ADVANCED MICRO DEVICES INC Files Definitive Proxy Statement

Ticker: AMD · Form: DEF 14A · Filed: Mar 25, 2024 · CIK: 2488

Advanced Micro Devices Inc DEF 14A Filing Summary
FieldDetail
CompanyAdvanced Micro Devices Inc (AMD)
Form TypeDEF 14A
Filed DateMar 25, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$25,000
Sentimentneutral

Sentiment: neutral

Topics: AMD, DEF 14A, Proxy Statement, Shareholder Meeting, Corporate Governance

TL;DR

<b>ADVANCED MICRO DEVICES INC has filed its Definitive Proxy Statement on March 25, 2024, for the reporting period of May 8, 2024.</b>

AI Summary

ADVANCED MICRO DEVICES INC (AMD) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. This filing is a Definitive Proxy Statement (DEF 14A) for ADVANCED MICRO DEVICES INC. The filing was submitted on March 25, 2024. The reporting period for this filing is May 8, 2024. The company's fiscal year ends on December 28. ADVANCED MICRO DEVICES INC is incorporated in Delaware.

Why It Matters

For investors and stakeholders tracking ADVANCED MICRO DEVICES INC, this filing contains several important signals. This DEF 14A filing provides shareholders with important information regarding upcoming company decisions and executive compensation, crucial for informed voting. As a DEF 14A, this document details matters to be presented at the annual shareholder meeting, including director elections and executive compensation plans, impacting corporate governance.

Risk Assessment

Risk Level: low — ADVANCED MICRO DEVICES INC shows low risk based on this filing. The filing is a standard DEF 14A, indicating routine corporate governance and shareholder communication, with no immediate red flags.

Analyst Insight

Review the proxy statement for details on executive compensation, director nominations, and any shareholder proposals to make informed voting decisions.

Key Numbers

  • 2024-03-25 — Filing Date (Date the DEF 14A was filed.)
  • 2024-05-08 — Reporting Period End Date (The period this proxy statement pertains to.)
  • 1228 — Fiscal Year End (The end date of the company's fiscal year.)
  • 001-07882 — SEC File Number (The SEC file number for ADVANCED MICRO DEVICES INC.)

Key Players & Entities

  • ADVANCED MICRO DEVICES INC (company) — Registrant name
  • 2024-03-25 (date) — Filing date
  • 2024-05-08 (date) — Reporting period
  • 2024-03-25 (date) — As of date
  • DE (jurisdiction) — State of incorporation
  • 2485 AUGUSTINE DRIVE (address) — Business address
  • SANTA CLARA (location) — Business address city
  • CA (location) — Business address state

FAQ

When did ADVANCED MICRO DEVICES INC file this DEF 14A?

ADVANCED MICRO DEVICES INC filed this Proxy Statement (DEF 14A) with the SEC on March 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ADVANCED MICRO DEVICES INC (AMD).

Where can I read the original DEF 14A filing from ADVANCED MICRO DEVICES INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ADVANCED MICRO DEVICES INC.

What are the key takeaways from ADVANCED MICRO DEVICES INC's DEF 14A?

ADVANCED MICRO DEVICES INC filed this DEF 14A on March 25, 2024. Key takeaways: This filing is a Definitive Proxy Statement (DEF 14A) for ADVANCED MICRO DEVICES INC.. The filing was submitted on March 25, 2024.. The reporting period for this filing is May 8, 2024..

Is ADVANCED MICRO DEVICES INC a risky investment based on this filing?

Based on this DEF 14A, ADVANCED MICRO DEVICES INC presents a relatively low-risk profile. The filing is a standard DEF 14A, indicating routine corporate governance and shareholder communication, with no immediate red flags.

What should investors do after reading ADVANCED MICRO DEVICES INC's DEF 14A?

Review the proxy statement for details on executive compensation, director nominations, and any shareholder proposals to make informed voting decisions. The overall sentiment from this filing is neutral.

How does ADVANCED MICRO DEVICES INC compare to its industry peers?

ADVANCED MICRO DEVICES INC operates in the semiconductors industry, a critical sector for computing and technology.

Are there regulatory concerns for ADVANCED MICRO DEVICES INC?

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

Industry Context

ADVANCED MICRO DEVICES INC operates in the semiconductors industry, a critical sector for computing and technology.

Regulatory Implications

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

  1. Review the executive compensation details for key executives.
  2. Examine the nominees for the Board of Directors.
  3. Understand any shareholder proposals and the company's recommendation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual proxy statement and does not represent a change from previous filings of this type.

Filing Stats: 4,780 words · 19 min read · ~16 pages · Grade level 11.7 · Accepted 2024-03-25 16:20:22

Key Financial Figures

  • $25,000 — es, which we expect to be approximately $25,000. ADVANCED MICRO DEVICES, INC. | 2024

Filing Documents

—ELECTION OF DIRECTORS

ITEM 1—ELECTION OF DIRECTORS 8 Director Experience, Skills and Qualifications 8 Director Nominees 8 Board Diversity Matrix 18 Former Directorships in Public Companies in the Last Five Years 18 Consideration of Stockholder Nominees for Director 19 Communications with the Board or Non-Management Directors 19 Required Vote 20 Recommendation of the Board of Directors 20 CORPORATE GOVERNANCE 21 Independence of Directors 21 Compensation Committee Interlocks and Insider Participation 21 Board Leadership Structure 21 Risk Oversight 22 Code of Ethics 24 MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS 25 Communications from Stockholders to Directors 27 INVESTOR ENGAGEMENT 28 ENVIRONMENTAL, SOCIAL AND GOVERNANCE 28 DIRECTORS' COMPENSATION AND BENEFITS 32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 36 INFORMATION ABOUT OUR EXECUTIVE OFFICERS 38 COMPENSATION DISCUSSION AND ANALYSIS 44 Executive Summary 44 Response to 2023 "Say On Pay" Vote and Stockholder Engagement Process 48

Executive Compensation Policies and Practices

Executive Compensation Policies and Practices 50 Compensation Philosophy and Objectives 51 Fiscal 2023 Compensation Elements 56 Change of Control Agreements and Arrangements 63 Severance and Separation Arrangements 64 Other Compensation Polices 65 COMPENSATION AND LEADERSHIP RESOURCES COMMITTEE REPORT 67 RISK ANALYSIS OF OUR COMPENSATION POLICIES AND PRACTICES 68

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 69 2023 SUMMARY COMPENSATION TABLE 69 OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END 71 Table of Contents 2024 NOTICE OF MEETING AND PROXY STATEMENT Table of Contents (continued) Page GRANTS OF PLAN-BASED AWARDS IN 2023 73 OPTION EXERCISES AND STOCK VESTED IN 2023 75 2023 NONQUALIFIED DEFERRED COMPENSATION 76 SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS 77 CHIEF EXECUTIVE OFFICER PAY RATIO 85 PAY VERSUS PERFORMANCE TABLE 86 EQUITY COMPENSATION PLAN INFORMATION 89 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 90 AUDIT AND FINANCE COMMITTEE REPORT 91

—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 92 Required Vote 92 Recommendation of the Board of Directors 92 Independent Registered Public Accounting Firm's Fees 93 Pre-Approval Policies and Procedures 93

—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY")

ITEM 3—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY") 94 Required Vote 95 Recommendation of the Board of Directors 95

—STOCKHOLDER PROPOSAL REQUESTING A STOCKHOLDER RIGHT TO CALL A SPECIAL MEETING

ITEM 4—STOCKHOLDER PROPOSAL REQUESTING A STOCKHOLDER RIGHT TO CALL A SPECIAL MEETING 96 Required Vote 96 INCORPORATION BY REFERENCE 99 AVAILABLE INFORMATION 99 Table of Contents 2024 NOTICE OF MEETING AND PROXY STATEMENT ADVANCED MICRO DEVICES, INC. PROXY STATEMENT 2024 ANNUAL MEETING OF STOCKHOLDERS QUESTIONS AND ANSWERS In this proxy statement, the words "AMD," the "Company," "we," "ours," "us" and similar terms refer to Advanced Micro Devices, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. Information presented in this Proxy Statement is based on our 2023 fiscal calendar, which ended December 30, 2023. 1. Q: WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS? A: In accordance with rules adopted by the SEC, commonly referred to as "Notice and Access," we may furnish proxy materials by providing access to the documents on the Internet, instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice was mailed on or about March 25, 2024 to stockholders of record on March 13, 2024 (the "Record Date") who have not previously requested to receive printed or emailed materials on an ongoing basis. The Notice instructs you as to how you may access our proxy materials on the Internet and how to vote on the Internet. You may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by following the instructions in the Notice. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the environmental impact of our annual meetings. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting s

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