The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. This may be a particularly good time to consider the merits of this proposal. Intel stock was at $69 in 2020 and fell to $36 in late 2025 despite a robust stock market. Unfavorable news reports regarding Intel emerged in 2025. Intel reported a GAAP loss of $2.9 billion in Q2 2025, mainly due to $1.9 billion in restructuring costs and $800 million in asset impairment charges. The Intel Foundry segment, a key part of its turnaround strategy, continues to post significant operating losses, which widened in Q2 2025. In July 2025, Intel announced major workforce reductions, planning to cut its workforce by approximately 25?30% by the end of the year, a reduction of over 25,000 jobs. As part of its cost-cutting efforts, Intel canceled planned projects in Germany and Poland and slowed construction on its flagship Ohio chip factory. Intel considered limiting its advanced 18A manufacturing process to internal use only, which would undermine its ambition to grow its foundry business by attracting external customers. Intel delayed its first 18A server product, Clearwater Forest, until the first half of 2026. This has fueled market skepticism about the company's ability to smoothly ramp up its advanced manufacturing nodes. Analysts remain concerned about Intel's "competitive outlook" in the crucial AI market, citing a perceived lack of a clear product strategy for AI accelerators and uncompetitive server CPUs compared to rivals. In Q2 2025, Intel continued to lose market share to AMD in the server CPU market. The competitive landscape in AI intensified in October 2025, when AMD announced a multi-year, multi-billion-dollar partnership with OpenAI. Intel also continues to face intense rivalry from Nvidia, which has dominated the high-end AI market. In October 2025 Citi downgraded Intel stock to "Sell."