Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.



  (e) Amendment and Restatement of the 2006 Equity Incentive Plan

The Board of Directors of Intel Corporation ("Intel") previously approved, subject to stockholder approval, an amendment and restatement of Intel's 2006 Equity Incentive Plan (the "EIP"). As described below under Item 5.07, Intel's stockholders approved the amended and restated EIP at the 2022 Annual Stockholders' Meeting held on May 12, 2022. The amended and restated EIP became effective upon stockholder approval and, among other changes, increased by 80 million the number of shares available under the EIP, permitted certain consultants to participate in the plan, and extended the term of the plan for an additional two years, as described under Proposal 4 of Intel's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 30, 2022, which description is incorporated herein by reference.

The foregoing description of the amended and restated EIP is qualified in its entirety by reference to the text of the amended and restated EIP, which is set forth in Appendix C to Intel's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 30, 2022.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Intel's Annual Stockholders' Meeting was held on May 12, 2022. At the meeting:



    1)   stockholders elected the 10 persons recommended by the Board to serve as
         directors of Intel;



    2)   stockholders ratified the selection of Ernst & Young LLP to serve as the
         independent registered public accounting firm of Intel for 2022;



    3)   stockholders did not approve, on an advisory basis, Intel's executive
         compensation of its listed officers;



    4)   stockholders approved the amendment and restatement of the 2006 Equity
         Incentive Plan;



    5)   stockholders did not approve the stockholder proposal requesting
         amendment to Intel's stockholder special meeting right; and



    6)   stockholders did not approve the stockholder proposal requesting a
         third-party audit and report on whether written policies or unwritten
         norms at Intel reinforce racism in its culture.

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.



  1) Election of Directors



      Nominee               For           Against       Abstain     Broker Non-Votes
Patrick P. Gelsinger   2,697,917,183      14,295,680    7,139,970     556,288,630
James J. Goetz         2,672,905,441      36,303,918   10,143,474     556,288,630
Andrea J. Goldsmith    2,692,265,316      16,748,795   10,338,722     556,288,630
Alyssa H. Henry        1,365,869,670   1,343,196,985   10,286,178     556,288,630
Omar Ishrak            1,893,420,213     814,535,837   11,396,783     556,288,630
Risa Lavizzo-Mourey    2,012,950,473     695,788,110   10,614,250     556,288,630
Tsu-Jae King Liu       2,681,174,350      27,760,203   10,418,280     556,288,630
Gregory D. Smith       2,673,841,764      35,138,297   10,372,772     556,288,630
Dion J. Weisler        1,936,887,555     771,396,704   11,068,574     556,288,630
Frank D. Yeary         2,589,552,038     119,020,238   10,780,557     556,288,630



  2) Ratification of Selection of Independent Registered Public Accounting Firm



     For          Against      Abstain     Broker Non-Votes
3,089,319,952   175,577,896   10,743,615          0



  3) Advisory Vote to Approve Executive Compensation of Intel's Listed Officers



    For          Against       Abstain     Broker Non-Votes
921,224,090   1,777,027,364   21,101,379     556,288,630



  4) Approval of the Amendment and Restatement of the 2006 Equity Incentive Plan



     For          Against      Abstain     Broker Non-Votes
1,975,846,039   724,717,724   18,789,070     556,288,630



    5)   Stockholder Proposal Requesting Amendment to Intel's Stockholder Special
         Meeting Right



    For          Against       Abstain     Broker Non-Votes
896,541,651   1,770,479,408   52,331,774     556,288,630



    6)   Stockholder Proposal Requesting a Third-Party Audit and Report on Whether
         Written Policies or Unwritten Norms at Intel Reinforce Racism in its
         Culture



    For          Against       Abstain     Broker Non-Votes
443,059,046   2,203,458,990   72,834,797     556,288,630

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