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:
[ ] Preliminary Proxy [ ] Confidential, for use of the
Statement commission only (as
permitted by Rule 14a-
6(e)(2))
[X] 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 1999 Annual Meeting of Stockholders will be held on May
19, 1999 at the Santa Clara Convention Center in Santa Clara,
California, and we look forward to your attending either in
person or by proxy. The Notice of Annual Meeting, the Proxy
Statement and the Proxy Card from the Board of Directors are
enclosed. The materials provide further information concerning
the Annual Meeting. Stockholders may access the Notice of Annual
Meeting and the Proxy Statement via the Internet at the Internet
Web site address indicated on the Proxy Card. Some of our
stockholders will be accessing these materials and voting via the
Internet and will not be receiving a paper Proxy Card by mail.
At this year's Annual Meeting, the agenda includes the annual
election of directors 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 and FOR ratification of the appointment of the
independent auditors.
Arthur Rock, one of our founding directors (since 1968), will not
be standing for re-election. Arthur has provided Intel with
invaluable assistance for 30 years. He was the Company's first
Chairman of the Board from 1970 (when the position was created)
to 1975. He has been active on all of the Board's committees, and
has served as the Lead Independent Director and as the Chairman
of the Executive, Audit & Finance and Corporate Governance
Committees. We will still look to his wise counsel in his new
position as Director Emeritus. At the same time, we have recently
welcomed David S. Pottruck to the Board as a new director. David
is President and Co-Chief Executive Officer of The Charles Schwab
Corporation, and he is appearing on our slate of director
nominees for the first time.
Please refer to the Proxy Statement for detailed information on
each of the proposals. If you have any further questions
concerning the Annual Meeting or any of the proposals, please
contact Harris Trust and Savings Bank at (800) 298-0146 (within
the U.S. and Canada) or (312) 360-5125 (outside the U.S. and
Canada, call collect), or speak with D. F. King & Co., our proxy
solicitors, at (800) 487-4870 (within the U.S. and Canada) or
(212) 269-5550 (outside the U.S. and Canada, call collect).
Sincerely yours,
/s/Andrew S. Grove
Andrew S. Grove
Chairman of the Board
Notice of
1999
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
Corporate Governance Guidelines and Policies.............. 7
Directors' Compensation................................... 8
Report of the Compensation Committee on Executive
Compensation.............................................. 9
Compensation Committee Interlocks and Insider
Participation............................................ 13
Employment Contracts and Change of Control
Arrangements............................................. 13
Certain Relationships and Related Transactions........... 13
Stock Price Performance Graph............................ 14
Executive Compensation................................... 15
Security Ownership of Certain Beneficial Owners
and Management........................................... 18
Ratification of Selection of Independent Auditors
(Proposal 2)............................................. 20
Other Matters............................................ 21
Voting Via the Internet or By Telephone.................. 22
Communicating with the Company................................ 23
Directions to the Santa Clara Convention Center....... Back Cover
RETURN OF PROXY
Please complete, sign, date and return the accompanying
Proxy Card promptly in the enclosed addressed envelope, even if
you plan to attend the Annual Meeting. Postage need not be
affixed to the envelope if mailed in the United States.
The immediate return of your proxy will be of great
assistance in preparing for the Annual Meeting and is therefore
urgently requested. If you attend the Annual Meeting and have
made arrangements to vote in person, your Proxy Card will not be
used.
VOTING ELECTRONICALLY OR BY TELEPHONE
Instead of submitting your proxy vote with the paper Proxy
Card, you may be able to vote electronically via the Internet or
by telephone. See "Voting Via the Internet or By Telephone" in
the Proxy Statement for further details. Please note that there
are separate Internet and telephone voting arrangements,
depending upon whether shares are registered in your name or in
the name of a broker or bank.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON
The Annual Meeting will be held at 10:00 a.m., Pacific
Daylight Time, on May 19, 1999 at the Santa Clara Convention
Center, Santa Clara, California, located at the corner of Great
America Parkway and Tasman Drive. A map to the Convention Center
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
Convention Center will not open for admission until 9:30 a.m.
If your shares are not registered in your own name and you
plan to attend the Annual 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 19, 1999
10:00 a.m., Pacific Daylight 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 19, 1999 at the Santa Clara Convention
Center, Santa Clara, California, at 10:00 a.m., Pacific Daylight
Time. A map to the location appears on the back cover of the
Proxy Statement. The Annual 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 transact such other business as may properly come before
the Annual 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 22,
1999 will be entitled to vote at the Annual Meeting. A list of
stockholders entitled to vote will be available for inspection at
the offices of Intel, 2200 Mission College Blvd., Santa Clara,
California 95052-8119, for 10 days prior to the Annual Meeting.
Stockholders are requested to complete, date, sign and
return the Proxy Card as promptly as possible. Stockholders with
shares registered directly with the Company's transfer agent,
Harris Trust and Savings Bank ("Harris Bank"), may choose to vote
those shares via the Internet at Harris Bank's voting Web site
(www.harrisbank.com/wproxy), or they may vote telephonically,
within the U.S. and Canada only, by calling Harris Bank at (888)
266-6795 (toll-free). Stockholders holding Intel shares with a
broker or bank may also be eligible to vote via the Internet or
to vote telephonically if their broker or bank participates in
the proxy voting program provided by ADP Investor Communication
Services. If your Intel shares are held in an account with a
broker or bank participating in the ADP Investor Communication
Services program, you may choose to vote those shares via the
Internet at ADP Investor Communication Services' voting Web site
(www.proxyvote.com) or telephonically by calling the telephone
number shown on your voting form. See "Voting Via the Internet or
By Telephone" in the Proxy Statement for further details.
Submitting your proxy with the Proxy Card or via the Internet or
by telephone 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 6, 1999
DOORS WILL OPEN AT 9:30 a.m.
First mailed to stockholders and made available on the Internet
(www.intc.com) on or about April 6, 1999
[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 (the "Annual Meeting") to be
held at the Santa Clara Convention Center, Santa Clara,
California, on Wednesday, May 19, 1999, at 10:00 a.m., Pacific
Daylight Time, and at any postponement or adjournment thereof,
for the purposes set forth in the attached notice.
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 and FOR
ratification of the appointment of auditors. In addition, if
other matters come before the Annual 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.
If you are a participant in the Company's 401(k) Savings
Plan, the proxy represents the number of shares in your plan
account as well as other shares registered in your name. For
those shares in your plan account, the proxy will serve as a
voting instruction for the trustee of the plan. If voting
instructions are not received by the trustee for shares in your
plan account, the trustee will not be able to vote those shares
on your behalf.
Each share of Common Stock outstanding on the record date
will be entitled to one vote on all matters. The 11 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. 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 for each
proposal other than the election of directors. Broker non-votes
are not deemed to be present or represented for purposes of
determining whether stockholder approval of that matter has been
obtained, but they are counted as present for purposes of
determining the existence of a quorum at the Annual Meeting.
Record Date and Share Ownership
Only stockholders of record on the books of the Company at
the close of business on March 22, 1999 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.
On January 27, 1999, Intel's Board of Directors declared a
two-for-one stock split in the form of a special stock
distribution payable on April 11, 1999 to stockholders of record
on March 23, 1999. Data regarding shares of Common Stock and per
share amounts in this Proxy Statement has been adjusted to
reflect the stock split. As of the close of business on February
26, 1999, there were 3,324,680,452 shares of Common Stock
outstanding, as adjusted for the stock split.
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 Arthur Rock, a director for 30 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 either (i)
for 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 following the 1999 Annual
Meeting 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 President
59 Years Old of the Company since May 1997,
Director Since 1992 Chief Executive Officer since May
President and Chief 1998 and a director of Intel since
Executive Officer of 1992. Dr. Barrett joined the
the Company Company in 1975. In 1984 he was
elected Vice President, and in 1985
he became Vice President and
[PHOTO APPEARS HERE] General Manager of the 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 was an Executive Vice
President from 1990 to 1997, and he
was Chief Operating Officer from
1993 to 1998. Dr. Barrett is also a
director of Komag, Incorporated and
U.S. West, Inc., and a member of
the National Academy of
Engineering.
John P. Browne John P. Browne has been a director
51 Years Old of Intel since 1997. He has been a
Director Since 1997 Managing Director since 1991 and
Group Chief Executive Group Chief Executive since 1995 of
of BP Amoco p.l.c. BP Amoco p.l.c. (formerly The
British Petroleum Company p.l.c.).
John Browne is also a director of
PHOTO APPEARS HERE SmithKline Beecham, a member of the
Supervisory Board of
DaimlerChrysler AG and a Trustee of
the British Museum. He is a Fellow
of the Royal Academy of Engineering
in the United Kingdom, a Fellow of
the Institute of Mining and
Metallurgy, a Fellow of the
Institute of Physics, an Honorary
Fellow of the Institute of Chemical
Engineers and an Honorary Fellow of
St. John's College, Cambridge. He
is also Emeritus Chairman of the
Advisory Board of the Graduate
School of Business, Stanford
University, a trustee of The
Conference Board, Inc. and a Vice
President and Member of the Board
of the Prince of Wales Business
Leaders Forum.
Winston H. Chen Winston H. Chen has been a director
57 Years Old of Intel since 1993. He is Chairman
Director Since 1993 of Paramitas Foundation, a
Chairman of Paramitas charitable foundation. Between 1978
Foundation and 1994, he held several
positions, including President,
Chief Executive Officer and
PHOTO APPEARS HERE Chairman of the Board of Directors,
at Solectron Corporation, an
electronics contract manufacturer
in Milpitas, California. Dr. Chen
continues as a director of
Solectron. He is also a director of
Edison International and a member
of the Board of Trustees of Santa
Clara University and the Board of
Trustees of Stanford University.
Andrew S. Grove Andrew S. Grove has been a director
62 Years Old of Intel since 1974 and Chairman of
Director Since 1974 the Board since May 1997. Dr. Grove
Chairman of the Board participated in founding the
of the Company Company in 1968 and served as Vice
President and Director of
Operations through 1974. He became
PHOTO APPEARS HERE Executive Vice President in 1975
and was Chief Operating Officer
from 1976 to 1987. He was President
from 1979 to 1997 and Chief
Executive Officer from 1987 to May
1998. Dr. Grove is a part-time
Lecturer at the Graduate School of
Business, Stanford University. He
is a director of CaP CURE and the
International Rescue Committee. He
is also a member of the National
Academy of Engineering and a Fellow
of the Institute of Electrical and
Electronic Engineers ("IEEE").
D. James Guzy D. James Guzy has been a director
63 Years Old of Intel since 1969 and is Chairman
Director Since 1969 of the Nominating Committee of the
Chairman of Arbor Board of Directors. Since 1969, he
Company has been Chairman of Arbor Company,
a limited partnership engaged in
the electronics and computer
PHOTO APPEARS HERE industry. Mr. Guzy is also a
director of Cirrus Logic, Inc.;
Micro Component Technology, Inc.;
Novellus Systems, Inc.; Davis
Selected Group of Mutual Funds; and
Alliance Capital Management
Technology Fund; and he is
Chairman, President and Chief
Executive Officer of SRC Computers
Inc.
Gordon E. Moore Gordon E. Moore has been a director
70 Years Old of Intel since 1968 and Chairman
Director Since 1968 Emeritus of the Board since May
Chairman Emeritus of 1997. Dr. Moore co-founded the
the Board of the Company in 1968 and has served on
Company the Board since that time. Prior to
1975, he served as Executive Vice
President. Between 1975 and 1979,
PHOTO APPEARS HERE Dr. Moore served as President, and
between 1975 and 1987 he served as
Chief Executive Officer of the
Company. Dr. Moore served as
Chairman of the Board from 1979 to
1997. Currently, Dr. Moore is also
a director of Gilead Sciences, Inc.
and Transamerica Corporation. 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.
David S. Pottruck David S. Pottruck was elected to
50 Years Old the Board of Directors of the
Director Since 1998 Company in December 1998. Mr.
President and Co-Chief Pottruck is the President and Co-
Executive Officer of Chief Executive Officer of The
The Charles Schwab Charles Schwab Corporation. Mr.
Corporation Pottruck is also a director of
McKesson Corporation, Preview
Travel, Inc., Bay Area Sports
PHOTO APPEARS HERE Organizing Committee and the U.S.
Ski and Snowboard Team Foundation.
He is a trustee of the University
of Pennsylvania.
Jane E. Shaw Jane E. Shaw has been a director of
60 Years Old Intel since 1993. Dr. Shaw is
Director Since 1993 Chairman and Chief Executive
Chairman and Chief Officer of AeroGen, Inc., a private
Executive Officer of company specializing in controlled
AeroGen, Inc. delivery of drugs to the lungs. She
founded The Stable Network, a
biopharmaceutical consulting
PHOTO APPEARS HERE company, in 1995. She was President
and Chief Operating Officer of ALZA
Corporation, a drug delivery
company, from 1987 to 1994. Dr.
Shaw is currently a director of
Aviron, McKesson Corporation, Boise
Cascade Corporation and Point
Biomedical 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
62 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 1976
PHOTO APPEARS HERE he 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, and
then President of the Systems
Group. He is a Fellow of the IEEE.
David B. Yoffie David B. Yoffie has been a director
44 Years Old of Intel since 1989. He is Chairman
Director Since 1989 of the Compensation Committee of
Professor of the Board of Directors. He has been
International Business Professor of Business
Administration, Harvard Administration at the Harvard
Business School Business School since 1990 and in
June 1993 was appointed to the
position of Max & Doris Starr
PHOTO APPEARS HERE Professor of International Business
Administration. He was Associate
Professor of Business
Administration from 1985 to 1990
and has been on the Harvard
University faculty since 1981. He
is also a member of the Boards of
Directors of Bion, Inc. and the
National Bureau of Economic
Research.
Charles E. Young Charles E. Young has been a
67 Years Old director of Intel since 1974. He is
Director Since 1974 Chancellor Emeritus of the
Chancellor Emeritus of University of California at Los
the University of Angeles. Dr. Young served as
California, Los Angeles Chancellor of the University of
California at Los Angeles from 1968
to 1997. He is also Chairman of the
PHOTO APPEARS HERE Board of Governors Foundation for
the International Exchange of
Scientific and Cultural Information
by Telecommunications, a member of
the National Committee on United
States-China Relations, Inc., a
director of Nicholas-Applegate
Fund, Inc., a trustee of Nicholas-
Applegate Mutual Funds, a director
of the Canada/United States
Fulbright Commission and a director
of University Net.
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
Arthur Rock Arthur Rock has been a director of
72 Years Old Intel since its founding in 1968.
Director Since 1968 He is the Lead Independent Director
Venture Capitalist and is Chairman of the Executive
Committee, the Audit & Finance
Committee and the Corporate
PHOTO APPEARS HERE Governance Committee of the Board
of Directors. Mr. Rock is a
principal of Arthur Rock and
Company, a venture capital firm. He
is also a director of AirTouch
Communications, Inc. and Echelon
Corporation, a trustee of the
California Institute of Technology
and a member of the Board of
Governors of the National
Association of Securities Dealers.
Directors Emeriti
The following have been elected by the Board of Directors to act
as Directors Emeriti. Directors Emeriti are eligible to attend
Board and committee meetings, but they do not have voting rights.
Upon Arthur Rock's retirement from the Board of Directors, the
Board intends to elect Mr. Rock a Director Emeritus.
Richard Hodgson Richard Hodgson is a self-employed
82 Years Old industrialist and was a director of Intel
Director Emeritus from 1974 to 1993. He was formerly a
Since 1993 Corporate Senior Vice President of
Self-Employed International Telephone and Telegraph
Industrialist Company, and had worldwide responsibility
for the Engineered Products Group. Mr.
Hodgson's term as Director Emeritus will
end in May 1999.
Sanford Kaplan Sanford Kaplan is a private investor and
82 Years Old was a director of Intel from 1974 to 1993.
Director Emeritus Mr. Kaplan retired from Xerox Corporation
Since 1993 in 1977 where he had served as a Senior
Private Investor Vice President and director since 1969.
Prior to that time, Mr. Kaplan was a Senior
Vice President and director of Scientific
Data Systems, Inc., a mainframe computer
manufacturer acquired by Xerox Corporation
in 1969. Prior thereto, Mr. Kaplan was with
Ford Motor Company for 15 years where he
held various management positions. Mr.
Kaplan's term as Director Emeritus will end
in May 1999.
Max Palevsky Max Palevsky is a self-employed
74 Years Old industrialist and was a director of Intel
Director Emeritus from 1968 to 1997. He is a self-employed
Since1997 investor and serves as a director of Komag,
Self-Employed Incorporated. In 1961, Mr. Palevsky founded
Industrialist Scientific Data Systems, Inc., 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 Corporation in 1972.
BOARD COMMITTEES AND MEETINGS
The Company currently has standing Executive, Audit &
Finance, Nominating, Corporate Governance and Compensation
Committees of the Board of Directors. Each of these committees
has a written charter that has been approved by the Board. The
members of the committees are identified in the following table.
Audit & Nominat- Corporate Compen-
Director Executive Finance ing Governance sation
- ---------- -------- -------- -------- -------- --------
C. Barrett X
J. Browne X X
W. Chen X X X
A. Grove X
J. Guzy X Chair X
G. Moore X
D. Pottruck
A. Rock* Chair Chair X Chair X
J. Shaw X X
L. Vadasz
D. Yoffie X X Chair
C. Young X X X
* Retiring
The Executive Committee may exercise the authority of the
Board between Board meetings, except to the extent that the Board
has delegated authority to another committee or to other persons,
and except as limited by Delaware law. The Executive Committee
did not hold any formal meetings in 1998.
The Audit & Finance Committee recommends for approval by the
Board of Directors an independent 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. The
Audit & Finance Committee monitors the activities of the
Company's internal and external auditors, including the audit
scope, the external audit fees and the extent to which the
independent auditors may be retained to perform advisory
services. The Audit & Finance Committee also reviews the results
of the internal and external audit work to assess the adequacy
and appropriateness of the Company's financial and accounting
controls. The Audit & Finance Committee reviews changes in
accounting standards that impact the financial statements and
obtains an explanation from management of all major events,
including legal matters and tax audits that may have significant
financial impact or are the subject of discussions with the
independent auditor. In addition, the Audit & Finance Committee
oversees the Company's internal compliance programs and considers
various capital and investment matters. The Audit & Finance
Committee held three meetings during 1998.
The Nominating Committee makes recommendations to the Board
regarding the size and composition of the Board. The Nominating
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 two meetings during 1998. 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, California 95052-8119.
The Corporate Governance Committee reviews and reports to
the Board on a periodic basis with regard to matters of corporate
governance. The Corporate Governance Committee also reviews and
assesses the
effectiveness of the Board's Guidelines on Significant Corporate
Governance Issues and recommends to the Board proposed revisions
thereto. The Corporate Governance Committee held one meeting
during 1998.
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 six times and met
two times during 1998.
The Board of Directors held seven meetings during 1998. Each
director is expected to attend each meeting of the Board and
those committees on which he or she serves. No director attended
less than 75% of all the meetings of the Board and those
committees on which he or she served in 1998.
CORPORATE GOVERNANCE GUIDELINES AND POLICIES
The Board of Directors has adopted Guidelines on Significant
Corporate Governance Issues ("Corporate Governance Guidelines")
and in 1997 established a Corporate Governance Committee to
oversee the Corporate Governance Guidelines and to report and
make recommendations to the Board concerning corporate governance
matters. Among other matters, the Board's Corporate Governance
Guidelines include the following:
1. A majority of the members of the Board of Directors are
independent directors, as defined in the applicable rules
for Nasdaq-traded issuers. Independent directors do not
receive consulting, legal or other fees from the Company
other than Board compensation.
2. Directors stand for re-election every year. Directors may
not stand for re-election after age 72.
3. Members of Board committees are appointed by the Board.
4. The Audit & Finance, Nominating, Compensation and
Corporate Governance Committees consist entirely of
independent directors.
5. The Board has initiated a process whereby the Board and
its members are subject to periodic evaluation and
assessment.
6. The Board annually reviews the Company's strategic long-
range plan, business unit initiatives, capital projects
and budget matters.
7. The Board has established the position of Lead Independent
Director. Independent directors meet on a regular basis
apart from other Board members and management
representatives, and the Lead Independent Director is
responsible for setting the agenda and running these
meetings.
8. Succession planning and management development are
reported periodically by the Chief Executive Officer to
the Board.
9. The Board evaluates the performance of the Chief Executive
Officer and other senior management personnel at least
annually.
10. Incentive compensation plans link pay directly and
objectively to measured financial goals set in advance by
the Compensation Committee. See "Report of the
Compensation Committee on Executive Compensation" for
additional information.
The Corporate Governance Guidelines are published on the Internet
at the Company's Investor Relations Web site (www.intc.com).
DIRECTORS' COMPENSATION
Directors who are Company employees receive no additional or
special remuneration for serving as directors. In March 1998, non-
employee director compensation was increased from $20,000 per
year to $24,000 per year, payable in quarterly installments.
Thus, non-employee directors serving for the entire year were
paid $23,000 in 1998. In addition, non-employee directors receive
a fee plus out-of-pocket expenses for each regular Board of
Directors meeting attended. From January through March 1998, this
fee was $2,000 per regular meeting attended. Effective April
1998, this fee was increased to $4,000 for each regular meeting
attended. Non-employee directors also receive a fee of $500 for
each special telephonic Board of Directors meeting attended. Mr.
Rock received an additional $6,000 per year as Chairman of the
Executive Committee.
Non-employee directors are also granted stock options by the
Company. In accordance with the Company's 1984 Stock Option Plan,
option grants to non-employee directors may not exceed 20,000
shares per director per year, and the exercise price of the
options must be equal to the fair market value on the date of
grant. During 1998, each non-employee director (except Mr.
Pottruck) was granted an option to purchase a total of 10,000
shares at an exercise price of $38.97 per share. Mr. Pottruck was
granted an option to purchase 10,000 shares at an exercise price
of $67.16 per share shortly after he joined the Board of
Directors in December 1998. Non-employee director options are
exercisable in full one year from the date of grant.
In March 1998, the Board terminated its retirement program
for non-employee directors. The retirement program provided a
retirement benefit to any non-employee director who had at least
10 years of service or who retired after the age of 65 with at
least five years of service. Previously retired non-employee
directors were unaffected by the termination, and all non-
employee directors serving at the time of termination were vested
with the number of years served (regardless of whether they had
met the previous vesting requirements). No further years of
service will accrue for purposes of retirement benefits.
Directors vested under the program receive an annual benefit
equal to the annual 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. In 1998, Messrs.
Hodgson, Kaplan and Palevsky each was paid $23,000 under the
program. Mr. Rock, upon his retirement as a director in May, will
also receive payments under this program.
In 1998, the Company adopted a deferred compensation plan
for non-employee directors. Under this plan, non-employee
directors may elect to defer up to 100% of their annual retainer,
meeting fees and fees for acting as a committee chairman, and
receive an investment return on the deferred funds as if the
funds were invested in the Company's Common Stock. Non-employee
directors participating in the plan may make irrevocable
elections to receive the deferred funds in a lump sum or in equal
annual installments over 5 years or 10 years, and to begin
receiving distributions at retirement or at the earlier of
retirement and a date specified at the time of the election,
which cannot be less than 24 months from the election date.
Deferred non-employee director compensation is an unsecured
obligation of the Company. As of December 31, 1998, only Mr.
Yoffie had elected to participate in the deferred compensation
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 "EOBP"). The Compensation 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 general 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. 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 (the "EBP"). For the executive
officers, participation in the EOBP is in lieu of participation
in the EBP.
Total cash compensation for the majority of Intel's
employees, including its executive officers, consists of the
following components:
- - Base salary;
- - A cash bonus (either through the EBP or the EOBP) 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" for a discussion
of the bonus plan covering executive officers); and
- - A cash bonus that is proportional to corporate profitability
(see "Employee Cash Bonus Plan").
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.
Setting Executive Compensation
In setting the base salary and individual bonus target
amount (together referred to as "BSBT") for executive officers,
the Compensation Committee reviews information relating to
executive compensation of U.S.-based companies that are
considered generally comparable to the Company (a substantial
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 average
salaries for comparable jobs in the marketplace. 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 that are higher than the
average 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 the EOBP are qualified so that awards under such
plans constitute performance-based compensation not subject to
Section 162(m) of the Code. 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 1998 the base
salary for Dr. Barrett, the President and Chief Executive
Officer, was 50% of his total BSBT. The other executives' base
salaries (other than Dr. Moore's) were determined in the same
manner, but the base salary segment as a percentage of their BSBT
for 1998 ranged from 50% to 65% depending on their job
responsibilities. Once fixed, base salary does not depend on the
Company's performance. In 1998, Dr. Moore, the Company's Chairman
Emeritus, elected to receive, in lieu of BSBT, compensation equal
in amount to that paid to outside directors (as described under
"Directors' Compensation").
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
average 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
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 diluted 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") 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 (adjusted to reflect any unusual income statement items),
in each case per weighted average common share outstanding,
assuming dilution during such performance period. Operating
income does not include interest and other income earned by the
Company, and does not include a deduction for interest expense
and income taxes; as a result, the figure for operating income
per share generally exceeds the figure for net income per share.
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 1998, the Compensation Committee established
individual bonus targets ranging from $95,000 to $490,000 for
each of the then executive officers except Dr. Moore
(representing a range of 37% to 50% of BSBT), and set the
multiplier as 2.14 for the 1998 performance period (as adjusted
to reflect the April 1999 two-for-one stock split described under
"Record Date and Share Ownership"). During this period, operating
income per share of $2.38 exceeded net income per share of $1.77
and led to an EPS value, as defined, of $2.38 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 that 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 that 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 generally 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 1998 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 the reported net
income per share amount (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 1998, business group
objectives considered in determining the bonus payments 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 and the Chief
Executive 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 employees, including
executive officers, based on corporate profitability. Twice a
year, eligible employees receive .55 day's pay (calculated based
on eligible earnings for the six-month period, including one-half
of EBP or EOBP bonus targets as applicable) 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 1998, payments based on 4% of net income resulted in
an annual cash bonus payment under the ECBP of 22.8 days' pay per
employee (including one day's pay during 1998 as a result of
meeting corporate goals under a vendor of choice, customer
satisfaction program).
Profit-Sharing Retirement Plans
The Company has both tax-qualified and non-qualified capital
accumulation/retirement plans ("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 that 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 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,
particularly the revenues and income 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 1998, 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 (which includes actual EBP or EOBP bonus
payments as applicable). 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.
The Company has a 1984 Stock Option Plan, as amended, for
use with officers and directors. The 1984 Stock Option Plan is
generally used for making annual grants to officers and directors
as a part of the Company's executive performance review process.
Annual stock option grants for executives are a key element of
market-competitive total compensation. In 1998, stock options for
the executive officers were granted upon recommendation of
management and approval of the Compensation Committee. Individual
grant amounts were based on internal factors such as the size of
prior grants, relative job scope and contributions made during
the past year, as well as a review of publicly available data on
senior management compensation at other companies. In general,
initial grants are exercisable in increments over a five-year
period, and subsequent grants are first exercisable five years
after the date of grant (e.g., options granted in 1998 become
exercisable in 2003). The Company had a 1988 Executive Long Term
Stock Option Plan ("ELTSOP"), under which the Company made
additional stock option grants to key officers and other senior-
level employees in recognition of their future potential in
leading the corporation. The vesting schedule for these grants is
generally longer than that of regular stock options, typically
vesting in increments beginning four years after the grant date,
with the final increment vesting eight years after the grant
date. No further grants will be made under the ELTSOP, which
expired in September 1998, but the Company may continue to grant
options with similar terms to key officers and other senior-level
employees under the 1984 Stock Option Plan. The Company also has
a 1997 Stock Option Plan for use with all employees other than
officers and directors. Stock options under all plans are granted
at a price equal to the fair market value on the date of grant.
Company Performance and CEO Compensation
The Company's compensation program is designed to support
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.
Barrett.
Dr. Barrett does not have an employment contract. Dr.
Barrett'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 for the prior year. In line with the
Compensation Committee's general practice and discretionary
authority, however, Dr. Barrett's 1998 salary and individual
bonus target were not tied directly to the comparative
compensation data. Upon assuming the role of CEO in May of 1998,
Dr. Barrett'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 49% of the average for base
salary, 45% of the average for target incentive-based
compensation and 47% of the average for BSBT.
Under the EOBP, Dr. Barrett's actual bonus for 1998 (paid in
1999) was $1,698,600. 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. Barrett's BSBT was 47% of the
average total target compensation disclosed by the selected peer
group, due
to the high variability in the Company's total compensation
program and to the Company's strong 1998 financial performance,
his actual cash compensation (i.e., base salary and bonus) for
1998 was 93% of the average total actual cash compensation
disclosed by the selected peer group.
In 1998, the Compensation Committee awarded Dr. Barrett
stock options to purchase 144,000 shares of stock. These options
first become exercisable in 2003. Additionally, Dr. Barrett
received a special stock option grant to purchase 600,000 shares
of stock; these options first become exercisable between 2002 and
2005. In 1998, the Company also contributed $20,000 to Dr.
Barrett's account under the tax-qualified retirement plan and
allocated $308,700 to Dr. Barrett's account under the non-
qualified retirement plan, based on the Company's 1998 results.
In general, Dr. Barrett's retirement plan accounts are available
to Dr. Barrett only upon termination, retirement, death or
disability.
The Compensation Committee is pleased to submit this report
to the stockholders with regard to the above matters.
Compensation Committee:
David B. Yoffie, Chairman Arthur Rock
John P. Browne Jane E. Shaw
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Browne and Rock and Drs. Yoffie and Shaw served on
the Compensation Committee in 1998. Mr. Rock was formerly a non-
employee officer of the Company as Chairman of the Board from
1970 to 1975. Dr. Yoffie's sister-in-law is President of Research
Connections, Inc., a market research company. During fiscal 1998,
Intel paid Research Connections, Inc. $69,800 for market research
and consulting services. Dr. Yoffie has no financial interest in
Research Connections, Inc.
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
None of the Company's executive officers has employment or
severance arrangements with the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November 1997, the Company loaned $1,134,000 to Sean
Maloney at an interest rate of 4.1% pursuant to the Company's
employee relocation program. Mr. Maloney was a Vice President of
the Company at the time of the loan and became an executive
officer in February 1998. This loan, which was originally due in
November 1998, was extended and was paid in full in January 1999.
STOCK PRICE PERFORMANCE GRAPH
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 S&P 500 Index and the Dow
Jones Technology Index for the period of five years commencing
December 25, 1993 and ending December 26, 1998. The graph and
table assume that $100 was invested on December 25, 1993 in each
of the Company's Common Stock, the S&P 500 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.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN AMONG INTEL,
THE S&P 500 INDEX AND THE DOW JONES TECHNOLOGY INDEX
[PERFORMANCE GRAPH APPEARS HERE]
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
Intel Corporation $100 $103 $184 $440 $461 $815
S&P 500 Index $100 $101 $139 $171 $229 $294
Dow Jones Technology $100 $114 $161 $212 $246 $418
Index
EXECUTIVE COMPENSATION
The following tables set forth the annual compensation for
both individuals who served as the Company's Chief Executive
Officer during 1998, and for the four most highly compensated
executive officers of the Company, other than the Chief Executive
Officer, serving as executive officers at the end of 1998. Dr.
Grove was Chief Executive Officer until May 1998 and was also one
of the four most highly compensated executive officers at the end
of 1998.
SUMMARY COMPENSATION TABLE
Long-
Term
Compen-
sation
Annual Compensation Awards(3)
--------------------------------- ---------
Other
Annual Securities All
Compen- Underlying Other
Name and Principal sation Options Compensa-
Position Year Salary($) Bonus($)(1) ($)(2) (#)(4) tion($)(5)
- ------------------ ---- ---------- ---------- --------- ------- ----------
Craig R. Barrett 1998 454,200 1,789,800 35,500 744,000 328,700
President and 1997 365,000 2,190,100 38,400 120,000 295,000
Chief Executive 1996 325,000 1,971,800 34,100 192,000 261,400
Officer
Andrew S. Grove 1998 490,000 1,926,800 --- 744,000 406,900
Chairman of the 1997 465,000 2,790,400 --- 144,000 384,000
Board 1996 425,000 2,578,300 --- 288,000 347,500
Gerhard H. Parker 1998 290,000 989,700 --- 64,000 207,400
Executive Vice 1997 275,000 1,382,300 --- 464,000 187,200
President 1996 250,000 1,207,400 --- 96,000 159,900
General Manager,
New Business Group
Leslie L. Vadasz 1998 255,000 879,800 --- 36,000 173,800
Senior Vice 1997 250,000 1,148,200 --- 36,000 166,600
President 1996 245,000 1,070,100 --- 72,000 152,800
Director, Corporate
Business
Development
Paul S. Otellini 1998 243,800 812,200 --- 64,000 176,600
Executive Vice 1997 225,000 1,179,800 --- 464,000 161,100
President 1996 200,000 1,050,500 --- 96,000 136,600
General Manager,
Intel Architecture
Business Group
- --------------
(1) This amount includes the bonuses paid under the Executive
Officer Bonus Plan and the Employee Cash Bonus Plan for
1996, 1997 and 1998, and a one-time bonus of $1,000 per
employee in 1996.
(2) Reimbursement for apartment near corporate headquarters
and related taxes.
(3) The Company does not offer any restricted stock awards,
stock appreciation rights or other long-term incentive
programs.
(4) Indicates number of shares of Common Stock underlying
options.
(5) All amounts listed in this column are composed of
discretionary Company contributions made under the
Company's non-qualified, defined contribution retirement
plan and discretionary Company contributions of $20,000
for each of the named executives in each of the years
presented to the Company's qualified, broad-based defined
contribution retirement plan. These amounts are to be paid
out to the named executives (or any other plan
participant) only upon retirement, termination, disability
or death.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------
Number of % of Total Potential Realizable
Securities Options Exercise Value at Assumed
Underlying Granted to or Annual Rates of Stock
Options Employees Base Price Price Appreciation for
Granted in Fiscal ($/Share) Expiration option term ($)(3)
Name (#)(1) Year (2) Date 5% 10%
- ----- ------- ------ ------- ------ ------- -------
C. Barrett 600,000 1.25% $37.80 1/20/08 14,262,200 36,143,200
144,000 0.30% $38.00 4/14/08 3,441,300 8,721,000
A. Grove 600,000 1.25% $37.80 1/20/08 14,262,200 36,143,200
144,000 0.30% $38.00 4/14/08 3,441,300 8,721,000
G. Parker 64,000 0.13% $38.00 4/14/08 1,529,500 3,876,000
L. Vadasz 36,000 0.07% $38.00 4/14/08 860,300 2,180,200
P. Otellini 64,000 0.13% $38.00 4/14/08 1,529,500 3,876,000
- --------------
(1) These options are first exercisable in 2003, except for the
option for 600,000 shares granted to Dr. Grove, which is
first exercisable on various dates between 1999 and 2002,
and the option for 600,000 shares granted to Dr. Barrett,
which is first exercisable on various dates between 2002
and 2005.
(2) Under all stock option plans, the option purchase price is
equal to fair market value at the date of the grant. All of
these options were granted on April 14, 1998, except for
the options for 600,000 shares granted to each of Drs.
Grove and Barrett on January 20, 1998.
(3) In accordance with Securities and Exchange Commission
rules, these columns show gains that might exist for the
respective options, assuming that the market price of
Intel's Common Stock appreciates from the date of grant
over a period of 10 years at the annualized rates of 5% and
10%, respectively. If the stock price does not increase
above the exercise price at the time of exercise, realized
value to the named executives from these options will be
zero.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at December 26, 1998 at December 26, 1998
(#)(1) ($)(2)
---------- ----------
Shares
Acquired on Value Exer- Unexer- Exer- Unexer-
Name Exercise(#) Realized($) cisable cisable cisable cisable
- -------- ----------- ----------- ---------- ---------- --------- ---------
C. Barrett 2,865,696 114,231,947 1,078,976 1,504,000 63,636,800 54,189,300
A. Grove --- --- 384,000 1,848,000 21,842,900 71,113,400
G. Parker 530,304 20,309,766 580,672 848,000 34,372,900 29,323,400
L. Vadasz 1,355,328 54,759,038 484,672 312,000 28,542,400 14,145,500
P. Otellini 294,416 11,385,026 752,912 1,088,000 42,314,100 42,684,500
- --------------
(1) These amounts represent the total number of shares subject
to stock options held by the named executives at December
26, 1998. These options were granted on various dates
during the years 1989 through 1998.
(2) These amounts represent the difference between the exercise
price of the stock options and the closing price of Company
stock on December 24, 1998 (the last day of trading for the
fiscal year ended December 26, 1998) for all in-the-money
options held by each named executive. The in-the-money
stock option exercise prices range from $1.84 to $38.19.
These stock options were granted at the fair market value
of the stock on the grant date.
PENSION PLAN TABLE
Years of Service at Retirement (2)(3)
---------------------------------------
Eligible 15 20 25 30 35
Compensation (1)
- ------------------- ------ ------ ------ ------ ------
$160,000 and above $30,558 $40,744 $50,930 $61,116 $71,302
- -------------
(1) The plan provides for minimum pension benefits that are
determined by a participant's years of service credited
under the plan, final average compensation, taking into
account the participant's Social Security wage base, and
the value of the participant's Company contributions, plus
earnings, in the Profit-Sharing Retirement Plan. If the
annuity value of the profit-sharing account balance exceeds
the pension guarantee, the participant will receive
benefits from the Profit-Sharing Retirement Plan only.
Compensation includes regular earnings and most bonuses.
However, maximum eligible compensation for 1998 is
$160,000, in accordance with Internal Revenue Code Section
401(a)(17). This amount is subject to cost-of-living
adjustments in accordance with Internal Revenue Code
Section 415(d).
(2) For each of the employees named in the Summary Compensation
Table set forth above, the years of credited service as of
year-end 1998 under the Company's pension plan are
currently as follows: Dr. Barrett (24); Dr. Grove (30);
Dr. Parker (29); Mr. Vadasz (30); and Mr. Otellini (24).
(3) The table illustrates the estimated annual benefits payable
in the form of a straight-life annuity upon retirement at
age 65 under the pension plan to persons in the specified
compensation and years of service classifications for
Social Security benefits. The Employee Retirement Income
Security Act of 1974 contains certain limitations on the
amount of benefits that may be paid under pension plans
qualified under the Internal Revenue Code. The amounts
shown are subject to reduction to the extent they exceed
such limitations but are not subject to reduction for
Social Security benefits.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the Company's knowledge, the following sets forth
information regarding ownership of the Company's outstanding
Common Stock on February 26, 1999 by (i) beneficial owners of
more than 5% of the outstanding shares of Common Stock, (ii) each
director, director emeritus and named executive officer, and
(iii) all directors, directors emeriti and executive officers as
a group. Except as otherwise indicated below and subject to
applicable community property laws, each owner has sole voting
and sole investment powers with respect to the stock listed.
Number of
Shares of
Common Stock
Beneficially
Owned at Percent
February 26, of
Stockholder 1999 Class
- ---------------- -------- -------
Gordon E. Moore, Director and Chairman 177,635,795 (1) 5.3%
Emeritus
2200 Mission College Blvd.
Santa Clara, California 95052-8119
Craig R. Barrett, Director, President 2,952,703 (2) *
and Chief Executive Officer
John P. Browne, Director 20,800 (3) *
Winston H. Chen, Director 470,000 (4) *
Andrew S. Grove, Director, Chairman 5,496,359 (5) *
D. James Guzy, Director 6,556,176 (6) *
David S. Pottruck, Director 84,200 (7) *
Arthur Rock, Director 11,037,088 (8) *
Jane E. Shaw, Director 318,091 (9) *
Leslie L. Vadasz, Director and Senior 3,591,247 (10) *
Vice President
David B. Yoffie, Director 193,770 (11) *
Charles E. Young, Director 16,800 (12) *
Richard Hodgson, Director Emeritus 215,700 *
Sanford Kaplan, Director Emeritus 122,400 (13) *
Max Palevsky, Director Emeritus 708,600 *
Paul S. Otellini, Executive Vice 852,702 (14) *
President
Gerhard H. Parker, Executive Vice 1,009,664 (15) *
President
All directors, directors emeritus and 213,884,361 (16) 6.4%
executive officers as a group
(23 individuals)
____________________
* Less than 1%.
(1) Includes 612,400 shares held in trusts established for the
benefit of Dr. Moore's spouse, as to which Dr. Moore
disclaims beneficial ownership.
(2) Includes outstanding options to purchase 1,270,976 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date.
(3) Includes outstanding options to purchase 20,000 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date.
(4) Includes outstanding options to purchase 310,000 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date.
(5) Includes outstanding options to purchase 732,000 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date. Also includes 606,800 shares owned
by a private charitable foundation, as to which Dr. Grove
shares asset voting and disposition authority. Dr. Grove
does not have a pecuniary interest in the shares held by
the foundation.
(6) Includes 6,164,640 shares held by the Arbor Company of
which Mr. Guzy is a general partner. Also includes
outstanding options to purchase 390,000 shares, which were
exercisable as of February 26, 1999, or within 60 days from
such date.
(7) Includes 400 shares held by daughter and 1,000 shares held
by son. Includes an aggregate of 12,600 shares held in
three separate Annuity Trusts for the benefit of Mr.
Pottruck's brother. Also includes 20,000 shares owned by
three separate private charitable foundations, as to which
Mr. Pottruck shares asset voting and disposition authority.
Mr. Pottruck does not have a pecuniary interest in the
shares held by the foundations.
(8) Includes 3,840 shares held by Mr. Rock's spouse, as to
which Mr. Rock disclaims any beneficial interest and as to
which he has no voting or disposition authority. Also
includes outstanding options to purchase 390,000 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date.
(9) Includes outstanding options to purchase 302,000 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date.
(10) Includes outstanding options to purchase 580,672 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date. Also includes 222,800 shares owned
by a private charitable foundation, as to which Mr. Vadasz
shares asset voting and disposition authority. Mr. Vadasz
does not have a pecuniary interest in the shares held by
the foundation.
(11) Includes outstanding options to purchase 190,000 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date.
(12) Includes outstanding options to purchase 15,000 shares,
which were exercisable as of February 26, 1999, or within
60 days of such date.
(13) Includes 40,000 shares held by a family limited partnership
of which Mr. Kaplan is a partner.
(14) Includes outstanding options to purchase 738,704 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date.
(15) Includes outstanding options to purchase 556,672 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date.
(16) Includes outstanding options to purchase 7,031,416 shares,
which were exercisable as of February 26, 1999, or within
60 days from such date.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS (Proposal 2)
Ernst & Young LLP have been the Company's independent
auditors since its incorporation in 1968 and, at the
recommendation of the Audit & Finance Committee of the Board,
have been selected by the Board of Directors as the Company's
independent auditors for the fiscal year ending December 25,
1999. In the event ratification of this selection of auditors is
not approved by a majority of the shares of Common Stock voting
thereon, management will review its future selection of auditors.
A representative of Ernst & Young LLP is expected to be
present at the Annual Meeting and will have an opportunity to
make a statement if he or she so desires. The representative will
also be available to respond to appropriate questions from the
stockholders.
Audit services of Ernst & Young LLP for 1998 included the
examination of the consolidated financial statements of the
Company and services related to filings made with the Securities
and Exchange Commission, as well as certain services relating to
the consolidated quarterly reports and annual and other periodic
reports at international locations.
The Audit & Finance Committee of the Company meets twice a
year with Ernst & Young LLP and, on an annual basis, reviews both
audit and non-audit services performed by Ernst & Young LLP for
the preceding year as well as the fees charged by Ernst & Young
LLP for such services. Non-audit services are approved by the
Audit & Finance Committee, which considers, among other things,
the possible effect of the performance of such services on the
auditors' independence.
The Board of Directors recommends a vote FOR ratification of
the appointment of Ernst & Young LLP as independent auditors for
the Company for the current year. Unless a contrary choice is
specified, proxies solicited by the Board of Directors will be
voted FOR ratification of the appointment.
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity
securities, to file reports of ownership of, and transactions in,
the Company's securities with the Securities and Exchange
Commission and The Nasdaq Stock Market. Such directors, executive
officers and 10% stockholders are also required to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms
received by it, and on written representations from certain
reporting persons, the Company believes that during fiscal 1998,
all Section 16(a) filing requirements applicable to its
directors, officers and 10% stockholders were complied with,
except that Paul Otellini and Arvind Sodhani, officers of the
Company, each filed one late report of a transaction.
2000 Stockholder Proposals or Nominations. From time to
time, stockholders of the Company submit proposals that they
believe should be voted upon at the Annual Meeting or nominate
persons for election to the Board of Directors. Pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, some stockholder
proposals may be eligible for inclusion in the Company's 2000
Proxy Statement. Any such stockholder proposals must be submitted
in writing to the Secretary of the Company no later than December
8, 1999. Stockholders interested in submitting such a proposal
are advised to contact knowledgeable counsel with regard to the
detailed requirements of applicable securities laws. The
submission of a stockholder proposal does not guarantee that it
will be included in the Company's Proxy Statement.
Alternatively, under the Company's Bylaws, a proposal or
nomination that the stockholder does not seek to include in the
Company's Proxy Statement pursuant to Rule 14a-8 may be submitted
in writing to the Secretary of the Company for the 2000 Annual
Meeting of Stockholders not less than 45 days nor more than 120
days prior to the date on which the Company first mailed its
proxy materials for the 1999 Annual Meeting, unless the date of
the 2000 Annual Meeting of Stockholders is advanced by more than
30 days or delayed (other than as a result of adjournment) by
more than 30 days from the anniversary of the 1999 Annual
Meeting. For the Company's 2000 Annual Meeting of Stockholders,
this means that any such proposal or nomination must be submitted
no earlier than December 8, 1999 and no later than February 21,
2000. If the date of the 2000 Annual Meeting of Stockholders is
advanced by more than 30 days or delayed (other than as a result
of adjournment) by more than 30 days from the anniversary of the
1999 Annual Meeting, the stockholder must submit any such
proposal or nomination no later than the close of business on the
later of the 60th day prior to the 2000 Annual Meeting of
Stockholders or the 10th day following the day on which public
announcement of the date of such meeting is first made. The
stockholder's submission must include certain specified
information concerning the proposal or nominee, as the case may
be, and information as to the stockholder's ownership of Common
Stock of the Company. Proposals or nominations not meeting these
requirements will not be entertained at the Annual Meeting of
Stockholders. If the stockholder does not also comply with the
requirements of Rule 14a-4 under the Securities Exchange Act of
1934, the Company may exercise discretionary voting authority
under proxies it solicits to vote in accordance with its best
judgment on any such proposal or nomination submitted by a
stockholder. Stockholders should contact the Secretary of the
Company in writing at M/S SC4-203, 2200 Mission College Blvd.,
Santa Clara, California 95052-8119 to make any submission or to
obtain additional information as to the proper form and content
of submissions.
Financial Statements. The Company's financial statements for
the year ended December 26, 1998 are included in the Company's
1998 Annual Report to Stockholders ("Annual Report"). Copies of
the Annual Report are being sent to the Company's stockholders
concurrently with the mailing of this Proxy Statement.
Stockholders directly registered by name on the books of Harris
Trust and Savings Bank or holding shares in nominee name through
certain brokers and banks have in earlier mailings been offered
the opportunity to obtain this Proxy Statement and the Annual
Report by accessing it in electronic form on the Company's
Internet Web site instead of receiving paper copies. If you have
not received or had access to the Annual Report, please notify
the Secretary of the Company, M/S SC4-203, 2200 Mission College
Blvd., Santa Clara, California 95052-8119, and a copy will be
sent to you. The Company's Annual Report and this Proxy Statement
are available on Intel's Investor Relations Web site
(www.intc.com).
Other Matters. At the date hereof, there are no other
matters that the Board of Directors intends to present, or has
reason to believe others will present, at the Annual Meeting. If
other matters come before the Annual Meeting, the persons named
in the accompanying form of proxy will vote in accordance with
their best judgment with respect to such matters.
Proxy Solicitation. The expense of solicitation of proxies
will be borne by the Company. The Company has retained D. F. King
& Co., Inc. to solicit proxies for a fee of $11,000 plus a
reasonable amount to cover expenses. Proxies may also be
solicited by certain of the Company's directors, officers and
other employees, without additional compensation, personally or
by written communication, telephone or other electronic means.
The Company is required to request brokers and nominees who hold
stock in their name to furnish the Company's proxy material to
beneficial owners of the stock and will reimburse such brokers
and nominees for their reasonable out-of-pocket expenses in so
doing.
VOTING VIA THE INTERNET OR BY TELEPHONE
- ---------------------------------------------------------------
If you hold your shares If you hold your shares in
directly registered in your an account with a broker or
name with Harris Bank: bank that participates in
the ADP Investor
Communication Services
program:
- ---------------------------------------------------------------
To vote by phone (within the To vote by phone: your
U.S. and Canada only, toll- voting form from your
free): (888) 266-6795 broker or bank will show
To vote via the Internet: the telephone number to
www.harrisbank.com/wproxy call.
To vote via the Internet:
www.proxyvote.com
- ---------------------------------------------------------------
For Shares Directly Registered in the Name of the
Stockholder. Stockholders with shares registered directly with
Harris Bank may vote those shares telephonically by calling
Harris Bank at (888) 266-6795 (within the U.S. and Canada only,
toll-free), or via the Internet at Harris Bank's voting Web site
(www.harrisbank.com/wproxy).
For Shares Registered in the Name of a Broker or Bank. A
number of brokers and banks are participating in a program
provided through ADP Investor Communication Services that offers
telephone and Internet voting options. This program is different
from the program provided by Harris Bank for shares registered
directly in the name of the stockholder. If your shares are held
in an account with a broker or bank participating in the ADP
Investor Communication Services program, you may vote those
shares telephonically by calling the telephone number shown on
the voting form received from your broker or bank, or via the
Internet at ADP Investor Communication Services' voting Web site
(www.proxyvote.com).
General Information for All Shares Voted Via the Internet or
By Telephone. Votes submitted via the Internet or by telephone
must be received by 12:00 midnight, Central Daylight Time, on May
18, 1999. Submitting your proxy via the Internet or by telephone
will not affect your right to vote in person should you decide to
attend the Annual Meeting.
The telephone and Internet voting procedures are designed to
authenticate stockholders' identities, to allow stockholders to
give their voting instructions and to confirm that stockholders'
instructions have been recorded properly. The Company has been
advised by counsel that the Internet voting procedures that have
been made available through Harris Bank are consistent with the
requirements of applicable law. Stockholders voting via the
Internet should understand that there may be costs associated
with electronic access, such as usage charges from Internet
access providers and telephone companies, that must be borne by
the stockholder.
By Order of the Board of Directors
/s/F. Thomas Dunlap, Jr.
By: F. THOMAS DUNLAP, JR., Secretary
Santa Clara, California
Dated: April 6, 1999
COMMUNICATING WITH THE COMPANY
We have from time to time received calls from stockholders
inquiring about the available means of communication with the
Company. We thought that it would be helpful to describe these
arrangements, which are available for your use.
- - If you would like to receive information about Intel, you
may use one of these convenient methods:
1. To have information such as the Company's latest
Quarterly Earnings Release, Form 10-K, Form 10-Q or
Annual Report mailed to you, please call the transfer
agent, Harris Trust and Savings Bank, at (800) 298-
0146 (within the U.S. and Canada) or (312) 360-5125
(outside the U.S. and Canada, call collect).
2. To listen to a recording of our most recent Quarterly
Earnings Release or to reach a Stockholder Services
representative, please call (800) 298-0146 (within
the U.S. and Canada) or (312) 360-5125 (outside the
U.S. and Canada, call collect).
3. To view Intel's home page on the Internet, visit
Intel's main Web site (www.intel.com). Intel's home
page gives you access to product, marketing and
financial data; an on-line version of this Proxy
Statement and Intel's Annual Report to Stockholders;
and job listings.
- - If you would like to write to us, please send your
correspondence to the following address:
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95052-8119 USA
Attn: Investor Relations, RN5-24
As a stockholder, you will continue to receive the Annual Report
and Proxy Statement either by mail or via the Internet if you
choose that option.
[MAP INDICATING THE LOCATION OF THE 1999 SHAREHOLDER MEETING
APPEARS HERE]
Directions
The Santa Clara Convention Center is located at the corner of
Great America Parkway and Tasman Drive. There is parking in
front of the building and a large parking garage behind the
Center. There is NO CHARGE for parking.
From San Francisco
- ------------------
Take 101 South to the Great America Parkway exit. Go East onto
Great America Parkway (a left turn). Follow for 1 1/2 miles to
Tasman Drive. Turn right onto Tasman Drive, and the Center will
be on your left.
From Oakland
- ------------
Take 880 South to 237 West. Turn left at the Great America
Parkway Exit. Follow for about 3/4 mile. Turn left onto Bunker
Hill Drive (the Westin Hotel will be on your left). This will
bring you directly into the parking garage for the Center and
hotel.
From San Jose/Monterey/Morgan Hill
- ----------------------------------
Take 101 North to the Great America Parkway Exit. Go East onto
Great America Parkway (a Right turn). Follow for 1 1/2 miles to
Tasman Drive. Turn Right onto Tasman Drive and the Center will
be on your left.
From Sacramento/Walnut Creek/Dublin
- -----------------------------------
Take 680 South to Calaveras Highway/237 West. See directions
from Oakland (237 West).
From Santa Cruz/Los Gatos
- -------------------------
Take 880 North to 101 North. See directions from San Jose.
please mark vote in oval in the following manner using dark ink only [ ]
- -----------------------------------
The Board of Directors recommends a For With- For All
vote FOR proposals 1 and 2. All hold Except For Against Abstain
- -----------------------------------
1.Election of Director nominees [ ] [ ] [ ] 2.Ratification of [ ] [ ] [ ]
listed below Ernst & Young, LLP
01 C. Barrett 02 J. Browne 03 W. Chen as Independent
04 A. Grove 05 J. Guzy 06 G. Moore Auditors
07 D. Pottruck 08 J. Shaw 09 L. Vadasz
10 D. Yoffie 11 C. Young
- ------------------------------------------ Mark here if you plan [ ]
Except Nominee(s) written above to attend the Annual
Meeting in person.
NOTE: Please sign exactly
as name appears on this
Proxy. Joint owners must
each sign. Attorneys,
executors, administrators,
trustees or guardians
signing in a representative
capacity must give full
title.
The number of shares shown on this proxy
has not been adjusted for the 2-for-1
stock split in the form of a special Signature:__________________________ Date:_________
stock distribution which was declared by
Intel Corporation payable on April 11, Signature:__________________________ Date:_________
1999 to stockholders of record on
March 23, 1999.
[ ] Mark here for address change and note on reverse side.
FOLD AND DETACH HERE
Control Number YOU CAN VOTE BY TELEPHONE OR INTERNET! [INTEL LOGO]
AVAILABLE 24 HOURS A DAY * 7 DAYS A WEEK
Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy. Have this proxy card in hand when you vote.
TO VOTE BY PHONE
(within the U.S. and Canada only)
o Call toll free 1-888-266-6795 from a touch tone telephone. There is NO
CHARGE for this call.
o Enter the six-digit Control Number located above.
Option 1: If you choose to vote as the Board of Directors recommends on ALL
proposals, press 1. When asked, please confirm your vote by
pressing 1 again.
Option 2: If you choose to vote on EACH proposal SEPARATELY, press 0 and
follow the recorded instructions. Your vote selections will be
repeated and you will have an opportunity to confirm them.
TO VOTE ON THE INTERNET
o Go to the following website: www.harrisbank.com/wproxy
o Enter the information requested on your computer screen, including your six-
digit Control Number located above, then follow the voting instructions on
the screen.
If you vote by telephone or the Internet, DO NOT mail back this proxy card.
Proxies submitted by telephone or the Internet must be received by 12:00
midnight,
Central Daylight Time, on May 18, 1999.
THANK YOU FOR VOTING!
PROXY PROXY
INTEL CORPORATION
2200 Mission College Blvd., Santa Clara, California 95052-8119
Proxy Solicited by Board of Directors for Annual Meeting - May 20, 1998
ANDREW S. GROVE, CRAIG R. BARRETT and F. THOMAS DUNLAP, JR., or any of them, each with the power of
substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the
powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders
of Intel Corporation to be held on Wednesday, May 19, 1999 or at any postponement or adjournment
thereof.
Shares represented by this proxy will be voted as directed by the stockholder. If no such directions
are indicated, the Proxies will have authority to vote FOR Item 1 (the election of directors), FOR Item
2 (ratification of the appointment of independent auditors). In their discretion, the Proxies are
authorized to vote upon such other business as may properly come before the meeting.
IF VOTING BY PAPER,
New Address: ______________________________ PLEASE MARK, SIGN, DATE AND MAIL
______________________________ THIS PROXY CARD PROMPTLY, USING
______________________________ THE ENCLOSED ENVELOPE
(Continued and to be signed on reverse side.)
SEE REVERSE SIDE
[INTEL LOGO]
Annual Meeting of Stockholders
Intel Corporation
May 19, 1999 - 10:00 a.m. (Pacific Daylight Time)
Santa Clara Convention Center
5001 Great America Parkway
Santa Clara, California
[MAP INDICATING THE LOCATION OF THE 1999 SHAREHOLDER MEETING APPEARS HERE]