Edgar Filing: ADVANCED MICRO DEVICES INC

Date: May 4, 2015

ADVANCED MICRO DEVICES, INC.

/s/ Harry A. Wolin

Harry A. Wolin

Senior Vice President, General

Counsel and Secretary

8-K

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

April 29, 2015

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)

One AMD Place

P.O. Box 3453

Sunnyvale, California 94088-3453

(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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 29, 2015, Advanced Micro Devices, Inc. (the “Company”) held its 2015 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 statements filed with the Securities and Exchange Commission on March 12, 2015 (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
Bruce L. Claflin		325,415,483		7,658,429		1,153,691		266,961,975
John E. Caldwell		314,269,226		18,808,591		1,149,786		266,961,975
Henry WK Chow		326,079,220		7,035,186		1,113,197		266,961,975
Nora M. Denzel		320,183,809		12,979,506		1,064,288		266,961,975
Nicholas M. Donofrio		314,474,883		18,585,011		1,167,709		266,961,975
Martin L. Edelman		301,216,057		31,807,899		1,203,647		266,961,975
John R. Harding		311,653,413		21,391,390		1,182,800		266,961,975
Joseph A. Householder		326,038,344		7,046,457		1,142,802		266,961,975
Michael J. Inglis		326,136,930		6,920,989		1,169,684		266,961,975
Dr. Lisa T. Su		326,088,860		7,161,968		976,775		266,961,975
Ahmed Yahia		312,058,126		20,987,012		1,182,465		266,961,975

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 26, 2015.


For	Against	Abstain	Broker Non-votes
586,925,209	7,946,895	6,317,474	—

Proposal No. 3: Approval of the amendment and restatement of the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan. The Company’s stockholders approved the amendment and restatement of the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan as disclosed in the Proxy.


For	Against	Abstain	Broker Non-votes
311,098,428	21,808,764	1,320,411	266,961,975

Proposal No. 4: Approval on a non-binding, advisory basis of the compensation of the Named Executive Officers (“Say-on-Pay”). The Company’s stockholders approved, on a non-binding basis, the compensation of the Named Executive Officers as disclosed in the Proxy.


For	Against	Abstain	Broker Non-votes
236,397,109	96,340,429	1,490,065	266,961,975

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.