Notice of Exempt Solicitation. Definitive Material. (px14a6g)
Notice of Exempt
NAME OF REGISTRANT: Intel Corporation
NAME OF PERSONS RELYING ON EXEMPTION: Arjuna
ADDRESS OF PERSON RELYING ON EXEMPTION: 1 Elm St.
Manchester, MA 01944
WRITTEN MATERIALS: The attached written materials are
submitted pursuant to Rule 14a-6(g)(1) (the “Rule”) promulgated
under the Securities Exchange Act of 1934,* in connection with a
proxy proposal to be voted on at the Registrant’s 2020 Annual
Meeting. *Submission is not required
of this filer under the terms of the Rule but is made voluntarily
by the proponent in the interest of public disclosure and
consideration of these important issues.
April 6th, 2021
Dear Intel Corporation Shareholders,
We are writing to urge you to VOTE “FOR” PROPOSAL 5 on the
proxy card, which asks the Company to report on median pay gaps
across race and gender. The Proposal makes the following
Resolved: Shareholders request Intel report on median
pay gaps across race and gender, including associated policy,
reputational, competitive, and operational risks, and risks related
to recruiting and retaining diverse talent. The report should be
prepared at reasonable cost, omitting proprietary information,
litigation strategy and legal compliance information.
Racial/gender pay gaps are defined as the difference
between non-minority and minority/male and
female median earnings expressed as a percentage
of non-minority/male earnings (Wikipedia/OECD,
We believe shareholders should vote “FOR” the Proposal for
the following reasons:
||Pay gaps are literally
defined as the median pay of minorities and women compared to
the median pay of non-minorities and men. Median pay is considered
the valid way of measuring gender pay inequity by the United States
Census Bureau, Department of Labor, OECD, and International Labor
Organization. That is the data investors seek. While diversity
data and statistically-adjusted pay audits represent progress, that
data is not a stand in for pay gap disclosures. The definition is
||Best practice pay equity
reporting consists of two parts:
gaps, median gaps assess how jobs are distributed by race and
gender, and which groups hold the high-paying jobs - the data
requested in this proposal.
||The median pay of minorities/women working full time versus
non-minorities/ men working full time. This is
literally the definition of the pay gap.
||Black workers in the U.S. earn 75.6 cents on the dollar versus
||Women in the U.S. earn 82 cents on the dollar versus men on
||United Kingdom companies are mandated to report median
||adjusted gaps, a
statistical assessment of pay between minorities/non-minorities,
women/men, performing similar roles - data we previously pressed
Intel to report.
||What minorities and women are paid
versus their direct peers, statistically adjusted for
factors such as job, seniority, and geography.
||Glassdoor reports there is a 4.9%
adjusted gender pay gap in the United States.1
||United States companies prefer to
report on this basis as the gaps are smaller and easier to
||Median pay gap disclosures can improve performance
and provide a baseline to investors for measuring progress moving
||A 2019 study cited in the Harvard Business
Review found that wage transparency, in countries that mandate
it, narrowed the median wage gap. Refinitive reports
companies reporting no gender pay gaps outperformed companies
reporting negative pay gaps from 2016-2021, with a 58.16% spread
for their FTSE All-World portfolio and a 135.92% spread for their
FTSE North American portfolio.
||Citigroup was the first US company to publish its global gender
and US minority pay gap in January 2019. It has since shrunk those
gaps 3 and 1 points respectively. Large company peers like Adobe,
Mastercard, Starbucks, Bank of New York Mellon, Wyndham Hotels and
Resorts, and Pfizer have since adopted the same best practice
disclosures for not just UK, but U.S. and global operations.
||There are many ways to shrink racial/gender pay gaps at a
company – improving diversity, conducting statistically-adjusted
pay audits, and advancing women/minorities into higher-paying roles
and positions of leadership – but the only benchmark to measure
whether the pay gap is actually shrinking from these various levers
is to publish the pay gap itself.
Board Opposition Statement
||Representation data and statistically-adjusted pay numbers
are not a substitute for median pay gap reporting.
The Board contends the disclosure is unnecessary, arguing
statistically-adjusted pay numbers and representation data are
adequate. At present, Intel does not provide a digestible metric
for investors to compare median pay gap data year-over-year or
compare Intel’s performance to its peers’ reporting.
||Reporting raw median pay gap numbers is not
The Board argues reporting raw median pay data is “complicated,”
yet Intel measures and reports much more complicated
statistically-adjusted numbers. Not only is median pay gap data
uncomplicated, but it is also a widely used metric that the company
already complies with in the U.K. Raw data, like a median number,
is far less complicated than the statistical analysis currently
being conducted for multi-factor adjusted pay disclosures.
The Proposal’s supporting statement also affords a great deal of
flexibility for the geographies on which the company is being asked
to report, asking for:
||percentage median gender pay gap, globally and/or by country,
||percentage median racial/minority/ethnicity pay gap, US and/or
by country, where appropriate
||The companies that report median data are large
publicly-traded peers and are not “earlier in their journey” as
Intel’s Board contends.
Intel’s refusal to publish unadjusted pay gap data is not
reflective of the “maturity of their internal process,” but a lack
of transparency and accountability to investors. As stated above,
major U.S. and international companies already utilize median pay
gap data as best practice and a key data point. In the U.S.,
peers reporting this data include Adobe, Mastercard, Citibank,
Bank of New York Mellon, Wyndham Resorts and Hotels, and
Pfizer, not to mention U.K. peers who publish this data widely.
The question is – why aren’t U.S. investors given the transparent
pay gap disclosures United Kingdom investors are afforded, when the
act of disclosure has been shown to improve performance?
For all the reasons provided above, we strongly urge you to support
the Proposal. Pay transparency has been shown to lead to narrower
pay gaps and improved diversity of companies that disclose them,
which we believe is in the long-term best interest of
Please contact Natasha Lamb at email@example.com for
This is not a solicitation of authority to vote your proxy.
Please DO NOT send us your proxy card. Arjuna Capital is not able
to vote your proxies, nor does this communication contemplate such
an event. The proponent urges shareholders to vote for Proxy Item 7
following the instruction provided on the management’s proxy
The views expressed are those of the authors and Arjuna Capital
as of the date referenced and are subject to change at any time
based on market or other conditions. These views are not intended
to be a forecast of future events or a guarantee of future results.
These views may not be relied upon as investment advice. The
information provided in this material should not be considered a
recommendation to buy or sell any of the securities mentioned. It
should not be assumed that investments in such securities have been
or will be profitable. This piece is for informational purposes and
should not be construed as a research report.