<PAGE>
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 Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
INTEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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NOTICE OF
1996
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
[LOGO OF INTEL (R)]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Notice of Annual Meeting of Stockholders
Proxy Statement
Election of Directors (Proposal 1).................................. 2
Board Committees and Meetings....................................... 5
Directors' Compensation............................................. 5
Report of the Compensation and Stock Option Committees.............. 6
Compensation Committee Interlocks and Insider Participation......... 10
Employment Contracts and Change of Control Arrangements............. 10
Stock Price Performance Graph....................................... 11
Executive Compensation.............................................. 12
Security Ownership of Certain Beneficial Owners and Management...... 15
Ratification of Selection of Independent Auditors (Proposal 2)...... 17
Stockholder Proposals............................................... 17
Other Matters....................................................... 18
Communicating with the Company........................................... 19
Directions to Hotel Nikko................................................ 19
Map to Hotel Nikko.............................................. Back Cover
</TABLE>
RETURN OF PROXY
Please complete, sign, date, and return the accompanying proxy promptly in
the enclosed addressed envelope even if you plan to attend the Annual Meeting.
Postage need not be affixed to the enclosed envelope if mailed in the United
States. If you attend the Annual Meeting and vote in person, your proxy will not
be used. The immediate return of your proxy will be of great assistance in
preparing for the Annual Meeting and is therefore urgently requested.
IF YOU PLAN TO ATTEND THE MEETING
The Annual Meeting will be held at 9:00 a.m. (PDT) on May 22, 1996 at the
Hotel Nikko, 222 Mason Street, San Francisco, California, which is located
between Ellis Street and O'Farrell Street. A map to the hotel is printed on the
back cover of this proxy statement. Signs will direct you to the conference room
where the Annual Meeting will be held. Please note that the doors to the meeting
room at the Hotel Nikko will not open for admission until 8:30 a.m.
If you do not own shares in your own name and you plan to attend the
meeting and vote your shares in person, you should contact your broker or agent
in whose name the shares are registered to obtain a broker's proxy and bring it
to the meeting in order to vote.
<PAGE>
[LOGO OF INTEL(R)]
INTEL CORPORATION
Notice of Annual Meeting of Stockholders
May 22, 1996
9:00 a.m., San Francisco 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 22, 1996 at the
Hotel Nikko, 222 Mason Street, San Francisco, California, at 9:00 a.m., San
Francisco time. A map to the location appears on the back cover of the Proxy
Statement. The meeting is being held for the following purposes:
1. To elect a board of directors to hold office until the next annual meeting
of stockholders or until their respective successors have been elected or
appointed;
2. To ratify the appointment of the accounting firm of Ernst & Young LLP as
independent auditors for the Company for the current year; and
3. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
These items are fully discussed in the following pages, which are made part of
this Notice. Only stockholders of record on the books of the Company at the
close of business on March 25, 1996 will be entitled to vote at the meeting. A
list of stockholders entitled to vote will be available for inspection at the
offices of Intel, 2200 Mission College Blvd., Santa Clara, CA 95052, for ten
days prior to the Annual Meeting.
Stockholders are requested to complete, date, sign and return the enclosed proxy
card as promptly as possible. The giving of such proxy will not affect your
right to vote in person should you decide to attend the Annual Meeting.
THE BOARD OF DIRECTORS
/s/ F. THOMAS DUNLAP, JR.
By: F. THOMAS DUNLAP, JR., Secretary
Santa Clara, California
April 4, 1996
DOORS WILL OPEN AT 8:30 a.m.
<PAGE>
First mailed to Stockholders on or about April 4, 1996
[LOGO OF INTEL(R)]
INTEL CORPORATION
2200 Mission College Boulevard
Santa Clara, California 95052-8119
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Intel
Corporation ("Intel" or the "Company") for use in voting at the Annual Meeting
of Stockholders to be held at the Hotel Nikko, 222 Mason Street, San Francisco,
California, on Wednesday, May 22, 1996, at 9:00 a.m., 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. A stockholder
giving a proxy has the power to revoke it at any time prior to its exercise by
voting in person at the Annual Meeting, by giving written notice to the
Secretary prior to the Annual Meeting or by giving a later dated proxy.
Each share of Common Stock outstanding on the record date will be entitled
to one vote on all matters. The eleven candidates for election as directors at
the Annual Meeting who receive the highest number of affirmative votes will be
elected. The ratification of the independent auditors for the Company for the
current year will require the affirmative vote of a majority of the shares of
the Company's Common Stock present or represented and entitled to vote at the
Annual Meeting. Because abstentions with respect to any matter are treated as
shares present or represented and entitled to vote for the purposes of
determining whether that matter has been approved by the stockholders,
abstentions have the same effect as negative votes. Broker non-votes and shares
as to which proxy authority has been withheld with respect to any matter are not
deemed to be present or represented for purposes of determining whether
stockholder approval of that matter has been obtained.
Record Date and Share Ownership
Only stockholders of record on the books of the Company at the close of
business on March 25, 1996 will be entitled to vote at the Annual Meeting.
Presence in person or by proxy of a majority of the shares of Common Stock
outstanding on the record date is required for a quorum. As of the close of
business on February 29, 1996 there were outstanding 821,326,166 shares of
Common Stock.
June 1995 Stock Distribution
Unless otherwise indicated, all references to shares, stock options and
stock option exercise prices have been adjusted to reflect the Company's June
1995 stock distribution which was effected in the form of a two-for-one stock
split (the "1995 stock split").
1
<PAGE>
ELECTION OF DIRECTORS (Proposal 1)
Unless marked otherwise, proxies received will be voted FOR the election of
each of the nominees named below. If any such nominee is unable or unwilling to
serve as a nominee for the office of director at the time of the Annual Meeting,
the proxies may be voted for either (i) a substitute nominee who shall be
designated by the proxy holders or by the present Board of Directors to fill
such vacancy or (ii) for the balance of the nominees, leaving a vacancy.
Alternatively, the size of the Board may be reduced accordingly. The Board of
Directors has no reason to believe that any of such nominees will be unwilling
or unable to serve if elected as a director. Such persons have been nominated to
serve until the next annual meeting of stockholders or until their successors,
if any, are elected or appointed. The Board of Directors recommends a vote FOR
the election of each of the nominees listed below.
CRAIG R. BARRETT
56 Years Old
Director Since 1992
Executive Vice President
and Chief Operating
Officer of the Company
[PHOTO APPEARS HERE]
Craig R. Barrett has been Executive Vice President of the Company since 1990, a
director of Intel since 1992 and Chief Operating Officer since 1993. Dr.
Barrett joined the Company in 1975. In 1984 he was elected Vice President and
in 1985 became Vice President and General Manager, Components Technology and
Manufacturing Group. Dr. Barrett became a Senior Vice President in 1987 and
General Manager of the Microcomputer Components Group in 1989. Dr. Barrett is
also a director of Komag, Incorporated, and a member of the National Academy of
Engineering.
WINSTON H. CHEN (1)
54 Years Old
Director Since 1993
Chairman of Paramitas
Foundation
[PHOTO APPEARS HERE]
Winston H. Chen has been a director of Intel since 1993. He is Chairman of
Paramitas Foundation, a charitable foundation. Since 1978 he has held several
positions at Solectron Corporation, an electronic contract manufacturer in
Milpitas, California, including President, Chief Executive Officer and Chairman
of the Board of Directors. In March 1994, Dr. Chen resigned as Chairman of the
Board of Solectron but continues to act as a director. He is also a director of
Edison International (Inc.), and a member of the Board of Trustees of Santa
Clara University and the Board of Trustees of Stanford University.
ANDREW S. GROVE (3)
59 Years Old
Director Since 1974
President and Chief
Executive Officer of the
Company
[PHOTO APPEARS HERE]
Andrew S. Grove has been a director of Intel since 1974, President of the
Company since 1979 and Chief Executive Officer of Intel since 1987. Dr. Grove
participated in the founding of the Company in 1968 and served as Vice President
and Director of Operations through 1974. He became Executive Vice President in
1975 and was Chief Operating Officer from 1976 to 1989. Dr. Grove is a member
of the National Academy of Engineering and a Fellow of the Institute of
Electrical and Electronic Engineers ("IEEE").
D. JAMES GUZY (2, 5)
60 Years Old
Director Since 1969
President of the Arbor
Company
[PHOTO APPEARS HERE]
D. James Guzy has been a director of Intel since 1969. Since 1969, he has been
President of the Arbor Company, a Nevada limited partnership engaged in the
electronics and computer 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.
2
<PAGE>
GORDON E. MOORE (3, 5)
67 Years Old
Director Since 1968
Chairman of the Board
of the Company
[PHOTO APPEARS HERE]
Gordon E. Moore has been a director of Intel since 1968 and Chairman of the
Board since 1979. Dr. Moore co-founded the Company in 1968 and has served on
the Board since that time. Prior to 1975, Dr. Moore served as Executive Vice
President. Between 1975 and 1979, Dr. Moore served as President and between
1975 and 1987 he served as Chief Executive Officer of the Company. Currently,
Dr. Moore is also a director of Gilead Sciences, Inc., Transamerica Corporation
and Varian Associates, Inc. He is also Chairman of the Board of Trustees of the
California Institute of Technology, a member of the National Academy of
Engineering, a Fellow of the IEEE and a member of the Board of Directors of
Conservation International.
MAX PALEVSKY (2, 4)
71 Years Old
Director Since 1968
Self-Employed Investor
[PHOTO APPEARS HERE]
Max Palevsky has been a director of Intel since 1968. He is a self-employed
investor, serves as a director of Komag, Incorporated, and is a member of the
Board of Trustees of The Institute for Advanced Study. Mr. Palevsky founded
Scientific Data Systems, Inc. in 1961, which was acquired by Xerox Corporation
in 1969, at which time he became a director and Chairman of the Executive
Committee of Xerox Corporation. He retired as a director of Xerox in 1972.
ARTHUR ROCK (1-5)
69 Years Old
Director Since 1968
Venture Capitalist
[PHOTO APPEARS HERE]
Arthur Rock has been a director of Intel since its founding in 1968. He is
Chairman of the Executive Committee of the Board of Directors of Intel
Corporation. Mr. Rock is a principal of Arthur Rock & Company, a venture
capital firm. He is also a director of Argonaut Group, Inc., AirTouch
Communications, Inc. and Echelon Corporation, and a trustee of the California
Institute of Technology.
JANE E. SHAW (1)
57 Years Old
Director Since 1993
Founder of the Stable
Network
[PHOTO APPEARS HERE]
Jane E. Shaw has been a director of Intel since 1993. She founded The Stable
Network, a biopharmaceutical consulting company, in 1995. She was President and
Chief Operating Officer of ALZA Corporation, a drug delivery company, from 1987
to 1994. Dr. Shaw joined ALZA in 1970 and held several positions within the
company, including Principal Scientist, Executive Vice President of ALZA
Corporation, Director of ALZA Corporation and Chairman of the Board of ALZA
Limited, U.K. From 1970 to 1972, Dr. Shaw held an appointment as Assistant
Professor, Department of Physiology, at Stanford University. She is currently a
director of McKesson Corporation and Boise Cascade Corporation.
3
<PAGE>
LESLIE L. VADASZ
59 Years Old
Director Since 1988
Senior Vice President,
Director of Corporate
Business Development of
the Company
[PHOTO APPEARS HERE]
Leslie L. Vadasz has been a director of Intel since 1988 and became Senior Vice
President, Director of Corporate Business Development in 1991. Mr. Vadasz
joined the Company in 1968 when it was founded and became Director of
Engineering in 1972. In 1975 he was elected Vice President and in 1976 became
Assistant General Manager of the Microcomputer Division. From 1977 to 1979, he
was Vice President, General Manager of the Microcomputer Components Division.
Mr. Vadasz became a Senior Vice President in 1979 and served as Director of
Corporate Strategic Staff from 1979 to 1986. From 1986 to 1990, he was Senior
Vice President, General Manager, then President of the Systems Group. He is
also a director of Symantec Corp. He is a Fellow of the IEEE.
DAVID B. YOFFIE (2, 4)
41 Years Old
Director Since 1989
Professor of Business
Administration, Harvard
University
[PHOTO APPEARS HERE]
David B. Yoffie has been a director of Intel since 1989. He has been Professor
of Business Administration at Harvard University since 1990 and in June 1993 was
appointed to the position of Max & Doris Starr Professor of International
Business Administration. He was Associate Professor of Business Administration
from 1985 to 1990 and has been on the Harvard faculty since 1981. He is also a
member of the Boards of Directors of Physiologica, Inc., Bion, Inc. and the
National Bureau of Economic Research.
CHARLES E. YOUNG (1)
64 Years Old
Director Since 1974
Chancellor of the
University of California,
Los Angeles
[PHOTO APPEARS HERE]
Charles E. Young has been a director of Intel since 1974. He has been
Chancellor of the University of California at Los Angeles since 1968. He is
also Chairman of the 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. and a director
of the Nicholas-Applegate Equity Fund and Mutual Fund.
- -------------------------------------------------------------------------------
(1) Member of the Audit & Finance Committee.
(2) Member of the Compensation Committee.
(3) Member of the Executive Committee.
(4) Member of the Nominating Committee.
(5) Member of the Stock Option Committee.
Except as noted above, each of the nominees has been engaged in the
principal occupation set forth above during the past five years. There are no
family relationships among any directors or executive officers of the Company.
Stock ownership information is shown under the heading "Security Ownership of
Certain Beneficial Owners and Management" and is based upon information
furnished by the respective individuals.
Directors Emeriti
Sanford Kaplan and Richard Hodgson retired as active directors of Intel
Corporation in 1993, following 19 years each of service as directors. They were
elected by the Board to act as Directors Emeriti. Messrs. Hodgson and Kaplan
are eligible to attend Board and Committee meetings, but do not have voting
rights.
4
<PAGE>
BOARD COMMITTEES AND MEETINGS
The Company has standing Executive, Audit & Finance, Nominating,
Compensation and Stock Option Committees of the Board of Directors. The members
of the committees are identified on pages 2-4.
The Audit & Finance Committee recommends for approval by the Board of
Directors a firm of certified public accountants whose duty it is to audit the
financial statements of the Company for the fiscal year in which they are
appointed, and monitors the effectiveness of the audit effort, the Company's
internal financial and accounting organization and controls and financial
reporting. The Audit & Finance Committee held four meetings during 1995.
The Nominating Committee makes recommendations to the Board regarding the
size and composition of the Board. The Committee establishes procedures for the
nomination process, recommends candidates for election to the Board of Directors
and nominates officers for election by the Board. The Nominating Committee held
one meeting during 1995. The Nominating Committee will consider nominees
proposed by the stockholders. Any stockholder who wishes to recommend a
prospective nominee for the Board of Directors for the Nominating Committee's
consideration may do so by giving the candidate's name and qualifications in
writing to the Secretary of the Company, M/S SC4-203, 2200 Mission College
Blvd., Santa Clara, CA 95052-8119.
The Compensation Committee reviews and approves salaries and other matters
relating to compensation of the executive officers of the Company. The
Compensation Committee held three meetings during 1995.
The Stock Option Committee administers the Company's stock option plans,
including the review and grant of stock options to all eligible employees under
the Company's existing stock option plans. The Stock Option Committee acted by
written consent 24 times during 1995.
The Board of Directors held six meetings and acted by written consent two
times during 1995. No director attended less than 75% of all the meetings of the
Board and those committees on which he or she served in 1995.
DIRECTORS' COMPENSATION
Directors who are Company employees receive no additional or special
remuneration for serving as directors. Non-employee directors are paid $20,000
per year. In addition, non-employee directors are paid $2,000 plus out-of-
pocket expenses per Board of Directors meeting attended. Mr. Rock receives an
additional $6,000 as Chairman of the Executive Committee.
Prior to August 1995, the Company's 1984 Stock Option Plan, as amended (the
"SOP"), provided that, upon joining the Board, each non-employee director would
receive an automatic grant of an option to purchase 10,000 shares of Common
Stock of the Company and that, thereafter, each non-employee director would
receive an annual grant of an option to purchase an additional 10,000 shares of
Common Stock. Under the SOP, non-employee director options are exercisable in
full one year from the date of grant at an exercise price which is not less than
the fair market value on the date of grant. On April 28, 1995, each non-employee
director was granted an option to purchase a total of 10,000 shares at an
exercise price of $51.38 per share. Effective in August 1995, the Board of
Directors amended the SOP to provide that both initial and annual automatic non-
employee director grants would be reduced to a rate of 5,000 shares (the rate
prior to the 1995 stock split) per grant on an ongoing basis.
In 1990, the Company adopted a retirement program for non-employee
directors. The Director's Retirement Program provides a retirement benefit to
any director who is not an employee of the Company and who has either been a
non-employee director for at least ten years or has been a non-employee director
for at least five years and retires after age 65. The retirement program will
pay an annual benefit equal to the retainer fee in effect at the time of
payment, to be paid beginning at commencement of retirement for the lesser of
the number of years served as a non-employee director or the life of the
director. Pursuant to the Director's Retirement Program,
5
<PAGE>
Messrs. Hodgson and Kaplan are each eligible to receive an annual benefit equal
to $20,000, payable in quarterly installments. They each received $20,000 under
this plan in 1995.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
The Company's executive compensation program is administered by the
Compensation and Stock Option Committees of the Board of Directors. 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 role of the Stock Option Committee is to administer the Company's
stock option plans and to review and approve stock option grants to all
employees, including the executive officers of the Company.
General Compensation Philosophy
The Company's compensation philosophy is that total cash compensation
should vary with the performance of the Company to financial and non-financial
objectives and that any long-term incentive compensation should be closely
aligned with the interests of the stockholders.
Total cash compensation for the executive officers consists of the
following components:
. Base salary;
. An executive officer cash bonus that is related to growth in earnings
per share of the Company and is based on an individual bonus target for
the performance period (See "Executive Officer Bonus Plan"); and
. A cash bonus that is proportional to corporate profitability and which
is paid to all employees of the Company (See "Employee Cash Bonus
Plan").
Long-term incentive compensation is realized through the granting of stock
options to key employees, including eligible executive officers. The Company
has no other long-term incentive plans.
In addition to encouraging stock ownership by granting stock options, the
Company further encourages its employees to own Company stock through a tax-
qualified employee stock purchase plan which is generally available to all
employees. This plan allows participants to buy Company stock at a discount to
the market price with up to 10% of their salary and bonuses (subject to certain
limits), therefore allowing employees to profit when the value of the Company's
stock increases over time.
In setting the base salary and individual bonus target amount (hereafter
together referred to as "BSBT") for executive officers, the Compensation
Committee reviews information relating to executive compensation of US-based
companies that are considered generally comparable to the Company (a majority of
which companies are included in the Dow Jones Technology Index). While there is
no specific formula that is used to set pay in relation to this market data,
executive officer BSBT is generally set to be slightly below the median
salaries for comparable jobs in the market place. However, when the Company's
business groups meet or exceed certain predetermined financial and non-financial
goals, amounts paid under the Company's performance based compensation programs
may lead to total cash compensation levels which are higher than the median
salaries for comparable jobs. The Compensation Committee also reviews the
compensation levels of the executive officers for internal consistency relative
to the 100 most highly paid employees of the Company.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), places a limit of $1,000,000 on the amount of compensation that may be
deducted by the Company in any year with respect to each of the Company's five
most highly paid executive officers. Certain performance based compensation that
has been approved by stockholders is not subject to the deduction limit. At the
1994 and 1995 Annual Meetings, respectively, the Company obtained stockholder
approval of certain amendments to the Company's stock option plans and an
amended and restated Executive Officer Bonus Plan to qualify awards under such
plans as
6
<PAGE>
performance based compensation and to maximize the tax deductibility of
such awards. However, in order to maintain flexibility in compensating executive
officers in a manner designed to promote varying corporate goals, the
Compensation Committee has not adopted a policy that all compensation must be
deductible.
Base Salary
The Compensation Committee determines the BSBT of each of the Company's
executive officers by reviewing the entire compensation package of the
individual, including performance based compensation. 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, executives 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 1995, the base salary for Dr. Grove, the
executive officer with the highest level and amount of responsibility, was 50%
of his total BSBT. The other executives' base salaries were determined in the
same manner, but the base salary segment as a percentage of their BSBT for 1995
ranged from 50% to 73% depending on their job responsibilities. Once fixed,
base salary does not depend on the Company's performance.
As a result of this process, and in accordance with the Company's
compensation philosophy that total cash compensation should vary with Company
performance, the Compensation Committee establishes base salaries of the
Company's executive officers at levels which the Compensation Committee believes
are below the median base salaries of executives of companies considered by the
Compensation Committee to be comparable to the Company. Thus, as set forth
below, a large part of each executive officer's potential total cash
compensation is dependent on the performance of the Company as measured through
its performance based compensation programs.
Performance Based Compensation
The Company has several performance based compensation programs in which
the majority of Intel's exempt employees are eligible to participate.
Additionally, effective January 1, 1996, the Company's former Executive Bonus
Plan which applied only to senior level employees of the Company was renamed the
Employee Bonus Program and extended to all non-commissioned employees of the
Company. (This plan is hereinafter referred to as the "EBP".) For the executive
officers, participation in the Executive Officer Bonus Plan is in lieu of
participation in the EBP.
Executive Officer Bonus Plan
The Executive Officer Bonus Plan (as amended to date, the "EOBP") is a
cash-based incentive bonus program. The purpose of the EOBP is to motivate and
reward eligible employees for good performance by making a portion of their cash
compensation dependent on growth in earnings per share ("EPS") of the Company.
The EOBP provides for the determination of a maximum bonus amount which is
established annually for each executive officer pursuant to a predetermined
objective formula, subject to a maximum limit of $5,000,000. Under this
predetermined formula, the maximum bonus payment for any performance period is
the product of (i) the executive officer's individual bonus target for the
performance period and (ii) the numerical value of the Company's EPS for the
performance period multiplied by a pre-established factor (the "multiplier")
which is set by the Compensation Committee in writing. For the purposes of this
formula, "EPS" means the greater of (x) the Company's operating income or (y)
the Company's net income, in each case per weighted average common and common
equivalent shares outstanding during such performance period.
In January 1995, the Compensation Committee established individual bonus
targets which ranged from $75,000 to $400,000 for each of the executive officers
(representing a range of 27% to 50% of BSBT), and set the multiplier as 1.40108
(adjusted for the 1995 stock split) for the 1995 performance period. During this
period, operating income exceeded net income and led to an EPS value of $5.94
for use in the formula.
Under the EOBP, the Compensation Committee has discretion to reduce (but
not to increase) an individual's actual bonus payment from the amount which
would otherwise be payable under the above formula. In the past, the
Compensation Committee has exercised its discretion to pay bonuses at amounts
which were below
7
<PAGE>
the maximum amounts permitted under the EOBP. The EOBP does not specify the
factors which the Compensation Committee evaluates in the exercise of its
discretion to reduce bonus payments under the EOBP and does not require the
Compensation Committee to make such a reduction. The EOBP requires that an
executive officer be on the Company's payroll as of the last day of the
performance period for which the bonus is payable in order to be eligible to
receive payment of the bonus for such performance period.
For the 1995 performance period, the Compensation Committee chose to
exercise its discretion to reduce the bonus amounts paid under the EOBP to the
amounts which would have been paid to the executive officers under the EBP.
Bonus payments under the EBP are generally lower than the maximum bonuses
payable under the EOBP in part because the EBP formula utilizes reported EPS
(adjusted to reflect any unusual income statement items) whereas the EPS
utilized in the EOBP formula is based on the greater of operating income or net
income as described above. The EBP formula also takes into account whether
certain business group objectives have been met over the performance period. For
example, for 1995, business group objectives considered in determining the
payouts under the EBP included financial and non-financial goals such as
production volumes, sales, customer satisfaction, product development, cost
reduction, affirmative action hiring and environmental, health and safety
matters. The particular goals are set each year and vary from year to year. In
determining bonuses payable to the executive officers with responsibility for
overall performance of the Company, such as the Chairman of the Board, the Chief
Executive Officer and the Chief Operating Officer, the Compensation Committee
took into account the corporate average score on achievement of business
objectives. For those executive officers with specific responsibility for a
particular business group, achievement scores were based on either the
individual business group's score, or a combination of the group's score and the
corporate average score.
Employee Cash Bonus Plan
The Employee Cash Bonus Plan (the "ECBP") is a profit-sharing program that
offers cash rewards to all employees, including executive officers, based on
corporate profitability. Twice a year, employees receive .55 day's pay for
every two percentage points of corporate pretax profit as a percentage of
revenues, or a total payment based on 4% of net income, whichever is greater.
The Employee Cash Bonus is paid in the first and third quarters of each year
based on corporate performance for the preceding two quarters.
During 1995, a total payment based on 4% of net income resulted in an
annual cash bonus payout under the ECBP of 21.9 days' pay per employee or 8.4%
of eligible employee earnings.
Profit Sharing Retirement Plans
The Company has both tax-qualified and non-qualified capital
accumulation/retirement plans (the "Profit Sharing Retirement Plans"). The tax-
qualified plans are available to eligible employees in the U.S. and Puerto Rico.
The non-qualified plan is a supplemental plan which provides to eligible
employees in the U.S. those contributions that could not be contributed to their
accounts under the qualified plan because of limitations under the Code. The
Profit Sharing Retirement Plans are defined contribution plans that are designed
to accumulate retirement funds for employees, including the executive officers,
and to allow the Company to make contributions or allocations to those funds.
The Company contribution is totally discretionary and is not based on any
formula. The contributions approved by the Board may vary with the financial
performance of the Company, in particular revenues and EPS. 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 1995, the discretionary Company contributions (including allocation of
forfeitures) to the Profit Sharing Retirement Plans for all eligible employees,
including executive officers, equaled 12.5% of eligible salary. Contributions
to the qualified plan are limited under the Code. Where Code limits applied,
the excess, up to 12.5% of eligible salary, was allocated to the non-qualified
plan to eligible employees, including executive officers.
8
<PAGE>
Stock Options
Stock options are granted by the Company to aid in the retention of key
employees and to align the interests of key 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.
Grants under the Company's 1984 Stock Option Plan, as amended (the "SOP")
may be made at the time an employee commences working for the Company and are
made on an annual basis as a part of the Company's employee performance review
process. In general, initial grants are exercisable in increasing increments
over a five-year period and subsequent grants are first exercisable five years
after the date of grant (i.e., options granted in 1995 become exercisable in
2000). Stock options are granted at a price not less than the fair market value
on the date of grant.
The level of stock options granted (i.e., the number of shares subject to
each stock option grant) under the SOP is based on the employee's ability to
impact future corporate results. An employee's ability to impact future
corporate results depends on the level and amount of job responsibility of the
individual. Therefore, the level of stock options granted is directly
proportional to job responsibility. For example, Dr. Grove as the Chief
Executive Officer has the highest level of responsibility and in 1995 was
awarded the highest level of stock options. However, the SOP limits the total
number of shares subject to options that may be granted to any one participant
in any year to 1% of the total number of shares outstanding on January 1, 1994,
i.e., 8,363,520 shares.
In 1995, stock options for the executive officers were granted upon
recommendation of management and approval of the Stock Option Committee based on
their subjective evaluation of the appropriate amount for the level and amount
of responsibility of each executive officer.
Company Performance and CEO Compensation
The Company's compensation program is leveraged towards the achievement of
corporate and business objectives. This pay-for-performance program is most
clearly exemplified in the compensation of the Company's Chief Executive
Officer, Dr. Grove.
Dr. Grove does not have an employment contract. Dr. Grove's BSBT is
determined in the same manner as described above for all executive officers. In
setting compensation levels for the Chief Executive Officer, the Compensation
Committee reviews comparative information reflecting recent compensation data.
In line with the Compensation Committee's general practice, however, Dr. Grove's
1995 salary and individual bonus target were not tied directly to the
compensation data. Dr. Grove's base salary and bonus target were set at levels
which, by comparison to selected companies reflected in the market data (a
majority of which companies are included in the Dow Jones Technology Index),
were 45% of the average for base salary, 42% of the average for target incentive
based compensation and 44% of the average for BSBT.
Under the EOBP, Dr. Grove's actual bonus for 1995 (paid in 1996) was
$2,284,000. This bonus, like the bonuses paid to each of the other executive
officers under the EOBP, was less than the maximum bonus provided under the EOBP
formula due to the Compensation Committee's exercise of its discretion to reduce
the maximum bonus to the bonus derived by utilizing the EBP formula as described
above. Although Dr. Grove's BSBT was 44% of the average total target
compensation of the selected peer group, due to the high variability in the
Company's total compensation program and to the Company's excellent 1995
financial performance, his actual cash compensation (i.e., base salary and
bonuses) for 1995 was 148% of the average total actual cash compensation of the
selected peer group.
In 1995, the Stock Option Committee awarded Dr. Grove stock options to
purchase 96,000 shares of stock. The options first become exercisable in 2000.
The Company also contributed $18,800 to Dr. Grove's account under the tax-
qualified retirement plan and allocated $247,300 to Dr. Grove's account under
the non-
9
<PAGE>
qualified retirement plan. In general, Dr. Grove's retirement plan
accounts are available to Dr. Grove only upon termination, retirement, death or
disability.
With respect to matters related to stock option grants and to all other
elements of compensation, the Stock Option Committee and the Compensation
Committee, respectively, submit this report.
Compensation Committee: Stock Option Committee:
David Yoffie, Chairman Gordon Moore, Chairman
D. James Guzy D. James Guzy
Max Palevsky Arthur Rock
Arthur Rock
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Company's Board of
Directors are Messrs. Guzy, Palevsky, Rock and Yoffie. The Stock Option
Committee of the Board of Directors consists of Mr. Guzy, Dr. Moore and Mr.
Rock. Messrs. Guzy, Palevsky, Rock and Yoffie are non-employee directors. Dr.
Moore, who is an officer of the Company and the Company's Chairman of the Board,
is not eligible to receive stock options. Mr. Rock was formerly a non-employee
officer of the Company as Chairman of the Board from 1970 to 1975.
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
None of the Company's executive officers has employment or severance
arrangements with the Company.
10
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN AMONG INTEL,
THE S&P 500 INDEX AND THE DOW JONES TECHNOLOGY INDEX
Set forth below is a line graph comparing the cumulative total stockholder
return on the Company's Common Stock against the cumulative total return of the
Standard & Poor's 500 Stock Index and the Dow Jones Technology Index for the
period of five years commencing December 28, 1990 and ending December 30, 1995.
The graph and table assume that $100 was invested on December 28, 1990 in each
of the Company's Common Stock, the Standard & Poor's 500 Stock Index and the Dow
Jones Technology Index and that all dividends were reinvested. This data was
furnished by Standard & Poor's Compustat Services, Inc. and Dow Jones and
Company, Inc. Intel and the Dow Jones Technology Index are based on Intel's
fiscal year. The S&P 500 Index is based on a calendar year.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement Period INTEL S&P DOW JONES
(Fiscal Year Covered) CORPORATION 500 INDEX TECHNOLOGY INDEX
- --------------------- ----------- --------- ----------------
<S> <C> <C> <C>
Measurement Pt- 1990 $100 $100 $100
FYE 1991 $123 $130 $125
FYE 1992 $234 $140 $140
FYE 1993 $324 $155 $159
FYE 1994 $335 $157 $182
FYE 1995 $596 $215 $258
</TABLE>
11
<PAGE>
EXECUTIVE COMPENSATION
The following tables set forth the annual compensation for the Chief Executive
Officer and the four other most highly compensated executive officers of the
Company. No executive officer serves pursuant to an employment contract.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compen-
Other sation
Annual Compensation Annual Awards(2) All Other
----------------------- Compen- -------------- Compen-
Name and Principal Position Year Salary($) Bonus($)(1) sation($) Options(#)(3) sation($)(4)
- --------------------------- ---- --------- ----------- ---------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Andrew S. Grove 1995 400,000 2,356,700 --- 96,000 $266,100
President and CEO 1994 380,000 1,722,400 --- 72,000 275,200
1993 360,000 1,823,700 --- 96,000 172,500
Craig R. Barrett 1995 300,000 1,767,500 --- 64,000 196,800
Executive Vice President, 1994 285,000 1,269,500 --- 48,000 197,200
Chief Operating Officer 1993 280,000 1,294,100 --- 64,000 125,600
David L. House 1995 230,000 1,063,400 --- 18,000 139,900
Senior Vice President 1994 240,000 887,400 --- 24,000 153,700
1993 240,000 992,000 --- 32,000 102,900
Gerhard H. Parker 1995 235,000 1,029,500 --- 32,000 120,100
Senior Vice President 1994 225,000 721,900 --- 24,000 114,300
1993 220,000 690,400 --- 32,000 76,200
Frank C. Gill 1995 255,000 1,000,000 --- 32,000 131,800
Senior Vice President 1994 245,000 795,700 173,000(5) 24,000 135,100
1993 240,000 821,400 --- 32,000 87,900
</TABLE>
____________________
(1) This amount includes the bonuses paid under the Executive Officer Bonus
Plan for 1994 and 1995, the Executive Bonus Plan for 1993 and the Employee
Cash Bonus Plan for each of the covered years.
(2) The Company does not offer any Restricted Stock Awards, SAR or other LTIP
programs.
(3) Indicates number of securities underlying options.
(4) All amounts listed in this column are amounts contributed to the Company's
broad-based defined contribution retirement plan (for each of the named
executives such amounts were $18,800 for 1995, $18,800 for 1994, and
$21,000 for 1993) and discretionary Company contributions made under the
Company's non-qualified, defined contribution plan. These amounts are to
be paid out to the named executives (or any other plan participant) only
upon retirement, termination, disability or death.
(5) Reimbursement for certain relocation expenses and taxes consistent with the
Company's practice for similarly situated employees.
12
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------------- VALUE AT ASSUMED
% of Total ANNUAL RATES OF STOCK
Securities Options PRICE APPRECIATION FOR
Underlying Granted to Exercise or OPTION TERM($)(3)
Options Employees in Base Price -----------------------
Name Granted(#)(1) Fiscal Year ($/Share)(2) Expiration Date 5% 10%
- ---- ------------- -------------- ------------ --------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
A. Grove 96,000 0.70 45.66 4/11/05 2,756,500 6,985,500
C. Barrett 64,000 0.46 45.66 4/11/05 1,837,700 4,657,000
D. House 18,000 0.13 45.66 4/11/05 516,800 1,309,800
G. Parker 32,000 0.23 45.66 4/11/05 918,800 2,328,500
F. Gill 32,000 0.23 45.66 4/11/05 918,800 2,328,500
</TABLE>
- --------------
(1) These options are first exercisable in 2000.
(2) Under all stock option plans, the option purchase price is not less than
fair market value at the date of the grant. All of these options were
granted on April 11, 1995.
(3) In accordance with SEC rules, these columns show gains that might exist for
the respective options, assuming the market price of Intel's Common Stock
appreciates from the date of grant over a period of ten years at the
annualized rates of five and ten percent, respectively. If the stock price
does not increase above the exercise price at the time of exercise,
compensation to the named executives will be zero.
13
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Securities Underlying Value of Unexercised In-the-
Unexercised Options Money Options
at December 30, 1995(#)(1) at December 30, 1995($)(2)
Shares Acquired --------------------------- ------------------------------
Name on Exercise (#) Value Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ----------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
A. Grove 119,996 5,424,780 1,160,000 468,000 67,447,200 19,292,900
C. Barrett 0 0 927,992 312,000 53,836,800 12,862,000
D. House 4,300 213,925 328,592 132,000 19,101,700 5,548,300
G. Parker 120,256 5,918,470 277,744 156,000 16,139,900 6,431,000
F. Gill 244,668 12,902,422 275,332 156,000 16,019,900 6,431,000
</TABLE>
- -------------------
(1) This represents the total number of shares subject to stock options held by
the named executives at December 30, 1995. These options were granted on
various dates during the years 1987 through 1995.
(2) These amounts represent the difference between the exercise price of the
stock options and the closing price of Company stock on December 30, 1995
(last day of trading for the fiscal year ended December 30, 1995), for all
in-the-money options held by each named executive. The in-the-money stock
option exercise prices range from $6.79 to $45.66. All stock options are
granted at the fair market value of the stock on the grant date.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service at Retirement (2)(3)
--------------------------------------------------------
Eligible Compensation (1) 15 20 25 30 35
- ------------------------- ---------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
$150,000 and above $28,973 $38,630 $48,288 $57,946 $67,603
</TABLE>
- --------------------
(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 plan only.
Compensation includes regular earnings and most bonuses. However, maximum
eligible compensation for 1995 is $150,000, 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
on page 12, the years of credited service as of year-end 1995 under the
Company's pension plan are currently as follows: Dr. Grove (27); Dr.
Barrett (21); Mr. House (21); Dr. Parker (26) and Mr. Gill (20).
(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.
14
<PAGE>
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 29, 1996 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.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock
Beneficially Owned at
Stockholder February 29, 1996 Percent of Class
- ---------- ---------------------- ----------------
<S> <C> <C>
Gordon E. Moore, Chairman 45,996,726 5.6%
2200 Mission College Blvd.
Santa Clara, California 95052-8119
Craig R. Barrett, Director,
Executive Vice President and Chief Operating Officer 1,058,174 (1) *
Winston H. Chen, Director 80,000 (2) *
Andrew S. Grove, Director, President and Chief Executive Officer 2,188,014 (3) *
D. James Guzy, Director 1,621,544 (4) *
Max Palevsky, Director 478,768 (5) *
Arthur Rock, Director 3,365,480 (6) *
Jane E. Shaw, Director 42,000 (7) *
Leslie L. Vadasz, Director and Senior Vice President, Director of Corporate
Business Development 1,300,450 (8) *
David B. Yoffie, Director 80,800 (9) *
Charles E. Young, Director 32,700(10) *
Richard Hodgson, Director Emeritus 77,300 *
Sanford Kaplan, Director Emeritus 50,600 *
Frank Gill, Senior Vice President 380,347(11) *
David L. House, Senior Vice President 430,353(12) *
Gerhard H. Parker, Senior Vice President 396,004(13) *
All directors, directors emeritus and executive officers as a group
(25 individuals) 59,554,751(14) 7.2%
</TABLE>
- ---------------------
* Less than 1%.
(1) Includes outstanding options to purchase 995,992 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
(2) Includes outstanding options to purchase 40,000 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
15
<PAGE>
(3) Includes outstanding options to purchase 1,262,000 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
(4) Includes 1,541,160 shares held by the Arbor Company of which Mr. Guzy is a
general partner. Also includes outstanding options to purchase 80,000
shares, which were exercisable as of February 29, 1996, or within 60 days
from such date.
(5) Includes outstanding options to purchase 80,000 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
Also includes 21,000 shares held by Mr. Palevsky's spouse.
(6) Includes 960 shares held by Mr. Rock's spouse as to which shares Mr. Rock
disclaims any beneficial interest and as to which he has no voting or
investment powers. Also includes outstanding options to purchase 80,000
shares which were exercisable as of February 29, 1996, or within 60 days
from such date.
(7) Held in a family trust. Includes outstanding options to purchase 38,000
shares, which were exercisable as of February 29, 1996, or within 60 days
from such date.
(8) Includes outstanding options to purchase 688,412 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
(9) Includes outstanding options to purchase 80,000 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
(10) Includes outstanding options to purchase 32,500 shares, which were
exercisable as of February 29, 1996, or within 60 days of such date.
(11) Includes outstanding options to purchase 309,322 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
(12) Includes outstanding options to purchase 362,592 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
(13) Includes outstanding options to purchase 311,744 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
(14) Includes outstanding options to purchase 5,678,480 shares, which were
exercisable as of February 29, 1996, or within 60 days from such date.
16
<PAGE>
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS (Proposal 2)
Ernst & Young LLP have been the Company's independent auditors since its
incorporation in 1968 and have been selected by the Board of Directors as the
Company's independent auditors for the fiscal year ending December 28, 1996. 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 1995 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.
Unless marked to the contrary, proxies received will be voted FOR
ratification of the appointment of Ernst & Young LLP as the independent auditors
for the current year.
The Board of Directors of the Company recommends a vote FOR ratification of
the appointment of Ernst & Young LLP as independent auditors for the Company
for the current year.
STOCKHOLDER PROPOSALS
1996 Stockholder Proposals. From time to time, stockholders of the Company
submit proposals which they believe should be voted upon at the Annual Meeting.
This year, the Company received three such proposals. The Company received one
proposal from the Jessie Smith Noyes Foundation and others regarding Intel's
community environmental information sharing. The proponents agreed to withdraw
the proposal following the Company's revision of its Environmental, Health and
Safety Policy to expand its commitment to communities. The Company received a
second proposal from the Passionists and others asking that the Company prepare
a report on its equal employment and diversity in hiring practices. The
proponents agreed to withdraw this proposal after the Company met with them and
explained that it is in the process of preparing a report which satisfies the
objectives outlined in the proposal. The third proposal, received from the
Women's Division of the General Board of Global Ministries of the United
Methodist Church, requested that the Company institute an executive compensation
review to report on ways to link executive compensation to financial and non-
financial performance. The proponents agreed to withdraw this proposal after
Intel confirmed that it does currently link executive compensation to financial
and non-financial goals. (See "Report of the Compensation and Stock Option
Committees.") The Company is pleased that through working with these stockholder
groups it was able to satisfy them that their interests are being addressed.
1997 Stockholder Proposals. To be eligible for inclusion in the Company's
1997 Proxy Statement, stockholder proposals must be submitted to the Secretary
of the Company no later than December 6, 1996.
17
<PAGE>
OTHER MATTERS
Compliance With Section 16(a) of the Exchange Act. Section 16(a) of the
Securities Exchange Act of 1934 requires the Company's directors and executive
officers, and persons who own more than ten percent 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 ("SEC")
and The Nasdaq Stock Market ("Nasdaq"). Such directors, executive officers and
ten-percent 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 1995, all Section 16(a) filing requirements applicable to its
directors, officers and ten percent stockholders were complied with, with the
following exceptions: Director Palevsky filed one report of one transaction
involving the sale of stock late; Stephen Nachtsheim, an officer of the Company,
filed one report of one transaction involving a stock purchase late. As of the
date of this Proxy Statement, each of the referenced transactions has been
reported with the SEC and Nasdaq.
Financial Statements. The Company's financial statements for the year ended
December 30, 1995, are being sent concurrently to the Company's stockholders. If
you have not received or had access to the 1995 Annual Report to Stockholders,
please notify the Secretary of the Company, M/S SC4-203, 2200 Mission College
Blvd., Santa Clara, CA 95052-8119 and a copy will be sent to you. In addition,
copies of the Company's Annual Report are available on Intel's World Wide Web
site at http://www.intel.com.
Other Matters. At the date hereof, there are no other matters which the
Board of Directors intends to present or has reason to believe others will
present at the meeting. If other matters come before the meeting, the persons
named in the accompanying form of proxy will vote in accordance with their best
judgment with respect to such matters.
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 $7,500 plus a reasonable amount to cover expenses. Proxies may also
be solicited by certain of the Company's directors, officers and regular
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.
By Order of the Board of Directors
/s/ F. THOMAS DUNLAP, JR.
F. THOMAS DUNLAP, JR., Secretary
Dated: April 4, 1996
Santa Clara, California
18
<PAGE>
COMMUNICATING WITH THE COMPANY
Recently, we have received several calls from stockholders inquiring about the
availability of certain means of communication with the Company. Because we
have added a variety of such avenues over the past couple of years, we thought
that it might be helpful if we outlined them for you.
. 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 earnings release, Form
10-K, Form 10-Q or Annual Report mailed to you, please call (800) 298-
0146. (Foreign investors, please call (312) 461-5545.)
2. To listen to a recording of our most recent earnings announcement or to
reach a Stockholder Services representative, please call (800) 298-0146.
(Foreign investors, please call (312) 461-5545.)
3. To view Intel's home page on the Internet, use Intel's URL:
http://www.intel.com. Intel's home page gives you access to product,
marketing and financial data, an on-line version of Intel's annual
report and job listings. Internet access to this information has the
advantage of providing you with up-to-date information about the Company
throughout the year.
. 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
Attn: Investor Relations, RN5-24
Of course, as a stockholder, you will continue to automatically receive the
Annual Report and Proxy Statement by mail.
DIRECTIONS TO HOTEL NIKKO
From the South:
- --------------
From SFO Airport, take 101 North to I-80 East (downtown Bay Bridge). Take I-80
to the 7th Street exit. Once on the exit ramp, get into one of the two right
lanes. At the stoplight, go straight onto Bryant Street. Follow Bryant two
blocks to 5th Street. Turn left on 5th Street. Follow 5th Street seven blocks
to Ellis Street. Turn left on Ellis Street. The Hotel Nikko driveway is
approximately 3/4 of the way down the block on the right hand side at the corner
of Mason Street.
From the East Bay:
- -----------------
Follow I-80 West across the San Francisco-Oakland Bay Bridge. Take the 5th
Street exit. Exit is on he left side of the freeway. At the stop light, veer
right onto 5th Street. Follow 5th Street six blocks to Ellis Street. Turn left
on Ellis Street. The Hotel Nikko driveway is approximately 3/4 of the way down
the block on the right hand side at the corner of Mason Street.
From the North; Marin County:
- ----------------------------
Take Highway 101 South over the Golden Gate Bridge. Take the Lombard Street
exit. Continue along Lombard Street 14 blocks to Van Ness Avenue. Make a right
turn on Van Ness Avenue, continue along Van Ness Avenue 18 blocks to O'Farrell
Street. Make a left turn on O'Farrell Street, continue along O'Farrell Street
for 8 blocks until you get to Cyril Magnin. Make a right turn on Cyril Magnin
and continue one block down Cyril Magnin to Ellis Street, make a right hand turn
on Ellis Street. The Hotel Nikko driveway is approximately 3/4 of the way down
the block on the right hand side at the corner of Mason Street.
From BART:
- ---------
Get off at the Powell Street station, walk North up Powell Street for two
blocks. Make a left at O'Farrell Street. The Hotel Nikko is located at the
corner of O'Farrell and Mason on the left hand side.
19
<PAGE>
Detailed MAP of San Francisco
indicating the location for
the 1996 Shareholder Meeting
appears here.
[printed on recycled paper LOGO]
<PAGE>
PROXY INTEL CORPORATION PROXY
2200 Mission College Blvd., Santa Clara, California 95052-8119
Proxy Solicited by Board of Directors for Annual Meeting--May 22, 1996
GORDON E. MOORE, ANDREW S. GROVE 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 22, 1996, 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) and FOR Item 2. In their discretion, the
Proxies are authorized to vote upon such other business as may properly come
before the meeting.
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[ ] Mark here for address change and note below PLEASE MARK, SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY, USING
New Address: THE ENCLOSED ENVELOPE
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(Continued and to be signed on reverse side.)
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SEE REVERSE SIDE
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PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
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The Board of Directors recommends a VOTE FOR Items 1 and 2 below: If you wish to
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vote in accordance with the Board Of Directors' recommendations, just sign
below, you need not mark any ovals.
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I. Election of all nominees listed below to the Board of Directors, except as For Withhold
noted (write the names, if any, of the nominees for whom you withhold [ ] [ ]
authority to vote). Nominees: C. Barrett, W. Chen, A. Grove, J. Guzy,
G. Moore, M. Palevsky, A. Rock, J. Shaw, L. Vadasz, D. Yoffe, C. Young.
[ ] For all except:
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II. To ratify the appointment of the accounting firm of Ernst & Young LLP as For Against Abstain
independent auditors for the Company for the current year. [ ] [ ] [ ]
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Please sign exactly as name appears herein. Joint owners must
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Signature: Date:
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Signature: Date:
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