UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 30, 2017
Date of Report (Date of earliest event reported)
ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter) |
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Delaware | 001-07882 | 94-1692300 |
(State of Incorporation)
| (Commission File Number)
| (IRS Employer
Identification Number) |
One AMD Place Sunnyvale, California 94085 (Address of principal executive offices) (Zip Code) |
(408) 749-4000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On October 30, 2017, the Board of Directors (the “Board”) of Advanced Micro Devices, Inc. (the “Company”) voted to increase the size of the Board from nine directors to ten directors and appointed Mr. Mark Durcan as a director to the Board to fill the resulting vacancy. The Board has determined that Mr. Durcan qualifies as an independent director for purposes of the rules of the Nasdaq Stock Market as well as applicable rules adopted by the U.S. Securities and Exchange Commission (the “SEC”). In addition, Mr. Durcan was appointed to the Nominating and Corporate Governance and Innovation and Technology Committees of the Board.
Mr. Durcan will receive compensation based on the same policies as the Company’s other non-employee directors, which are described in the Company’s definitive proxy statement filed on March 8, 2017 (the “Proxy Statement”) with the SEC. On October 30, 2017, Mr. Durcan was granted 13,944 restricted stock units. The grant becomes fully vested and exercisable on the one-year anniversary of the grant date.
A copy of the press release announcing Mr. Durcan’s appointment to the Board of the Company is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 1, 2017 | ADVANCED MICRO DEVICES, INC. |
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By: | /s/ Harry A. Wolin |
Name: | Harry A. Wolin |
Title: | Senior Vice President, General Counsel and Corporate Secretary |
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