ADVANCED MICRO DEVICES INC
For the period ended May 13, 2026. Filed Mar 27, 2026.
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May 13, 2026 · Filed Mar 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under Rule 14a-12 |
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| ☐ | Fee paid previously with preliminary materials. |
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2485 AUGUSTINE DRIVE
SANTA CLARA, CALIFORNIA 95054
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
You are cordially invited to attend our 2026 annual meeting of stockholders (our “Annual Meeting”) to be held on Wednesday, May 13, 2026 at 9:00 a.m. Pacific Time. Our Annual Meeting will be held virtually atwww.virtualshareholdermeeting.com/AMD2026. You will not be able to attend the Annual Meeting in person.
We are holding our Annual Meeting to:
| • | Elect the eight director nominees named in this proxy statement; |
| • | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year; |
| • | Approve on a non-binding, advisory basis the compensation of our named executive officers (“Say-on-Pay”), as disclosed in this proxy statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission (the “SEC”); |
| • | Approve the amendment and restatement of the Advanced Micro Devices, Inc. 2023 Equity Incentive Plan (as amended and restated, the “2023 Plan”) to: (i) increase the number of authorized shares that can be issued to employees, consultants and directors under the 2023 Plan by 65 million shares and (ii) update the plan for certain administrative changes; |
| • | Vote on the stockholder proposal described in this proxy statement, if properly presented at our Annual Meeting; and |
| • | Transact any other business that properly comes before our Annual Meeting or any adjournment or postponement thereof. |
We are pleased to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules. As a result, we are mailing to our stockholders (other than those who previously requested printed or emailed materials on an ongoing basis) a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of printed copies of our proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, how to vote on the Internet and how you can receive printed or emailed copies of our proxy materials at no charge. We believe that providing our proxy materials over the Internet will lower our Annual Meeting’s cost and environmental impact, while increasing the ability of our stockholders to access the information that they need.
Stockholders of record at the close of business on March 19, 2026 and holders of proxies for those stockholders may attend and vote at our Annual Meeting. To attend our Annual Meeting, you must log in towww.virtualshareholdermeeting.com/AMD2026 using the 16-digit control number on the Notice, proxy card or voting instruction form that accompanied the proxy materials.
For additional details on Internet and telephone voting and the virtual meeting, please see pages 1-6 of the Proxy Statement.
Sincerely,
Ava M. Hahn
Senior Vice President, General Counsel and Corporate
Secretary
This notice of annual meeting is dated March 27, 2026 and will first be distributed and
made available to the stockholders of Advanced Micro Devices, Inc. on or about March 27, 2026.
YOUR VOTE IS IMPORTANT AND WE ENCOURAGE YOU TO VOTE PROMPTLY
Important notice regarding Internet availability of proxy materials: This proxy statement and our
Annual Report on Form 10-K for the fiscal year ended December 27, 2025 are available at
www.proxyvote.com and on the Investor Relations pages of our website atwww.amd.com orir.amd.com.
2026 NOTICE OF MEETING AND PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.