Current Report Filing (8-k)
September 15 2014 - 5:13PM
Edgar (US Regulatory)
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
September 15, 2014
Date of Report (Date of earliest event reported)
ADVANCED
MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-07882 |
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94-1692300 |
(State of
Incorporation) |
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(Commission
File Number) |
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(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
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective September 15, 2014, the Board of Directors (the Board) of Advanced Micro Devices, Inc. (the Company)
increased the size of the Board to twelve directors and appointed Mr. Joseph A. Householder as an independent director to the Board. In addition, Mr. Householder was appointed to the Nominating and Corporate Governance Committee and
the Audit and Finance Committee of the Board.
Mr. Householder is entitled to annual cash retainer fees of $75,000 for his services
as a director, $10,000 for his services on the Nominating and Corporate Governance Committee and $20,000 for his services on the Audit and Finance Committee. These retainer fees will be pro-rated for the 2014 calendar year based on the date of his
appointment to the Board and the Board committees.
In addition, pursuant to the Advanced Micro Devices, Inc. Outside Director Equity
Compensation Policy (the Policy), on September 15, 2014, Mr. Householder was granted a restricted stock unit award for 44,589 shares of Company common stock, which is equal to the quotient of (i) $185,000 divided by
(ii) the average closing price of the Companys common stock for the 30-day period immediately preceding and ending as of Mr. Householders appointment to the Board (rounded down to the nearest whole number). Pursuant to and
subject to the terms of the Policy, the grant becomes fully vested on the one-year anniversary of the grant date.
A copy of the press
release announcing these items is attached as Exhibit 99.1 hereto.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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Press release dated September 15, 2014. |
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.
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Date: September 15, 2014 |
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ADVANCED MICRO DEVICES, INC. |
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By: |
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/s/ Harry A. Wolin |
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Name: |
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Harry A. Wolin |
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Title: |
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Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release dated September 15, 2014. |
Exhibit 99.1
NEWS RELEASE
Media Contact
Drew Prairie
512-602-4425
drew.prairie@amd.com
Investor Contact
Ruth Cotter
408-749-3887
ruth.cotter@amd.com
AMD Appoints Joseph A. Householder to Board of Directors
SUNNYVALE, Calif. SEPT. 15, 2014 AMD (NYSE: AMD) today announced the appointment of Joseph A. Householder, 59, to its
board of directors along with positions on the boards Audit and Finance, and Nominating and Corporate Governance committees. Householder currently serves as executive vice president and chief financial officer of Sempra Energy.
Householder possesses significant financial and operations expertise from his 13 years at Sempra Energy, in addition to former leadership
roles at PricewaterhouseCoopers and Unocal Corporation. He currently serves on the board of directors of multiple wholly- or majority-owned subsidiaries of Sempra Energy, including the Southern California Gas Company, San Diego Gas &
Electric and Infraestructura Energetica Nova (IEnova), along with holding a position on the board of directors of the not-for-profit San Diego Regional Economic Development Corporation. Additionally, he is a member of the Tax Executives Institute,
the American Institute of Certified Public Accountants, the State Bar of California and the American Bar Association.
Joes
deep financial knowledge and breadth of management experiences provide vital insights that will further strengthen AMDs Board, said Bruce Claflin, AMDs chairman of the board.
Householder holds a Bachelor of Science degree in Business Administration from the University of Southern California, a Juris Doctor degree
from Loyola Law
2
School and completed the Executive Program at UCLA Anderson School of Management.
About AMD
AMD (NYSE: AMD) designs and integrates technology that powers millions of intelligent devices, including personal computers, tablets,
game consoles and cloud servers that define the new era of surround computing. AMD solutions enable people everywhere to realize the full potential of their favorite devices and applications to push the boundaries of what is possible. For more
information, visit www.amd.com.
AMD, the AMD Arrow logo and combinations thereof are trademarks of Advanced Micro Devices, Inc. Other names are
for informational purposes only and may be trademarks of their respective owners.
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