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 December 13, 2019, the Board of Directors (the "Board") of Advanced Micro
Devices, Inc. (the "Company") voted to increase the size of the Board from seven
directors to eight directors and appointed Mr. Michael Gregoire as a director to
the Board to fill the resulting vacancy.
The Board has determined that Mr. Gregoire 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. Gregoire was appointed to the Nominating and Corporate Governance
and Audit and Finance committees of the Board.
Mr. Gregoire 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 21, 2019 with the SEC and in the
Company's Outside Director Equity Compensation Policy attached as Exhibit 10.5
to the Company's Quarterly Report on Form 10-Q filed with the SEC on October 30,
2019. On December 13, 2019, Mr. Gregoire was granted 4,786 restricted stock
units. The grant becomes fully vested on the one-year anniversary of the grant
date.
A copy of the press release announcing Mr. Gregoire's appointment to the Board
of the Company is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release dated December 16, 2019.
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