What the Filing Says

Intel Corporation (Nasdaq: INTC) filed a Form 8-K on May 15, 2026, under Item 5.07 (Submission of Matters to a Vote of Security Holders). The filing reports the final vote tallies from Intel's Annual Meeting of Stockholders held on May 13, 2026. It covers eight proposals, ranging from director elections and auditor ratification to executive compensation and three shareholder-initiated proposals. The filing was signed by David Zinsner, Executive Vice President and Chief Financial Officer.

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Stockholder Participation

As of the March 16, 2026 record date, Intel had 5,021,010,228 shares of common stock outstanding. At the Annual Meeting, 3,972,192,463 shares were present or represented by proxy, equating to a participation rate of 79.11%. Of those shares, approximately 742,040,598 were subject to broker non-votes on non-routine proposals — a standard outcome when beneficial owners do not provide voting instructions to their brokers on discretionary matters.

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Proposal 1 — Election of Directors

All eleven director nominees were elected. The table below summarizes the vote totals:

| Nominee | For | Against | Abstain | |---|---|---|---| | Craig H. Barratt | 3,174,343,815 | 47,929,020 | 7,879,030 | | James J. Goetz | 3,099,546,795 | 125,047,793 | 5,557,277 | | Andrea J. Goldsmith | 3,155,914,739 | 66,812,474 | 7,424,652 | | Alyssa H. Henry | 3,151,637,180 | 70,988,407 | 7,526,278 | | Eric Meurice | 3,198,026,347 | 26,566,114 | 5,559,404 | | Barbara G. Novick | 3,029,236,683 | 181,880,710 | 19,034,472 | | Steve Sanghi | 2,942,782,855 | 281,740,022 | 5,628,988 | | Gregory D. Smith | 3,195,784,361 | 28,679,214 | 5,688,290 | | Stacy J. Smith | 3,025,294,778 | 199,926,538 | 4,930,549 | | Lip-Bu Tan | 3,202,606,177 | 22,599,038 | 4,946,650 | | Dion J. Weisler | 3,069,817,284 | 154,749,954 | 5,584,627 |

While all nominees received a majority of votes cast and were duly elected, shareholder opposition was notably higher for certain individuals. Steve Sanghi received the highest "Against" vote count among the eleven nominees, with approximately 281.7 million shares voted in opposition — representing roughly 8.7% of the shares present and entitled to vote. Stacy J. Smith and Barbara G. Novick also received comparatively elevated opposition votes, at approximately 199.9 million and 181.9 million, respectively. By contrast, Lip-Bu Tan, Intel's CEO and board chair, received the lowest opposition, with approximately 22.6 million shares voted against.

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Proposal 2 — Ratification of Independent Auditor

Stockholders voted to ratify the selection of Intel's independent registered public accounting firm. This proposal passed with 3,722,971,442 shares in favor and 238,233,670 against, with 10,987,351 abstentions. No broker non-votes were recorded on this routine proposal, consistent with standard practice.

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Proposal 3 — Advisory Vote on Executive Compensation (Say-on-Pay)

The non-binding advisory resolution approving Intel's named executive officer compensation was approved, with 2,795,303,255 shares in favor and 422,008,632 against (approximately 13.1% of shares present), along with 12,839,978 abstentions. While the proposal passed, the level of opposition is a data point that corporate governance observers and institutional investors often monitor as a signal of shareholder sentiment regarding compensation practices. The vote is advisory and not binding on the board.

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Proposal 4 — Amendment and Restatement of the 2006 Equity Incentive Plan

Stockholders approved the amendment and restatement of Intel's 2006 Equity Incentive Plan, with 2,714,655,443 shares in favor and 506,524,939 against — the highest opposition count among management-sponsored proposals, at roughly 15.7% of shares present. There were 8,971,483 abstentions. Equity incentive plans govern the issuance of stock-based compensation to employees and executives; amendments typically address the pool of shares available for grant or modify plan terms.

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Proposal 5 — Amendment and Restatement of the Employee Stock Purchase Plan (ESPP)

The amendment and restatement of Intel's 2006 Employee Stock Purchase Plan was approved with broad support: 3,207,970,018 shares in favor, 15,489,418 against, and 6,692,429 abstentions. The ESPP allows eligible employees to purchase company stock, typically at a discount, and is a standard employee benefit instrument at large technology companies.

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Stockholder Proposals — All Defeated

Three proposals submitted by shareholders were put to a vote and all were defeated by significant margins.

Proposal 6 — Report on Risk of China Exposure

A stockholder proposal requesting that Intel prepare a report on risks associated with the company's China exposure received 94,365,321 votes in favor versus 3,106,060,118 against — approximately 2.9% support among shares present and voting. The company's board had recommended a vote against the proposal.

Proposal 7 — Report on Human Rights Due Diligence Process

A proposal requesting a report on Intel's human rights due diligence process received 318,934,961 votes in favor versus 2,883,597,209 against — approximately 9.9% support. The board had recommended a vote against.

Proposal 8 — Policy Separating Chair and CEO Roles

A proposal requesting an enduring policy to separate the roles of Board Chair and Chief Executive Officer received 379,682,774 votes in favor versus 2,836,389,824 against — approximately 11.8% support. Intel's current governance structure combines the CEO and Chair roles in Lip-Bu Tan. The board had recommended a vote against the proposal.

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Governance Context

The 8-K does not contain financial results, operational updates, or forward-looking guidance. It is a procedural disclosure required under SEC rules to report stockholder vote outcomes. Readers seeking financial performance data are directed to Intel's most recent quarterly earnings filings and accompanying financial statements.

Key governance observations from this filing, presented factually:

  • Board composition: The eleven-member board spans a range of technology, finance, and industry backgrounds. All members stood for annual election, consistent with Intel's declassified board structure.
  • CEO/Chair duality: The defeat of Proposal 8 means Intel's current combined CEO/Chair structure remains in place, as the board recommended.
  • Compensation oversight: Say-on-Pay passed but with a meaningful minority of opposing votes, which boards and compensation committees commonly take into account in subsequent review cycles.
  • China exposure disclosure: The decisive defeat of Proposal 6 (approximately 97% opposition) indicates that most voting shareholders did not support a standalone report on China-related risk at this time, though Intel's existing SEC filings contain risk factor disclosures on geographic concentration and geopolitical risk.

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*This article is general, impersonal commentary based solely on Intel Corporation's Form 8-K filed May 15, 2026. Nothing in this article constitutes investment advice or a recommendation to buy, sell, or hold any security. Silicon Signal is not a registered investment adviser.*