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Printmgr File ADVANCED MICRO DEVICES, INC. 2485 AUGUSTINE DRIVE SANTA CLARA, CALIFORNIA 95054 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS You are cordially invited to attend our 2021 annual meeting of stockholders (our “Annual Meeting”) to be held on Wednesday, May 19, 2021 at 9:00 a.m. Pacific Time. Our Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/AMD2021. 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, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission (the “SEC”); 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. 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 23, 2021 and holders of proxies for those stockholders may attend and vote at our Annual Meeting. To attend our Annual Meeting via the Internet, you must log in to www.virtualshareholdermeeting.com/AMD2021 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, HARRY A. WOLIN Senior Vice President, General Counsel and Corporate Secretary This notice of annual meeting is dated March 31, 2021 and will first be distributed and made available to the stockholders of Advanced Micro Devices, Inc. on or about March 31, 2021. 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 26, 2020 are available at www.proxyvote.com and on the Investor Relations pages of our website at www.amd.com or ir.amd.com. 2021 NOTICE OF MEETING AND PROXY STATEMENT TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ..................................................................... 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ............................... 7 ITEM 1—ELECTION OF DIRECTORS ................................................................ 8 Director Experience, Skills and Qualifications ................................................... 8 Consideration of Stockholder Nominees for Director ............................................ 13 Communications with the Board or Non-Management Directors ................................... 15 Required Vote ........................................................................... 15 Recommendation of the Board of Directors .................................................... 15 CORPORATE GOVERNANCE ..................................................................... 16 Independence of Directors ................................................................. 16 Compensation Committee Interlocks and Insider Participation ..................................... 16 Board Leadership Structure ................................................................ 16 Risk Oversight ........................................................................... 17 Code of Ethics ........................................................................... 18 MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS .......................................... 19 Board Meetings and Attendance ............................................................ 19 Board Committees ........................................................................ 19 DIRECTORS’ COMPENSATION AND BENEFITS ........................................................ 22 PRINCIPAL STOCKHOLDERS ...................................................................... 26 SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS ....................................... 27 INFORMATION ABOUT OUR EXECUTIVE OFFICERS ................................................... 29 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ...................................... 31 EQUITY COMPENSATION PLAN INFORMATION ...................................................... 32 COMPENSATION DISCUSSION AND ANALYSIS ....................................................... 33 Executive Summary ....................................................................... 33 Response to 2020 “Say On Pay” Vote and Stockholder Engagement Process .......................... 36 Executive Compensation Policies and Practices ................................................. 40 Compensation Philosophy and Objectives ..................................................... 41 2020 Compensation Elements .............................................................. 46 Change in Control Agreements and Arrangements .............................................. 52 Severance and Separation Arrangements ..................................................... 53 Other Compensation Policies ............................................................... 53 COMPENSATION AND LEADERSHIP RESOURCES COMMITTEE’S REPORT .................................. 55 COMPENSATION POLICIES AND PRACTICES ......................................................... 56 EXECUTIVE COMPENSATION ..................................................................... 57 2020 SUMMARY COMPENSATION TABLE ........................................................... 57 OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END ........................................... 59 GRANTS OF PLAN-BASED AWARDS IN 2020 ......................................................... 62 2021 NOTICE OF MEETING AND PROXY STATEMENT Table of Contents (continued) Page OPTION EXERCISES AND STOCK VESTED IN 2020 ..................................................... 63 2020 NONQUALIFIED DEFERRED COMPENSATION ................................................... 64 SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS ............................................. 65 CHIEF EXECUTIVE OFFICER PAY RATIO ............................................................. 71 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .............................................. 72 AUDIT AND FINANCE COMMITTEE’S REPORT ........................................................ 73 ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . 74 Required Vote ........................................................................... 74 Recommendation of Board of Directors ....................................................... 74 Independent Registered Public Accounting Firm’s Fees ........................................... 74 Pre-Approval Policies and Procedures ........................................................ 75 ITEM 3—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”) .................................................................... 76 Required Vote ........................................................................... 77 Recommendation of the Board of Directors .................................................... 77 INCORPORATION BY REFERENCE ................................................................. 78 AVAILABLE INFORMATION ...................................................................... 78 2021 NOTICE OF MEETING AND PROXY STATEMENT ADVANCED MICRO DEVICES, INC. PROXY STATEMENT 2021 ANNUAL MEETING OF STOCKHOLDERS QUESTIONS AND ANSWERS In this proxy statement, the words “AMD,” the “Company,” “we,” “ours,” “us” and similar terms refer to Advanced Micro Devices, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. Information presented in this Proxy Statement is based on our 2020 fiscal calendar, which ended December 26, 2020. 1. Q: WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS? A: In accordance with rules adopted by the SEC, commonly referred to as “Notice and Access,” we may furnish proxy materials by providing access to the documents on the Internet, instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice was mailed on or about March 31, 2021 to stockholders of record on March 23, 2021 (the “Record Date”) who have not previously requested to receive printed or emailed materials on an ongoing basis. The Notice instructs you as to how you may access our proxy materials on the Internet
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