Proposal 1: Election of Directors

Proposal 1: Election of Directors

 

Our nominees for the election of directors at the annual meeting include nine independent directors, as defined in the applicable rules for companies traded on The NASDAQ Global Select Market* (NASDAQ), and two members of our senior management. Stockholders elect all directors annually. At the recommendation of our Corporate Governance and Nominating Committee, our Board has selected the nominees to serve as directors for the one-year term beginning at our annual meeting on May 21, 2008 or until their successors, if any, are elected or appointed.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received "for" the election of each nominee named in this section. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy or for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

Intel's Bylaws require that each director receive a majority of the votes cast with respect to such director in uncontested elections (the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that nominee). In 2008, all director nominees identified in the following list are currently serving on the Board. If stockholders do not elect a nominee who is serving as a director, Delaware law provides that the director would continue to serve on the Board as a "holdover director." Under our Bylaws and Corporate Governance Guidelines, each director annually submits an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not elect the director. In that situation, our Corporate Governance and Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board would act on the Corporate Governance and Nominating Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results were certified.

Director Changes in 2007 and 2008.

In November 2007, the Board elected Carol A. Bartz to the Board effective January 2008. D. James Guzy is expected to retire in May 2008 in accordance with the Board's retirement age policy, and the size of the Board will be reduced to 11 at that time.

The Board recommends that you vote "FOR" the election of each of the following nominees.

Craig R. Barrett

Craig R. Barrett

, age 68
  • Intel Board member since 1992
  • 2005 – present, Chairman of the Board
  • 1998 – 2005, Chief Executive Officer
  • 1997 – 2002, President
  • Joined Intel 1974
 
 
Ambassador Charlene Barshefsky

Ambassador Charlene Barshefsky

, age 57
  • Intel Board member since 2004
  • 2001 – present, Senior International Partner at the law firm of Wilmer Cutler Pickering Hale and Dorr LLP
  • 1997 – 2001, United States Trade Representative, chief trade negotiator and principal trade policy maker for the United States and a member of the President's cabinet
  • Member of American Express Company, Estée Lauder Companies, and Starwood Hotels & Resorts Worldwide Boards of Directors
 
 
Carol A. Bartz

Carol A. Bartz

, age 59
  • Intel Board member since 2008
  • 2006 to present, Executive Chairman of the Board of Directors of Autodesk, Inc.
  • 1992 – 2006, Chairman of the Board, Chief Executive Officer, and President of Autodesk
  • Member of Cisco Systems, Inc. and Network Appliance, Inc. Boards of Directors
 
Susan L. Decker

Susan L. Decker

, age 45
  • Intel Board member since 2006
  • 2007 – present, President of Yahoo! Inc.
  • 2006 – 2007, Executive Vice President of the Advertiser and Publisher Group of Yahoo! Inc.
  • 2000 – 2007, Executive Vice President of Finance and Administration, and Chief Financial Officer of Yahoo! Inc.
  • Member of Berkshire Hathaway Inc. and Costco Wholesale Corporation Boards of Directors
 
Reed E. Hundt

Reed E. Hundt

, age 60
  • Intel Board member since 2001
  • 1998 – present, Principal of Charles Ross Partners, LLC
  • 1998 – present, independent adviser to McKinsey & Company, Inc.
  • 1993 – 1997, Chairman of the Federal Communications Commission
  • Member of Data Domain, Inc. and Infinera Corporation Boards of Directors
 
Paul S. Otellini

Paul S. Otellini

, age 57
  • Intel Board member since 2002
  • 2005 – present, President and Chief Executive Officer
  • 2002 – 2005, President and Chief Operating Officer
  • Member of Google, Inc. Board of Directors
  • Joined Intel 1974
 
 
James D. Plummer

James D. Plummer

, age 63
  • Intel Board member since 2005
  • 1999 – present, Dean of the School of Engineering at Stanford University
  • 1978 – present, Professor of Electrical Engineering at Stanford University
  • Member of National Academy of Engineering
  • Member of International Rectifier Corporation and Leadis Technology, Inc. Boards of Directors
 
David S. Pottruck

David S. Pottruck

, age 59
  • Intel Board member since 1998
  • 2005 – present, Chairman and Chief Executive Officer of Red Eagle Ventures, Inc.
  • 2005 – present, Chairman of Eos Airlines
  • 2004 – present, Senior Fellow at Wharton School of Business Center for Leadership and Change Management
  • 1984 – 2004, served as President, Chief Executive Officer, and a member of The Charles Schwab Corporation Board of Directors
 
Jane E. Shaw

Jane E. Shaw

, age 69
  • Intel Board member since 1993
  • 1998 – 2005, Chairman and Chief Executive Officer of Aerogen, Inc.
  • Member of McKesson Corporation Board of Directors
 
John L. Thornton

John L. Thornton

, age 54
  • Intel Board member since 2003
  • 2003 – present, Professor and Director of Global Leadership at Tsinghua University in Beijing
  • 1981 – 2003, President, Co-Chief Operating Officer, and member of the Goldman Sachs Group, Inc. Board of Directors
  • Member of China Netcom Group Corporation (Hong Kong) Ltd., Ford Motor Company, and News Corporation Boards of Directors
 
David B. Yoffie

David B. Yoffie

, age 53
  • Intel Board member since 1989
  • 1993 – present, Professor of International Business Administration, Harvard Business School
  • 1981 – present, member of Harvard University faculty
 
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