SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. 1)

 

Filed by the Registrant    þ

 

Filed by a Party other than the Registrant    ¨

 

Check the appropriate box:

 

¨        

   

Preliminary Proxy Statement

   

¨        

   

Confidential, for Use of the Commission Only

þ       

   

Definitive Proxy Statement

        

(as permitted by Rule 14a-6(e)(2))

¨        

   

Definitive Additional Materials

          

¨        

   

Soliciting Material Under Rule 14a-12

          

 

ADVANCED MICRO DEVICES, INC.

(Name of Registrant as Specified In Its Certificate)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

þ

   

No Fee Required.

¨

   

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    

(1)

   

Title of each class of securities to which transaction applies:

 

    

(2)

   

Aggregate number of securities to which transaction applies:

 

    

(3)


   

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11

(set forth the amount on which the filing fee is calculated and state how it was determined):

 

    

(4)

   

Proposed maximum aggregate value of transaction:

 

    

(5)

   

Total fee paid:

 

¨

   

Fee paid previously with preliminary materials.

¨

   

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by Registration Statement number, or the Form or Schedule and the date of its filing.

    

(1)

   

Amount previously paid:

 

    

(2)

   

Form, Schedule or Registration Statement No.:

 

    

(3)

   

Filing party:

 

    

(4)

   

Date filed:

 

The Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2003 is hereby amended in pertinent part as follows:

 

The New York Stock Exchange has determined that brokers have discretionary voting authority with respect to Item No. 4 in our definitive proxy statement dated March 25, 2003, and that therefore, notwithstanding disclosure to the contrary therein, brokers may vote with respect to such proposal without your instruction.