Current Report Filing (8-k)
April 28 2017 - 4:42PM
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
April 26, 2017
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
Sunnyvale, California 94085
(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:
☐
|
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))
|
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 ☐
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 April 26, 2017, Advanced
Micro Devices, Inc. (the Company) held its 2017 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, the Companys stockholders voted on the following six proposals, each of which is described in
detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission on March 8, 2017 (the Proxy):
Proposal No.
1: Election of Directors.
The following individuals were elected to the Companys Board of
Directors (the Board):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-votes
|
|
John E. Caldwell
|
|
|
507,309,645
|
|
|
|
1,600,532
|
|
|
|
1,463,873
|
|
|
|
256,893,663
|
|
Nora M. Denzel
|
|
|
490,621,520
|
|
|
|
18,351,884
|
|
|
|
1,400,646
|
|
|
|
256,893,663
|
|
Nicholas M. Donofrio
|
|
|
491,339,710
|
|
|
|
17,577,126
|
|
|
|
1,457,214
|
|
|
|
256,893,663
|
|
Joseph A. Householder
|
|
|
507,792,151
|
|
|
|
1,038,928
|
|
|
|
1,542,971
|
|
|
|
256,893,663
|
|
Michael J. Inglis
|
|
|
507,241,677
|
|
|
|
1,619,262
|
|
|
|
1,513,111
|
|
|
|
256,893,663
|
|
John W. Marren
|
|
|
507,642,026
|
|
|
|
1,240,219
|
|
|
|
1,491,805
|
|
|
|
256,893,663
|
|
Lisa T. Su
|
|
|
508,864,170
|
|
|
|
752,720
|
|
|
|
757,160
|
|
|
|
256,893,663
|
|
Ahmed Yahia
|
|
|
504,813,014
|
|
|
|
3,994,783
|
|
|
|
1,566,253
|
|
|
|
256,893,663
|
|
Proposal No.
2: Ratification of the Appointment of the Independent Registered Public
Accounting Firm.
The Companys stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 30, 2017.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-votes
|
758,250,913
|
|
4,543,848
|
|
4,472,952
|
|
|
Proposal No.
3: Approval of the Amendment and Restatement of the Advanced Micro Devices,
Inc. 2004 Equity Incentive Plan
. The Companys 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
|
467,279,271
|
|
41,079,957
|
|
2,014,822
|
|
256,893,663
|
Proposal No.
4: Approval of the Advanced Micro Devices, Inc. 2017 Employee Stock
Purchase Plan
. The Companys stockholders approved the Advanced Micro Devices, Inc. 2017 Employee Stock Purchase Plan as disclosed in the Proxy.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-votes
|
500,075,539
|
|
9,180,836
|
|
1,117,675
|
|
256,893,663
|
Proposal No.
5: Approval on a
Non-Binding,
Advisory Basis of the Compensation of the Companys Named Executive Officers
(Say-on-Pay).
The
Companys stockholders approved, on a
non-binding
basis, the compensation of the Companys named executive officers as disclosed in the Proxy.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-votes
|
474,476,023
|
|
33,627,730
|
|
2,270,297
|
|
256,893,663
|
Proposal No.
6: Approval on a
Non-Binding,
Advisory Basis Whether the
Say-on-Pay
Vote Should Occur Every Year, Every Two Years or Every Three Years.
The Companys stockholders recommended, on a
non-binding
basis, that the stockholder advisory vote on compensation paid to the Companys named executive officers should continue to occur every year.
|
|
|
|
|
|
|
|
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
|
Broker Non-votes
|
454,289,164
|
|
5,655,121
|
|
48,732,843
|
|
1,696,922
|
|
256,893,663
|
Based on these results, the Board has decided that the Company will continue to hold a
non-binding
advisory vote on the compensation of the Companys named executive officers every year. The Company is required to hold a stockholder advisory vote on frequency at least once every six years.
SIGNATURE
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: April 28, 2017
|
|
|
|
ADVANCED MICRO DEVICES, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Harry A. Wolin
|
|
|
|
|
Name:
|
|
Harry A. Wolin
|
|
|
|
|
Title:
|
|
Senior Vice President and General Counsel
|
Advanced Micro Devices (NASDAQ:AMD)
Historical Stock Chart
From Mar 2024 to Apr 2024
Advanced Micro Devices (NASDAQ:AMD)
Historical Stock Chart
From Apr 2023 to Apr 2024