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

August 28, 2012

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company’s Board of Directors appointed John R. Harding as a director, effective August 28, 2012. In addition, Mr. Harding was appointed to the Nominating and Corporate Governance Committee of the Board of Directors.

Mr. Harding will receive similar compensation as the Company provides to non-employee directors, which is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2012. On August 28, 2012, Mr. Harding was granted 30,080 restricted stock units, which vest as to 100% and become fully exercisable on the one-year anniversary of the grant date.

Mr. Harding serves as the President and Chief Executive Officer and member of the Board of Directors of eSilicon Corporation, which following our acquisition of SeaMicro, Inc., became one of our suppliers.

There was no arrangement or understanding between Mr. Harding and any other persons pursuant to which Mr. Harding was selected as a director.

A copy of the press release announcing Mr. Harding’s appointment is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated August 29, 2012.

2

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: August 29, 2012	ADVANCED MICRO DEVICES, INC.
	By:	/s/ Faina Roeder
	Name:	Faina Roeder
	Title:	Assistant Secretary

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated August 29, 2012.

4

EX-99.1

Exhibit 99.1

NEWS RELEASE

Public Relations:

Mike Silverman

AMD Public Relations

(512) 602-3781

michael.silverman@amd.com

Investor Relations:

Ruth Cotter

AMD Investor Relations

(408) 749-3887

ruth.cotter@amd.com

AMD Appoints Jack Harding to Board of Directors

SUNNYVALE, Calif. — August 29, 2012 — AMD (NYSE: AMD) announced today that Jack Harding has been appointed to the company’s board of directors. Harding currently serves as president and chief executive officer and a member of the board of directors of eSilicon Corporation, a privately-held semiconductor design and manufacturing services provider he co-founded. eSilicon designs and manufactures complex, custom chips for a broad and growing portfolio of large and small firms. Harding brings more than 25 years of management experience in the semiconductor industry to the board, especially in the area of ASIC and system on a chip (SoC) design, productization and manufacturing.

“Jack’s wealth of industry experience and familiarity with evolving industry trends make him a perfect choice to join the AMD board,” said Bruce Claflin, chairman, AMD Board of Directors. “As AMD establishes itself as a more nimble, flexible semiconductor design innovator, Jack’s operational experience, strategic expertise and business acumen for bringing SoC and custom integrated circuit solutions to market should add tremendous value for AMD’s future business.”

“I’m delighted to join AMD’s board,” said Harding. “AMD is a world-class company and I look forward to being part of its fine team.”

Before co-founding eSilicon, Harding served as president and chief executive officer and member of the board of directors of Cadence Design Systems, which acquired his former employer, Cooper & Chyan Technology, Inc. He has held a variety of senior management positions at Zycad Corporation, and his career includes positions with TXL and IBM Corporation.

Harding also serves on the board of directors of RF Micro Devices and the Global Semiconductor Alliance (GSA). He has also served as a member of the steering committee at the U.S. Council on Competitiveness and is a former National Academies committee member for Software, Growth, and the Future of the U.S. Economy. He holds a bachelor of arts in Chemistry and Economics from Drew University, and attended the Stern School of Business at New York University.

-more-

About AMD

AMD (NYSE: AMD) is a semiconductor design innovator leading the next era of vivid digital experiences with its groundbreaking AMD Accelerated Processing Units (APUs) that power a wide range of computing devices. AMD’s server computing products are focused on driving industry-leading cloud computing and virtualization environments. AMD’s superior graphics technologies are found in a variety of solutions ranging from game consoles, PCs to supercomputers. For more information, visit http://www.amd.com.

-30-

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.