8-K

Date: May 20, 2022

ADVANCED MICRO DEVICES, INC.

/s/ Harry A. Wolin

Harry A. Wolin

Senior Vice President, General Counsel and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 18, 2022

Date of Report (Date of earliest event reported)

LOGO

ADVANCED MICRO DEVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-07882

94-1692300

(State of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

2485 Augustine Drive

Santa Clara, California 95054

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

AMD

The Nasdaq Global Select Market

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 ☐

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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 18, 2022, Advanced Micro Devices, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted in favor for all of the following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2022 (the “Proxy”):

Proposal No. 1: Election of Directors. The following individuals were elected to the Company’s Board of Directors:


	For	Against	Abstain	Broker Non-votes
John E. Caldwell	905,063,964	87,646,117	4,855,979	237,660,855
Nora M. Denzel	950,421,461	42,305,778	4,838,821	237,660,855
Mark Durcan	972,398,055	20,315,412	4,852,593	237,660,855
Michael P. Gregoire	975,470,910	17,213,199	4,881,951	237,660,855
Joseph A. Householder	972,093,855	20,586,394	4,885,811	237,660,855
John W. Marren	974,902,226	17,788,062	4,875,772	237,660,855
Jon A. Olson	990,317,829	4,712,079	2,536,152	237,660,855
Lisa T. Su	913,259,771	79,469,288	4,837,001	237,660,855
Abhi Y. Talwalkar	836,985,527	155,696,053	4,884,480	237,660,855
Elizabeth W. Vanderslice	990,460,645	4,579,717	2,525,698	237,660,855

Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.


For	Against	Abstain
1,175,740,927	57,369,329	2,116,659

Proposal No. 3: Approval on a Non-Binding, Advisory Basis of the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”). The Company’s stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy.


For	Against	Abstain	Broker Non-Votes
944,986,767	49,953,488	2,625,805	237,660,855