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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
June 30, 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
(State of Incorporation)
(Commission File Number)
94-1692300
(IRS Employer
Identification Number)
One AMD Place
Sunnyvale, California 94085
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Director
On June 30, 2017, the Board of Directors (the “Board”) of Advanced Micro Devices, Inc. (the “Company”) voted to increase the
size of the Board from eight directors to nine directors and appointed Mr. Abhi Talwalkar as a director to the Board to fill the resulting
vacancy. The Board has determined that Mr. Talwalkar qualifies as an independent director for purposes of the rules of the Nasdaq
Stock Market as well as applicable rules adopted by the U.S. Securities and Exchange Commission (the “SEC” ) . In addition, Mr.
Talwalkar was appointed to the Compensation and Leadership Resources and the Nominating and Corporate Governance Committees
of the Board.
Mr. Talwalkar will receive compensation based on the same policies as the Company’s other non-employee directors, which are
described in the Company’s definitive proxy statement filed on March 8, 2017 (the “Proxy Statement”) with the SEC. On June 30,
2017, Mr. Talwalkar was granted 15,301 restricted stock units. The grant becomes fully vested and exercisable on the one-year
anniversary of the grant date.
A copy of the press release announcing Mr. Talwalkar’s appointment to the Board of the Company is attached as Exhibit 99.1
hereto.
Named Executive Officer Base Salary Increases
On June 30, 2017, the Compensation and Leadership Resources Committee of the Board approved the following annual base
salary increases for the following named executive officers (as set forth in the Company’s most recent Proxy Statement filed with the
SEC), effective July 1, 2017:
Name and Title
Devinder Kumar, Senior Vice President, Chief Financial Officer and
Treasurer
2016 Annual Salary
$530,000
2017 Annual Salary
$550,000
James R. Anderson, Senior Vice President and General Manager,
Computing and Graphics Business Group
$500,000
$530,000
Mark D. Papermaster, Chief Technology Officer and Senior Vice
President, Technology and Engineering
$550,000
$575,000
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
99.1
Description
Press release dated July 3, 2017.
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.
Date: July 3, 2017
ADVANCED MICRO DEVICES, INC.
/s/ Harry A. Wolin
Name: Harry A. Wolin
Title: Senior Vice President and
General Counsel
By:
NEWS RELEASE
Contact:
Sarah Youngbauer
AMD Communications
(512) 602-3028
[email protected]
Laura Graves
AMD Investor Relations
(408) 749-5467
[email protected]
AMD Appoints Abhi Y. Talwalkar to Board of Directors
SUNNYVALE, Calif. — July 3, 2017 — AMD (NASDAQ: AMD) today announced the appointment of Abhi Y. Talwalkar, 53, to
its board of directors.
With a 32-year career in technology, Talwalkar brings a deep knowledge of the semiconductor industry. Talwalkar was
president and chief executive officer of LSI Corporation from May 2005 until the completion of LSI’s merger with Avago
Technologies in May 2014. Prior to LSI Corporation, Talwalkar held a number of senior management roles at Intel Corporation over
the course of 12 years, including corporate vice president and co-general manager of the Digital Enterprise Group and vice
president and general manager of the Intel Enterprise Platform Group. Previously in his career, Talwalkar held various engineering
and marketing positions at Sequent Computer Systems, Bipolar Integrated Technology, Inc., and Lattice Semiconductor, Inc.
“Abhi’s extensive experience provides him with unique perspectives and insights that make him a great addition to the AMD
board of directors,” said John Caldwell, AMD chairman of the board.
Talwalkar holds a Bachelor of Science degree in electrical engineering from Oregon State University. He previously served as
a board member of the Semiconductor Industry Association and LSI Corporation, and he was a member of the U.S. delegation for
World Semiconductor Council proceedings. He currently serves on the boards of Lam Research Corporation, iRhythm
Technologies, Inc., and TE Connectivity.
About AMD
For more than 45 years AMD has driven innovation in high-performance computing, graphics, and visualization technologies the building blocks for gaming, immersive platforms, and the datacenter. Hundreds of millions of consumers, leading Fortune 500
businesses, and cutting-edge scientific research facilities around the world rely on AMD technology daily to improve how they live,
work, and play. AMD employees around the world are focused on building great products that push the boundaries of what is
possible. For more information about how AMD is enabling today and inspiring tomorrow, visit the AMD (NASDAQ: AMD) website,
blog, Facebook and Twitter pages.
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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.