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
Date of Report (Date of earliest event reported) March 19, 2014
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.
Effective March 19, 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 Ms. Nora M. Denzel and Mr. Michael J. Inglis as independent directors to the Board. In addition, Ms. Denzel and Mr. Inglis were appointed to the Nominating and Corporate Governance Committee of the Board.
Ms. Denzel and Mr. Inglis 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 with the Securities and Exchange Commission on March 25, 2013. On March 19, 2014, Ms. Denzel and Mr. Inglis were each granted 69,269 restricted stock units. Both grants become fully vested and exercisable on the one-year anniversary of the grant date.
Ms. H. Paulett Eberhart, who is currently a member of the Board, will not stand for re-election to the Board at the Company’s 2014 Annual Meeting of Stockholders. Ms. Eberhart has decided not to stand for re-election in order to focus on other matters.
A copy of the press release announcing these items is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release dated March 20, 2014. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 20, 2014 | ADVANCED MICRO DEVICES, INC. | |||||
| By: | /s/ Harry A. Wolin | |||||
| Name: | Harry A. Wolin | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release dated March 20, 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 Nora Denzel and Mike Inglis
To its Board of Directors
SUNNYVALE, Calif. — March 20, 2014 — Advanced Micro Devices, Inc. (NYSE: AMD) today announced the appointment of Nora Denzel and Mike Inglis to its board of directors, effective March 19th, 2014. AMD also announced that current AMD board director H. Paulett Eberhart has decided not to stand for re-election at AMD’s 2014 Annual Meeting of Stockholders.
Both Ms. Denzel and Mr. Inglis bring diverse industry expertise to AMD, each currently serving or having previously served as a director on the boards of, and in leadership roles at, other public companies. Ms. Denzel, most recently a senior executive of Intuit, and previously of Hewlett-Packard Company and International Business Machines Corporation, is currently a member on the board of directors of Saba Software, Ericsson and Outerwall. She brings deep software experience to the board. Mr. Inglis’ experience spans ARM Holdings plc, Motorola and Texas Instruments. He previously served on the board of directors of ARM, currently serves on the board of directors of Pace plc, and brings significant semiconductor experience across multiple ecosystems to AMD’s board.
“Nora and Mike are valuable additions to AMD’s board of directors, each offering diverse management, technology, and sales and marketing expertise developed through years of leadership roles at leading public companies,” said Bruce Claflin, AMD’s chairman of the board. “We are delighted they have agreed to join our board. At the same time, I want to thank Paulett for her years of service as a director. Over the past 10 years she has helped guide the company through the enormous changes that have affected our industry and she will be missed. The entire board wishes her well.”
-more-
Ms. Denzel holds a Bachelor of Science degree in Computer Science from the State University of New York and a Master of Business Administration degree from Santa Clara University. Mr. Inglis holds a Bachelor of Science degree in Electronic and Electrical engineering from Birmingham University and a Master of Business Administration degree from Cranfield School of Management. In addition, Mr. Inglis is a Chartered Engineer and a Member of the Chartered Institute of Marketing.
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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