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 |
Description | |
| 99.1 | Press Release dated August 29, 2012. | |
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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 | |||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated August 29, 2012. | |
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