8-K/A: Current report
Published on June 3, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Advanced Micro Devices, Inc. (the "Company") on May 16, 2025 (the “Original Report”). This Amendment amends the Original Report to (i) correct the statement regarding approval of the proposal to amend and restate the Company's Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law and to make a non-substantive change (the “Officer Exculpation Amendment Proposal”) and (ii) disclose that the Company has filed with the Secretary of State of the State of Delaware a corrected Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s 2025 Annual Meeting of Stockholders held on May 14, 2025 (the “Annual Meeting”), the Company’s stockholders voted on, among other matters, the Officer Exculpation Amendment Proposal. The Original Report disclosed the correct vote tallies with respect to the Officer Exculpation Amendment Proposal. However, the Original Report disclosed that the Officer Exculpation Amendment Proposal was approved by stockholders when the Officer Exculpation Amendment Proposal was not approved.
On June 3, 2025, the Company filed with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation that removes the amendments related to the Officer Exculpation Amendment Proposal. The Amended and Restated Certificate of Incorporation solely reflects the increase in the number of authorized shares of common stock from 2.25 billion shares to 4.0 billion shares, which was approved by the Company’s stockholders at the Annual Meeting. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Other than the foregoing, no other changes have been made to the Original Report, and this Amendment should be read in conjunction with the Original Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| Date: June 3, 2025 | ADVANCED MICRO DEVICES, INC. |
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By: |
/s/ Ava Hahn |
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Name: |
Ava Hahn |
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Title: |
Senior Vice President, General Counsel and Corporate Secretary |
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