel" or the "Company") for use in voting at the Annual Meeting of Stockholders to be held at the Hotel Sofitel, 223 Twin Dolphin Drive, Redwood City, California, on Wednesday, May 21, 1997, at 9:00 a.m., and at any postponement or adjournment thereof, for the purposes set forth in the attached notice (the "Annual Meeting" or the "Meeting"). Voting and Revocability of Proxies When proxies are properly dated, executed and returned, the shares they represent will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted FOR the election of the nominees for directors set forth herein, FOR ratification of the appointment of auditors, and FOR the amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock. In addition, if other matters come before the Meeting, the persons named in the accompanying form of proxy will vote in accordance with their best judgment with respect to such matters. A stockholder giving a proxy has the power to revoke it at any time prior to its exercise by voting in person at the Annual Meeting, by giving written notice to the Secretary prior to the Annual Meeting or by giving a later dated proxy. Each share of Common Stock outstanding on the record date will be entitled to one vote on all matters. The eleven candidates for election as directors at the Annual Meeting who receive the highest number of affirmative votes will be elected. The ratification of the independent auditors for the Company for the current year will require the affirmative vote of a majority of the shares of the Company's Common Stock present or represented and entitled to vote at the Annual Meeting. The amendment of the Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock will require the affirmative vote of a majority of the shares of the Company's outstanding Common Stock. Because abstentions with respect to any matter are treated as shares present or represented and entitled to vote for the purposes of determining whether that matter has been approved by the stockholders, abstentions have the same effect as negative votes. Broker non- votes and shares as to which proxy authority has been withheld with respect to any matter are not deemed to be present or represented for purposes of determining whether stockholder approval of that matter has been obtained. Record Date and Share Ownership Only stockholders of record on the books of the Company at the close of business on March 24, 1997 will be entitled to vote at the Annual Meeting. Presence in person or by proxy of a majority of the shares of Common Stock outstanding on the record date is required for a quorum. As of the close of business on February 28, 1997 there were outstanding ______________________ shares of Common Stock. ELECTION OF DIRECTORS (Proposal 1) Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees named below. Each of the current directors has been nominated for election to the Board of Directors except Max Palevsky, a director for 29 years, who is not standing for re-election. If any such nominee is unable or unwilling to serve as a nominee for the office of director at the time of the Annual Meeting, the proxies may be voted for either (i) a substitute nominee who shall be designated by the proxy holders or by the present Board of Directors to fill such vacancy or (ii) for the balance of the nominees, leaving a vacancy. Alternatively, the size of the Board may be reduced accordingly. The Board of Directors has no reason to believe that any of such nominees will be unwilling or unable to serve if elected as a director. Such persons have been nominated to serve until the next annual meeting of stockholders or until their successors, if any, are elected or appointed. The Board of Directors recommends a vote FOR the election of each of the nominees listed below. Craig R. Barrett Craig R. Barrett has been Executive 57 Years Old Vice President of the Company since Director Since 1992 1990, a director of Intel since Executive Vice 1992 and Chief Operating Officer President and Chief since 1993. The Board of Directors Operating Officer of has elected Dr. Barrett President the Company and Chief Operating Officer effective May 21, 1997. Dr. Barrett joined the Company in 1975. [PHOTO APPEARS HERE] In 1984 he was elected Vice President and in 1985 became Vice President and General Manager, Components Technology and Manufacturing Group. Dr. Barrett became a Senior Vice President in 1987 and General Manager of the Microcomputer Components Group in 1989. Dr. Barrett is also a director of Komag, Incorporated, and a member of the National Academy of Engineering. John Browne John Browne is a Managing Director 49 Years Old and the Group Chief Executive of Director Since The British Petroleum Company January, 1997 p.l.c. Mr. Browne is also a Group Chief Executive director of SmithKline Beecham and of The British a Trustee of the British Museum. Petroleum Company Mr. Browne was elected to the Board of Directors of Intel Corporation in January, 1997. Mr. Browne is [PHOTO APPEARS HERE] also a Fellow of the Royal Academy of Engineering in the United Kingdom. Winston H. Chen (1) Winston H. Chen has been a director 55 Years Old of Intel since 1993. He is Director Since 1993 Chairman of Paramitas Foundation, a Chairman of Paramitas charitable foundation. During 1978- Foundation 1994, he held several positions at Solectron Corporation, an electronics contract manufacturer [PHOTO APPEARS HERE] in Milpitas, California, including President, Chief Executive Officer and Chairman of the Board of Directors. Dr. Chen continues as a director of Solectron. He is also a director of Edison International (Inc.), and a member of the Board of Trustees of Santa Clara University and the Board of Trustees of Stanford University. Andrew S. Grove (3) Andrew S. Grove has been a director 60 Years Old of Intel since 1974, President of Director Since 1974 the Company since 1979 and Chief President and Chief Executive Officer of Intel since Executive Officer of 1987. Dr. Grove participated in the Company the founding of the Company in 1968 and served as Vice President and Director of Operations through [PHOTO APPEARS HERE] 1974. He became Executive Vice President in 1975 and was Chief Operating Officer from 1976 to 1989. The Board of Directors has elected Dr. Grove Chairman of the Board of Directors and Chief Executive Officer effective May 21, 1997. Dr. Grove is a member of the National Academy of Engineering and a Fellow of the Institute of Electrical and Electronic Engineers ("IEEE"). D. James Guzy (4) D. James Guzy has been a director 61 Years Old of Intel since 1969. Since 1969, Director Since 1969 he has been President of the Arbor President of the Arbor Company, a limited partnership Company engaged in the electronics and computer industry. Mr. Guzy is also a director of Cirrus Logic, Inc., [PHOTO APPEARS HERE] Micro Component Technology, Inc., Novellus Systems, Inc., Davis Selected Group of Mutual Funds and Alliance Capital Management Technology Fund. Gordon E. Moore (3) Gordon E. Moore has been a director 68 Years Old of Intel since 1968 and Chairman of Director Since 1968 the Board since 1979. Effective Chairman of the Board May 21, 1997, Dr. Moore will become of the Company Chairman Emeritus and will continue to serve as a member of the Company's Executive Office. Dr. [PHOTO APPEARS HERE] Moore co-founded the Company in 1968 and has served on the Board since that time. Prior to 1975, Dr. Moore served as Executive Vice President. Between 1975 and 1979, Dr. Moore served as President and between 1975 and 1987 he served as Chief Executive Officer of the Company. Currently, Dr. Moore is also a director of Gilead Sciences, Inc., Transamerica Corporation and Varian Associates, Inc. He is also Chairman of the Board of Trustees of the California Institute of Technology, a member of the National Academy of Engineering, a Fellow of the IEEE and a member of the Board of Directors of Conservation International. Arthur Rock (1-4) Arthur Rock has been a director of 70 Years Old Intel since its founding in 1968. Director Since 1968 He is Chairman of the Executive Venture Capitalist Committee and of the Audit & Finance Committee of the Board of Directors. Mr. Rock is a principal [PHOTO APPEARS HERE] of Arthur Rock & Company, a venture capital firm. He is also a director of Argonaut Group, Inc., AirTouch Communications, Inc. and Echelon Corporation, and a trustee of the California Institute of Technology. PRELIMINARY PROXY Jane E. Shaw (1, 2) Jane E. Shaw has been a director of 58 Years Old Intel since 1993. She founded The Director Since 1993 Stable Network, a biopharmaceutical Founder of The Stable consulting company, in 1995. She Network was President and Chief Operating Officer of ALZA Corporation, a drug delivery company, from 1987 to [PHOTO APPEARS HERE] 1994. Dr. Shaw joined ALZA in 1970 and held several positions within the company, including Principal Scientist, Executive Vice President of ALZA Corporation, Director of ALZA Corporation and Chairman of the Board of ALZA Limited, U.K. From 1970 to 1972, Dr. Shaw held an appointment as Assistant Professor, Department of Physiology, at Stanford University. She is currently a director of Aviron, McKesson Corporation and Boise Cascade Corporation, and Chairman of the Board of IntraBiotics Pharmaceuticals, a privately-held developer of antimicrobial drugs. Leslie L. Vadasz Leslie L. Vadasz has been a 60 Years Old director of Intel since 1988 and Director Since 1988 became Senior Vice President, Senior Vice President, Director of Corporate Business Director of Corporate Development in 1991. Mr. Vadasz Business Development of joined the Company in 1968 when it the Company was founded and became Director of Engineering in 1972. In 1975 he was elected Vice President and in [PHOTO APPEARS HERE] 1976 became Assistant General Manager of the Microcomputer Division. From 1977 to 1979, he was Vice President, General Manager of the Microcomputer Components Division. Mr. Vadasz became a Senior Vice President in 1979 and served as Director of Corporate Strategic Staff from 1979 to 1986. From 1986 to 1990, he was Senior Vice President, General Manager, then President of the Systems Group. He is a Fellow of the IEEE. David B. Yoffie (2, 4) David B. Yoffie has been a director 42 Years Old of Intel since 1989. He is Director Since 1989 Chairman of the Compensation Professor of Business Committee of the Board of Administration, Harvard Directors. He has been Professor University of Business Administration at Harvard University since 1990 and in June 1993 was appointed to the [PHOTO APPEARS HERE] position of Max & Doris Starr Professor of International Business Administration. He was Associate Professor of Business Administration from 1985 to 1990 and has been on the Harvard faculty since 1981. He is also a member of the Boards of Directors of Evolve Software, Inc., Physiologica, Inc., Bion, Inc. and the National Bureau of Economic Research. Charles E. Young (1) Charles E. Young has been a 65 Years Old director of Intel since 1974. He Director Since 1974 has been Chancellor of the Chancellor of the University of California at Los University of Angeles since 1968. He is also California, Los Angeles Chairman of the Board of Governors Foundation for the International Exchange of Scientific and Cultural [PHOTO APPEARS HERE] Information by Telecommunications, a member of the National Committee on United States-China Relations, Inc. and a director of Nicholas- Applegate Fund, Inc. and a trustee of Nicholas-Applegate Mutual Funds. (1) Member of the Audit & Finance Committee. (2) Member of the Compensation Committee. (3) Member of the Executive Committee. (4) Member of the Nominating Committee. Except as noted above, each of the nominees has been engaged in the principal occupation set forth above during the past five years. There are no family relationships among any directors or executive officers of the Company. Stock ownership information is shown under the heading "Security Ownership of Certain Beneficial Owners and Management" and is based upon information furnished by the respective individuals. Retiring Director Max Palevsky Max Palevsky has been a director of 72 Years Old Intel since 1968 and currently is Director Since 1968 Chairman of the Nominating Member of the Committee of the Board of Compensation and Directors. In accord with the Nominating Committees Board's retirement policy for its Self-Employed Investor members, Mr. Palevsky is not standing for re-election at the Annual Meeting. He is a self- [PHOTO APPEARS HERE] employed investor and serves as a director of Komag, Incorporated. Mr. Palevsky founded Scientific Data Systems, Inc. in 1961, which was acquired by Xerox Corporation in 1969, at which time he became a director and Chairman of the Executive Committee of Xerox Corporation. He retired as a director of Xerox in 1972. Directors Emeriti Richard Hodgson and Sanford Kaplan retired as active directors of Intel Corporation in 1993, following 19 years each of service as directors. They were elected by the Board to act as Directors Emeriti. Messrs. Hodgson and Kaplan are eligible to attend Board and Committee meetings, but do not have voting rights. Upon the retirement of Max Palevsky from the Board of Directors (see above), the Board similarly intends to elect Mr. Palevsky a Director Emeritus. BOARD COMMITTEES AND MEETINGS The Company has standing Executive, Audit & Finance, Nominating, and Compensation Committees of the Board of Directors. In March 1996, the Stock Option Committee was combined with, and new committee members were appointed to, a reconstituted Compensation Committee. The members of the committees are identified with the list of Board nominees on the preceding pages. The Audit & Finance Committee recommends for approval by the Board of Directors a firm of certified public accountants whose duty it is to audit the financial statements of the Company for the fiscal year in which they are appointed, and monitors the effectiveness of the audit effort, the Company's internal financial and accounting organization and controls and financial reporting. The Audit & Finance Committee also considers various capital and investment matters. The Audit & Finance Committee held 3 meetings during 1996. The Nominating Committee makes recommendations to the Board regarding the size and composition of the Board. The Committee establishes procedures for the nomination process, recommends candidates for election to the Board of Directors and nominates officers for election by the Board. The Nominating Committee held four meetings during 1996. The Nominating Committee will consider nominees proposed by the stockholders. Any stockholder who wishes to recommend a prospective nominee for the Board of Directors for the Nominating Committee's consideration may do so by giving the candidate's name and qualifications in writing to the Secretary of the Company, M/S SC4-203, 2200 Mission College Blvd., Santa Clara, CA 95052-8119. The Compensation Committee administers the Company's stock option plans, including the review and grant of stock options to officers and other employees under the Company's stock option plans. The Compensation Committee also reviews and approves various other Company compensation policies and matters, and reviews and approves salaries and other matters relating to compensation of the executive officers of the Company. The Compensation Committee acted by written consent 14 times and met 4 times during 1996, and the predecessor Stock Option Committee acted by written consent 6 times during 1996. The Stock Option Committee was combined with the Compensation Committee in March 1996. The Board of Directors held 8 meetings and acted by written consent 2 times during 1996. No director attended less than 75% of all the meetings of the Board and those committees on which he or she served in 1996. DIRECTORS' COMPENSATION Directors who are Company employees receive no additional or special remuneration for serving as directors. Non-employee directors are paid $20,000 per year. In addition, non-employee directors are paid $2,000 plus out-of-pocket expenses per Board of Directors regular meeting attended. Mr. Rock receives an additional $6,000 as Chairman of the Executive Committee. In accord with the 1984 Stock Option Plan, each year each non-employee director has been automatically granted an option to purchase 5,000 shares of Company stock at an exercise price not less than the fair market value on the date of grant. During 1996, each non-employee director was granted an option to purchase a total of 5,000 shares at an exercise price of $69.63 per share. Mr. Browne joined the Board in 1997, and in March 1997, received an option to purchase 2,500 shares at an exercise price of $________. Non-employee director options are exercisable in full one year from the date of grant. Commencing with 1997, the 1984 Stock Option Plan has been amended to provide that option grants to non-employee directors will be set by the Board of Directors each year in amounts not to exceed 5,000 shares per director per year. In light of the Company's stock price appreciation since the 5,000 share option grants were first provided for, the directors intend to set the annual director option grants in 1997 at 2,500 shares. In 1990, the Company adopted a retirement program for non- employee directors. The Director's Retirement Program provides a retirement benefit to any director who is not an employee of the Company and who has either been a non-employee director for at least ten years or has been a non-employee director for at least five years and retires after age 65. The retirement program will pay an annual benefit equal to the retainer fee in effect at the time of payment, to be paid beginning at commencement of retirement and continuing for the lesser of the number of years served as a non-employee director or the life of the director. Pursuant to the Director's Retirement Program, Messrs. Hodgson and Kaplan are each eligible to receive an annual benefit equal to $20,000, payable in quarterly installments. They each received $20,000 under this plan in 1996. Mr. Palevsky, upon his retirement as a director in May, will also be eligible for this plan. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION The Company's executive compensation program is administered by the Compensation Committee of the Board of Directors. In this regard, the role of the Compensation Committee, which is comprised entirely of outside, non-employee directors, is to review and approve salaries and other compensation of the executive officers of the Company and to administer the Executive Officer Bonus Plan. The Committee also reviews and approves various other Company compensation policies and matters and administers the Company's stock option plans, including the review and approval of stock option grants to the executive officers of the Company. General Compensation Philosophy The Company's compensation philosophy is that total cash compensation should vary with the performance of the Company in attaining financial and non-financial objectives and that any long-term incentive compensation should be closely aligned with the interests of the stockholders. TOTAL CASH COMPENSATION for the executive officers consists of the following components: - Base salary; - An executive officer cash bonus that is related to growth in earnings per share of the Company and is based on an individual bonus target for the performance period (See "Executive Officer Bonus Plan"); and - A cash bonus that is proportional to corporate profitability and which is paid to all employees of the Company (See Employee Cash Bonus Plan). In addition, most employees, including the executive officers, received a special flat-amount bonus for 1996 (the "1996 year-end bonus") which was granted on account of the Company's excellent 1996 financial results. LONG-TERM INCENTIVE COMPENSATION is realized through the granting of stock options to most employees, including eligible executive officers. The Company has no other long-term incentive plans. In addition to encouraging stock ownership by granting stock options, the Company further encourages its employees to own Company stock through a tax-qualified employee stock purchase plan which is generally available to all employees. This plan allows participants to buy Company stock at a discount to the market price with up to 10% of their salary and bonuses (subject to certain limits), therefore allowing employees to profit when the value of the Company's stock increases over time. In setting the base salary and individual bonus target amount (hereafter together referred to as "BSBT") for executive officers, the Compensation Committee reviews information relating to executive compensation of US-based companies that are considered generally comparable to the Company (a majority of which companies are included in the Dow Jones Technology Index). While there is no specific formula that is used to set pay in relation to this market data, executive officer BSBT is generally set to be slightly below the median salaries for comparable jobs in the market place. However, when the Company's business groups meet or exceed certain predetermined financial and non-financial goals, amounts paid under the Company's performance based compensation programs may lead to total cash compensation levels which are higher than the median salaries for comparable jobs. The Compensation Committee also reviews the compensation levels of the executive officers for internal consistency relative to the 100 most highly paid employees of the Company. Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), places a limit of $1,000,000 on the amount of compensation that may be deducted by the Company in any year with respect to each of the Company's five most highly paid executive officers. Certain performance based compensation that has been approved by stockholders is not subject to the deduction limit. The Company's 1984 and 1988 stock option plans and Executive Officer Bonus Plan are qualified so that awards under such plans constitute performance based compensation not subject to Section 162(m) of the Code. However, in order to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible. Base Salary The Compensation Committee reviews the history of and proposals for the compensation package of each of the Company's executive officers, including BSBT and its base salary and performance based compensation components. The base salary is then set as a percentage of BSBT, taking into account the level and amount of responsibility of the individual. In general, executive officers having the highest level and amount of responsibility have the lowest percentage of their BSBT as base salary and the highest percentage of their BSBT as their individual bonus target amount. For example, in 1996, the base salary for Dr. Grove, the executive officer with the highest level and amount of responsibility, was 50% of his total BSBT. The other executives' base salaries were determined in the same manner, but the base salary segment as a percentage of their BSBT for 1996 ranged from 50% to 64% depending on their job responsibilities. Once fixed, base salary does not depend on the Company's performance. As a result of this process, and in accordance with the Company's compensation philosophy that total cash compensation should vary with Company performance, the Compensation Committee establishes base salaries of the Company's executive officers at levels which the Compensation Committee believes are below the median base salaries of executives of companies considered by the Compensation Committee to be comparable to the Company. Thus, as set forth below, a large part of each executive officer's potential total cash compensation is dependent on the performance of the Company as measured through its performance based compensation programs. Performance Based Compensation The Company has several performance based compensation programs in which the majority of Intel's employees are eligible to participate. Most Company employees not compensated on a commission basis participate in the Employee Bonus Program ("EBP"). For the executive officers, participation in the Executive Officer Bonus Plan (the "EOBP") is in lieu of participation in the EBP. Executive Officer Bonus Plan The EOBP is a cash-based incentive bonus program. The purpose of the EOBP is to motivate and reward eligible employees for good performance by making a portion of their cash compensation dependent on growth in earnings per share ("EPS") of the Company. The EOBP provides for the determination of a maximum bonus amount which is established annually for each executive officer pursuant to a predetermined objective formula, subject to a maximum annual limit of $5,000,000. Under this predetermined formula, the maximum bonus payment for any performance period is the product of (i) the executive officer's individual bonus target for the performance period and (ii) the numerical value of the Company's EPS for the performance period multiplied by a pre- established factor (the "multiplier") which is set by the Compensation Committee. For purposes of this formula, "EPS" means the greater of (x) the Company's operating income or (y) the Company's net income, in each case per weighted average common and common equivalent shares outstanding during such performance period. The EPS data to be utilized in the calculations (and which is also used in the Company's published financial statements) is reviewed and approved by the Compensation Committee. In January 1996, the Compensation Committee established individual bonus targets which ranged from $90,000 to $425,000 for each of the then executive officers (representing a range of 36% to 50% of BSBT), and set the multiplier as 0.90 for the 1996 performance period. During this period, operating income per share of $8.51 exceeded net income per share of $5.81 and led to an EPS value, as defined, of $8.51 to be used in the formula for determining the maximum bonus amount. Under the EOBP, the Compensation Committee has discretion to reduce (but not to increase) an individual's actual bonus payment from the amount which would otherwise be payable under the above formula. In the past, the Compensation Committee has exercised its discretion to pay bonuses at amounts which were below the maximum amounts permitted under the EOBP. The EOBP does not specify the factors which the Compensation Committee evaluates in the exercise of its discretion to reduce bonus payments under the EOBP and does not require the Compensation Committee to make such a reduction. The EOBP requires that an executive officer be on the Company's payroll as of the last day of the performance period for which the bonus is payable in order to be eligible to receive payment of the bonus for such performance period. For the 1996 performance period, the Compensation Committee chose to exercise its discretion to reduce the bonus amounts paid under the EOBP to the amounts which would have been paid to the executive officers under the EBP. Bonus payments under the EBP are generally lower than the maximum bonuses payable under the EOBP in part because the EBP formula utilizes reported EPS (adjusted to reflect any unusual income statement items) whereas the EPS utilized in the EOBP formula is based on the greater of operating income or net income as described above. The EBP formula also takes into account whether certain business group objectives have been met over the performance period. For example, for 1996, business group objectives considered in determining the payouts under the EBP included financial and non- financial goals such as sales, customer satisfaction, productivity measures, cost reduction and employee training. The particular goals are set each year and vary from year to year. In determining bonuses payable to the executive officers with responsibility for overall performance of the Company, such as the Chairman of the Board, the Chief Executive Officer and the Chief Operating Officer, the Compensation Committee took into account the corporate average score on achievement of business objectives. For those executive officers with specific responsibility for a particular business group, achievement scores were based on either the individual business group's score, or a combination of the group's score and the corporate average score. Employee Cash Bonus Plan The Employee Cash Bonus Plan (the "ECBP") is a profit- sharing program that offers cash rewards to all employees, including executive officers, based on corporate profitability. Twice a year, employees receive .55 day's pay for every two percentage points of corporate pretax profit as a percentage of revenues, or a total payment based on 4% of net income, whichever is greater. The Employee Cash Bonus is paid in the first and third quarters of each year based on corporate performance for the preceding two quarters. During 1996, payments based on 4% of net income resulted in an annual cash bonus payout under the ECBP of 25.9 days' pay per employee or 10.0% of eligible employee earnings. Employees were awarded an additional 1.0 day's pay for the second half of 1996 as a result of meeting corporate goals under a vendor of choice (customer satisfaction) program. In addition, most employees, including the executive officers, received a special flat-amount bonus for 1996 which was granted on account of the Company's excellent 1996 financial results. Profit Sharing Retirement Plans The Company has both tax-qualified and non-qualified capital accumulation/retirement plans (the "Profit Sharing Retirement Plans"). The tax-qualified plans are available to eligible employees in the U.S. and Puerto Rico, and there are similar Plans for certain of the Company's non-U.S. subsidiaries. The non-qualified plan is a supplemental plan which provides to eligible employees in the U.S. those contributions that could not be contributed to their accounts under the qualified plan because of limitations under the Internal Revenue Code. The Profit Sharing Retirement Plans are defined contribution plans that are designed to accumulate retirement funds for employees, including the executive officers, and to allow the Company to make contributions or allocations to those funds. The Company contribution is totally discretionary and is not based on any formula. The contributions approved by the Board may vary with the financial performance of the Company, in particular, the revenues and EPS of the Company. However, there are no corporate performance factors or other specific factors that are required to be considered by the Board in determining the contribution. Contributions made by the Company under the plans vest based on years of service. Vesting begins after three years of service in 20% annual increments until the employee is 100% vested after seven years. For 1996, the discretionary Company contributions (including allocation of forfeitures) to the Profit Sharing Retirement Plans for all eligible employees, including executive officers, equaled 12.5% of eligible salary. Contributions to the qualified plan are limited under the Code. Where Code limits applied, the excess, up to 12.5% of eligible salary, was allocated to the non- qualified plan for eligible employees, including executive officers. Stock Options Stock options are granted by the Company to aid in the retention of employees and to align the interests of employees with those of the stockholders. Stock options have value for an employee only if the price of the Company's stock increases above the fair market value on the grant date and the employee remains in the Company's employ for the period required for the stock option to be exercisable, thus providing an incentive to remain in the Company's employ. In addition, stock options directly link a portion of an employee's compensation to the interests of stockholders by providing an incentive to maximize stockholder value. Commencing in 1997, the Company has a 1997 Stock Option Plan for use with employees other than officers and directors; and 1984 and 1988 Stock Option Plans, as amended, which will generally be employed in making grants to officers and directors. Grants under the Company's 1997 Stock Option Plan, (the "SOP") may be made at the time an employee commences working for the Company and thereafter may be made on an annual basis as a part of the Company's employee performance review process. In general, initial grants are exercisable in increasing increments over a five-year period and subsequent grants are first exercisable five years after the date of grant (e.g., options granted in 1997 become exercisable in 2002). Stock options under all three plans are granted at a price equal to the fair market value on the date of grant. The level of stock options granted (i.e., the number of shares subject to each stock option grant) is based on the Committee's evaluation of an employee's ability to impact future corporate results. An employee's ability to impact future corporate results depends on the level and amount of job responsibility of the individual. Therefore, the level of stock options granted is directly proportional to job responsibility. For example, Dr. Grove as the Chief Executive Officer has the highest level of responsibility and in 1996 was awarded the highest level of stock options. However, the 1984 plan limits the total number of shares subject to options that may be granted to any one participant in any year to 1% of the total number of shares outstanding on January 1, 1994 (i.e., 8,363,520 shares). In 1996, stock options for the executive officers were granted upon recommendation of management and approval of the Compensation Committee based on their subjective evaluation of the appropriate amount for the level and amount of responsibility of each executive officer. Company Performance and CEO Compensation The Company's compensation program is leveraged towards the achievement of corporate and business objectives. This pay-for- performance program is most clearly exemplified in the compensation of the Company's Chief Executive Officer, Dr. Grove. Dr. Grove does not have an employment contract. Dr. Grove's BSBT is determined in the same manner as described above for all executive officers. In setting compensation levels for the Chief Executive Officer, the Compensation Committee considers data reflecting comparative compensation information from other companies. In line with the Compensation Committee's general practice and discretionary authority, however, Dr. Grove's 1996 salary and individual bonus target were not tied directly to the comparative compensation data. Dr. Grove's base salary and bonus target were set at levels which, by comparison to selected companies reflected in the market data (a majority of which companies are included in the Dow Jones Technology Index), were ______% of the average for base salary, _____% of the average for target incentive based compensation and _____% of the average for BSBT. Under the EOBP, Dr. Grove's actual bonus for 1996 (paid in 1997) was $_____. This bonus, like the bonuses paid to each of the other executive officers under the EOBP, was less than the maximum bonus provided under the EOBP formula due to the Compensation Committee's exercise of its discretion to reduce the maximum bonus to the bonus derived by utilizing the EBP formula as described above. Although Dr. Grove's BSBT was _____% of the average total target compensation of the selected peer group, due to the high variability in the Company's total compensation program and to the Company's excellent 1996 financial performance, his actual cash compensation (i.e., base salary and bonuses) for 1996 was _____% of the average total actual cash compensation of the selected peer group. In 1996, the Compensation Committee awarded Dr. Grove stock options to purchase _____ shares of stock. The options first become exercisable in 2001. In 1997, the Company also contributed $_____ to Dr. Grove's account under the tax-qualified retirement plan and allocated $_____ to Dr. Grove's account under the non-qualified retirement plan, based on the Company's 1996 results. In general, Dr. Grove's retirement plan accounts are available to Dr. Grove only upon termination, retirement, death or disability. The Compensation Committee is pleased to submit this report to the stockholders with regards to the above matters. Compensation Committee: David Yoffie, Chairman Max Palevsky Arthur Rock Jane Shaw COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 1996, Messrs. Guzy, Palevsky, Rock and Yoffie served on the Compensation Committee and Messrs. Guzy, Moore and Rock served on the Stock Option Committee. The Stock Option Committee was combined with the Compensation Committee in March 1996. Dr. Moore, who is an officer of the Company and the Company's Chairman of the Board, is not eligible to receive stock options. Mr. Rock was formerly a non-employee officer of the Company as Chairman of the Board from 1970 to 1975. EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS None of the Company's executive officers has employment or severance arrangements with the Company. STOCK PRICE PERFORMANCE GRAPH COMPARISON OF FIVE-YEAR CUMULATIVE RETURN AMONG INTEL, THE S&P 500 INDEX AND THE DOW JONES TECHNOLOGY INDEX Set forth below is a line graph comparing the cumulative total stockholder return on the Company's Common Stock against the cumulative total return of the Standard & Poor's 500 Stock Index and the Dow Jones Technology Index for the period of five years commencing December 28, 1991 and ending December 28, 1996. The graph and table assume that $100 was invested on December 28, 1991 in each of the Company's Common Stock, the Standard & Poor's 500 Stock Index and the Dow Jones Technology Index and that all dividends were reinvested. This data was furnished by Standard & Poor's Compustat Services, Inc. and Dow Jones and Company, Inc. Intel and the Dow Jones Technology Index are based on Intel's fiscal year. The S&P 500 Index is based on a calendar year. [PERFORMANCE GRAPH APPEARS HERE] 1991 1992 1993 1994 1995 1996 ----- ----- ----- ----- ----- ----- Intel Corporation $100 $190 $263 $271 $483 $1,156 S&P 500 Index $100 $108 $118 $120 $165 $203 Dow Jones Technology $100 $112 $128 $146 $207 $279 Index EXECUTIVE COMPENSATION The following tables set forth the annual compensation for the Chief Executive Officer and the four other most highly compensated executive officers of the Company. All references to shares of Common Stock are without adjustment for the proposed Stock Split described in Proposal No. 3 in this Proxy Statement.