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 15, 2019
Date of Report (Date of earliest event reported)
 
 
 
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:
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))
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 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
Emerging growth company
o
 
 
 
 
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 15, 2019, Advanced Micro Devices, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following four proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2019 (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
585,969,046
4,690,185
1,889,158
331,976,926
Nora M. Denzel
586,840,889
3,759,669
1,947,831
331,976,926
Mark Durcan
589,511,920
1,064,116

1,972,353
331,976,926
Joseph A. Householder
585,908,311
4,573,126
2,066,952
331,976,926
John W. Marren
589,476,828
1,123,373
1,948,188
331,976,926
Lisa T. Su
590,239,042
794,056
1,515,291
331,976,926
Abhi Y. Talwalkar
585,860,793
4,691,273
1,996,323
331,976,926
                
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 28, 2019.

For
Against
Abstain
Broker Non-votes
900,932,802
18,799,586
4,792,927
---
    
            
Proposal No. 3: Approval of the Amendment and Restatement to the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan. The Company’s stockholders approved the amendment and restatement to the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan.

For
Against
Abstain
Broker Non-votes
573,705,703
16,488,492
2,354,194
331,976,926
    
    
Proposal No. 4: 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
573,580,019
15,951,626
3,016,744
331,976,926






SIGNATURE

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: May 17, 2019
ADVANCED MICRO DEVICES, INC.
 
 
 
 
By:
/s/ Harry A. Wolin
 
Name:
Harry A. Wolin
 
Title:
Senior Vice President, General Counsel
 
 
and Corporate Secretary