Shareholders request that our board of directors take such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent.
This proposal topic won 41 % support at the 2020 Intel shareholder meeting. This 41 % support may have represented a near majority vote from the Intel shares that have access to independent proxy voting advice. Intel management even put their hand on the 2020 scale by publishing Madison Avenue graphics against the 2020 proposal that still won 41% support.
To guard against the Intel Board of Directors becoming complacent shareholders need the ability to act by written consent to help the Board adopt new strategies when the need arises.
This is particularly important now given the long-term decline in the Intel stock price. The Intel stock price has fallen from $63 in 2020 to $24 in late 2024.
This proposal topic is more important than ever because there has been a mad rush of Board exculpation proposals to limit the financial liability of directors when they violate their fiduciary duty. Such exculpation is a disincentive for good director performance. Since shareholders acting by written consent can be used to replace a director, adoption of this proposal could foster better performance by Intel directors.
A shareholder ability to quickly act by written consent would be a welcome incentive for Intel Directors to avoid long-term declines in the Intel stock price in the first place since the continued service of certain Intel Directors could be terminated by shareholders acting by written consent. This is a good incentive for the Intel Directors to have for the benefit of all shareholders.