Form 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

May 3, 2011

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 May 3, 2011, Advanced Micro Devices, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted on the following five proposals, each of which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 10, 2011 (the “Proxy”):

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

 

Nominee

  

For

  

Against

  

Abstain

  

Broker Non-

votes

Bruce L. Chaflin

   392,547,926    4,880,403    1,877,277    130,610,579

W. Michael Barnes

   392,593,559    4,812,675    1,899,372    130,610,579

John E. Caldwell

   392,663,125    4,703,146    1,939,335    130,610,579

Henry WK Chow

   382,035,586    15,404,150    1,865,870    130,610,579

Craig A. Conway

   383,930,960    13,351,645    2,023,001    130,610,579

Nicholas M. Donofrio

   373,457,431    23,943,318    1,904,857    130,610,579

H. Paulett Eberhart

   329,444,086    67,959,071    1,902,449    130,610,579

Waleed Al Muhairi

   391,795,100    5,173,460    2,337,046    130,610,579

Robert B. Palmer

   389,917,776    7,578,365    1,809,465    130,610,579

Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

519,274,268

  7,456,776   3,185,141   0

 

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Proposal No. 3: Approval of the 2011 Executive Incentive Plan. The Company’s 2011 Equity Incentive Plan was approved.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

384,117,169

  12,618,842   2,569,595   130,610,579

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

374,275,960

  20,291,111   4,738,535   130,610,579

Proposal No. 5: Approval on a Non-Binding, Advisory Basis Whether Say-on-Pay Should Occur Every Year, Every Two Years or Every Three Years. The stockholders recommended, on a non-binding advisory basis, that a stockholder advisory vote on the compensation paid to the Company’s named executive officers should occur every year.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

333,339,604

  3,456,512   41,512,469   20,997,021   130,610,579

Based on these results, the Company has decided to hold a stockholder advisory vote on the compensation of the Company’s named executive officers every year, until the next stockholder advisory vote on the frequency of the stockholder advisory vote on the compensation of named executive officers. A stockholder advisory vote on the frequency of stockholder advisory votes on the compensation paid to the Company’s named executive officers is required to be held at least once every six years.

 

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 9, 2011     ADVANCED MICRO DEVICES, INC.
    By:  

/s/ Faina Medzonsky

    Name:   Faina Medzonsky
    Title:   Assistant Secretary

 

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