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 2006 Equity Incentive Plan

The Board of Directors (the "Board") of Intel Corporation (the "Company") previously approved, subject to stockholder approval, an amendment and restatement of the Company's 2006 Equity Incentive Plan (the "EIP"). As described below under Item 5.07, the Company's stockholders approved the amended and restated EIP at the 2023 Annual Stockholders' Meeting held on May 11, 2023 (the "Annual Meeting"). The amended and restated EIP became effective upon stockholder approval and, among other changes, extended the term of the plan for an additional one year and increased by 150 million the number of shares available under the EIP, as described under Proposal 4 of the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 31, 2023 (the "Proxy Statement"), 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 Proxy Statement.

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

At the Annual Meeting, a total of 3,237,246,055 shares of the Company's common stock were present or represented by proxy, representing 77.6% of the 4,171,072,249 shares outstanding as of the close of business on March 17, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting.

The following are the voting results on the seven proposals considered and voted upon at the Annual Meeting, all of which were described in the Proxy Statement.

Proposal 1. Election of Directors - All Directors Re-Elected



        Nominee                   For             Against         Abstain         Broker Non-Votes
Patrick P. Gelsinger         2,635,339,000       26,427,495      11,344,245         564,135,315
James J. Goetz               2,595,208,241       65,508,751      12,393,748         564,135,315
Andrea J. Goldsmith          2,624,462,892       36,952,466      11,695,382         564,135,315
Alyssa H. Henry              2,590,053,417       58,672,096      24,385,227         564,135,315
Omar Ishrak                  2,594,868,386       66,045,635      12,196,719         564,135,315
Risa Lavizzo-Mourey          2,568,740,617       92,241,275      12,128,848         564,135,315
Tsu-Jae King Liu             2,616,314,829       44,754,656      12,041,255         564,135,315
Barbara G. Novick            2,620,938,473       40,117,589      12,054,678         564,135,315
Gregory D. Smith             2,617,024,877       43,706,831      12,379,032         564,135,315
Lip-Bu Tan                   2,635,136,206       25,847,000      12,127,534         564,135,315
Dion J. Weisler              2,575,409,150       85,363,275      12,338,315         564,135,315
Frank D. Yeary               2,568,433,229       92,818,441      11,859,070         564,135,315

Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm - Approved



       For              Against         Abstain         Broker Non-Votes
  3,054,581,918       170,811,154      11,852,983              -

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Proposal 3. Advisory Vote to Approve Compensation of Named Executive Officers -
Approved

       For              Against         Abstain         Broker Non-Votes
  2,438,830,627       215,384,345      18,895,768         564,135,315




Proposal 4. Approval of Amendment and Restatement of the 2006 Equity Incentive
Plan - Approved

       For              Against         Abstain         Broker Non-Votes
  2,039,333,784       616,560,653      17,216,303         564,135,315

Proposal 5. Advisory Vote on the Frequency of Holding Future Advisory Votes on Compensation of Named Executive Officers - 1 Year Approved



     1 Year            2 Years        3 Years         Abstain         Broker Non-Votes
  2,598,055,247       8,327,910      54,345,912      12,381,671         564,135,315

Additional Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation

Based on the voting result at the Annual Meeting, the Board has determined to provide for a stockholder advisory vote on executive compensation on an annual basis.

Proposal 6. Stockholder Proposal Requesting an Executive Stock Retention Period Policy and Reporting - Not Approved



     For              Against          Abstain         Broker Non-Votes
 698,982,897       1,933,593,553      40,534,290         564,135,315

Proposal 7. Stockholder Proposal Requesting Commission and Publication of a Third Party Review of Intel's China Business ESG Congruence - Not Approved



     For              Against          Abstain         Broker Non-Votes
 115,115,642       2,516,980,767      41,014,331         564,135,315

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