I attended today’s Intel Corporation annual stockholders meeting. Intel was an early adopter of the virtual-only annual meeting and has been doing it for years now, so these guys have it down. If you want to see a good example of a company that has worked out the kinks and does it right, watch the replay of this year’s Intel meeting and some of the ones from the recent past, because those included video.
Audio-Only for This Year
Intel’s annual meetings in the recent past have been done by video. I watched one a few years ago and thought it was pretty good. However, this year the Independent Chairman told the audience at the outset that they had to switch to audio-only this time around because of the Covid-19 quarantine. No mention of whether they’ll go back to video next year, but I’m guessing they will.
They probably could have done today’s meeting with the speakers appearing by video, like so many of the regular virtual meetings, webcasts, classes, and happy hours we’ve been on over the past two months. I’d be interested to know if Intel considered doing that and if some companies try it (LMK!).
Entering and Voting
I had no problem getting into the meeting as a beneficial holder with my control number (the same one printed on the notice and VIF). No need for a legal proxy.
The landing page was pretty standard with a “Vote Here!” button; links to the proxy materials, agenda, and meeting rules; and a box to type in and submit questions. I was able to vote (and go back and change my vote) very easily.
The Proceedings
The meeting kicked off promptly at 8:30 a.m. PDT. The Chairman announced that all director nominees had joined the meeting “by telephone,” except for two who could not make it (didn’t say why).
The flow of the meeting was what you would typically see. The formal items of business, including two shareholder proposals, took 15 minutes. The shareholder proponents, John Chevedden and Arjuna Capital, joined by phone and could be heard clearly. Each was given five minutes to present, but neither of them used the full five. The CEO then gave a 15-minute business presentation.
Q&A
The Q&A session took place at the end of the meeting and lasted 30 minutes. The company solicited questions in advance and also took them via the question box during the meeting. The head of investor relations read all of the questions, both the ones submitted in advance and the ones submitted during the meeting, and the Chairman and the CEO took turns answering them based on the topics, which included Covid-19, CEO compensation, gender pay equity, and board diversity.
The company asked that each person limit themselves to one question. That’s pretty standard practice at in-person annual meetings where the company gets a lot of questions each year. I don’t know if they actually enforced this, or even needed to.
The head of IR did a nice job facilitating the Q&A. He said that he did amalgamate some of the questions that were similar, so those leery of virtual-only meetings may suspect that management “filtered” out the questions they didn’t want to answer, but given one of the questions fielded by the Chairman was about the magnitude of the CEO’s total compensation, I don’t think they were dodging any questions.
The company said that they will post answers to all of the questions they received, both the ones submitted in advance and the ones submitted during the meeting, on the company’s website. I think this goes beyond what most companies do. [Link to Q&A added 5/20/2020]
Interestingly, they kept the polls open until the end of the Q&A, which is not common practice. Most companies adjourn the formal meeting before the business presentation and Q&A, so only the legal portion (i.e., presentation and discussion of the formal items of business to be voted on) is recorded in the minutes. Some observers don’t like this because shareholders may decide to change their votes based on what they hear during the Q&A session, but the fact is it’s rare that you’ll see the polls remain open until the end of the Q&A. So, Intel goes beyond what most companies do on this, too.
Preliminary Voting Results
Detailed preliminary voting results were announced at the end of the Q&A:
Director Nominees: All received at least 95% support.
Ratification of Auditor Appointment: 95% support.
Say on Pay: 50% support (the corporate secretary characterized this as “too close to call” in terms of whether SOP passed or failed, given this vote count was preliminary).
Amendment of the Employee Stock Purchase Plan: 98% support.
Shareholder Proposals:
Allow Stockholders to Act by Written Consent: 41% support.
Report on Global Median Gender/Racial Pay Gap: 9% support.
[Link to Final Report of the Inspector of Election added 5/20/2020]
Instructions on Attending the Meeting
Intel has long been recognized as a leader in SEC disclosures and deservedly so. Their disclosure lawyers are incredibly thorough. Intel’s annual meeting materials were always in my short stack of go-to models when I was drafting my own. So, it came as no surprise to me to see that the instructions in their Proxy Statement on attending the annual meeting are exemplary. They provide the basic instructions on how to vote and attend in the official notice up front and a more detailed version at the end under the heading “ADDITIONAL MEETING INFORMATION.” Here is some it, so you can see for yourself how good it is:
ONLINE MEETING
We are pleased this year to again conduct the 2020 Annual Stockholders’ Meeting solely online via the Internet through a live webcast and online stockholder tools. We continue to use the virtual annual meeting format to facilitate stockholder attendance and participation by leveraging technology to communicate more effectively and efficiently with our stockholders. This format empowers stockholders to participate fully from any location around the world, at no cost. We have designed the virtual format to enhance stockholder access and participation and protect stockholder rights. For example:
We Encourage Questions. Our stockholders have multiple opportunities to submit questions for the meeting. Stockholders may submit a question online in advance or live during the meeting, following the instructions below. During the meeting, we will answer as many stockholder-submitted questions as time permits. As we did last year, we have committed to publishing and answering each question received following the meeting.
We Believe in Transparency. Although the live webcast is available only to stockholders at the time of the meeting, following completion of the 2020 Annual Stockholders’ Meeting, a webcast replay, final report of the inspector of election, and answers to all questions asked by investors in connection with the annual meeting will be posted to our Investor Relations website at www.intc.com and remain for at least one year.
We Proactively Take Steps to Facilitate Your Participation. During the annual meeting, proponents of the stockholder proposals included in this proxy statement will have a dedicated call-in line to facilitate their ability to present their proposals. In addition, we offer live technical support for all stockholders attending the meeting.
MEETING ADMISSION
You are entitled to attend and participate in the virtual 2020 Annual Stockholders’ Meeting only if you were an Intel stockholder as of the close of business on March 16, 2020 or if you hold a valid proxy for the annual meeting. If you are not an Intel stockholder, you may still view the meeting online at www.virtualshareholdermeeting.com/Intel20.
Attending Online. If you plan to attend the annual meeting online, please be aware of what you will need to gain admission, as described below. If you do not comply with the procedures described here for attending the annual meeting online, you will not be able to participate in the annual meeting but may view the annual meeting webcast. Stockholders may participate in the annual meeting by visiting www.virtualshareholdermeeting.com/Intel20; interested persons who were not stockholders as of the close of business on March 16, 2020 may view, but not participate, in the annual meeting via www.virtualshareholdermeeting.com/Intel20.
To attend online and participate in the annual meeting, stockholders of record will need to use their control number on their Notice of Internet Availability or proxy card to log into www.virtualshareholdermeeting.com/Intel20; beneficial stockholders who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the stockholder communications mailbox to link through to the annual meeting; instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.
Stockholders of record—those holding shares directly with Computershare Trust Company, N.A.—will be on a list maintained by the inspector of elections.
“Beneficial” or “street name” stockholders—those holding shares through a broker, bank, or other nominee.
We encourage you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin at 8:15 a.m. Pacific Time. If you have difficulties during the check-in time or during the annual meeting, we will have technicians ready to assist you with any difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or course of the annual meeting, please call (855) 449-0991.
Asking Questions. Stockholders have multiple opportunities to submit questions to Intel for the annual meeting. Stockholders who wish to submit a question in advance may do so at either www.proxyvote.com or on our annual meeting website, www.virtualshareholdermeeting.com/Intel20. Stockholders also may submit questions live during the meeting. Stockholders can also access copies of the proxy statement and annual report at our annual meeting website.
All in all, Intel’s virtual annual meeting and proxy disclosures are ones to be emulated.