AMD Advanced Micro Devices : Notice of Annual Meeting of Stockholders and Proxy Statement (Notice and Proxy Statement)

About this update from Advanced Micro Devices Inc

ADVANCED MICRO DEVICES, INC. 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 at https://www.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 to https://www.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 https://www.proxyvote.com and on the Investor Relations pages of our website at https://www.amd.com or ir.amd.com. 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 Director Nominees 8 Board Demographics 17 Former Directorships in Public Companies in the Last Five Years 17 Consideration of Stockholder Nominees for Director 17 Communications with the Board or Non-Management Directors 18 Required Vote 18 Recommendation of the Board of Directors 18 CORPORATE GOVERNANCE 19 Independence of Directors 19 Compensation Committee Interlocks and Insider Participation 19 Board Leadership Structure 19 Risk Oversight 20 Code of Ethics 22 MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS 23 Communications from Stockholders to Directors 25 INVESTOR ENGAGEMENT 26 CORPORATE RESPONSIBILITY 27 DIRECTORS' COMPENSATION AND BENEFITS 32 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 36 INFORMATION ABOUT OUR EXECUTIVE OFFICERS 38 COMPENSATION DISCUSSION AND ANALYSIS 44 Executive Summary 44 2025 Executive Compensation-Highlights 45 Response to 2025 "Say On Pay" Vote and Stockholder Engagement Process 46 Executive Compensation Policies and Practices 48 Compensation Philosophy and Objectives 49 Fiscal 2025 Compensation Elements 53 Change of Control Arrangements and Post-Employment Compensation 61 Other Compensation Polices 62 COMPENSATION AND LEADERSHIP RESOURCES COMMITTEE REPORT 64 RISK ANALYSIS OF OUR COMPENSATION POLICIES AND PRACTICES 65 EXECUTIVE COMPENSATION 66 2025 Summary Compensation Table 66 Table of Contents (continued) Page Outstanding Equity Awards at 2025 Fiscal Year-End 68 Grants of Plan-Based Awards in 2025 71 Option Exercises and Stock Vested in 2025 72 2025 Nonqualified Deferred Compensation 73 Severance, Retirement and Change of Control Arrangements 74 CHIEF EXECUTIVE OFFICER PAY RATIO 83 PAY VERSUS PERFORMANCE TABLE 84 EQUITY COMPENSATION PLAN INFORMATION 89 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 90 AUDIT AND FINANCE COMMITTEE REPORT 91 ITEM 2-RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 92 Required Vote 92 Recommendation of the Board of Directors 92 Independent Registered Public Accounting Firm's Fees 93 Pre-Approval Policies and Procedures 93 ITEM 3-APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY") 94 Required Vote 95 Recommendation of the Board of Directors 95 ITEM 4-APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE ADVANCED MICRO DEVICES, INC. 2023 EQUITY INCENTIVE PLAN 96 Why the Board is Seeking Approval of the Amendment and Restatement of the 2023 Plan 96 Provisions Designed to Protect Stockholders 97 Key Equity Metrics 98 Summary of the 2023 Plan 99 Administration of the 2023 Plan 100 Federal Tax Aspects 102 Required Vote 104 Recommendation of the Board of Directors 105 ITEM 5-STOCKHOLDER PROPOSAL REQUESTING CHANGES TO THE STOCKHOLDER RIGHT TO CALL A SPECIAL MEETING .................................................................................. 106 Recommendation of the Board of Directors .................................................... 106 INCORPORATION BY REFERENCE ................................................................. 109 AVAILABLE INFORMATION ...................................................................... 109 EXHIBIT A-AMENDED AND RESTATED ADVANCED MICRO DEVICES, INC. 2023 EQUITY INCENTIVE PLAN ........ A-1 ADVANCED MICRO DEVICES, INC. PROXY STATEMENT 2026 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 2025 fiscal year, which ended December 27, 2025. 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 27, 2026 to stockholders of record on March 19, 2026 (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 and how to vote on the Internet. You may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by following the instructions in the Notice. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the environmental impact of our annual meetings. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it. 2. Q: WHY AM I RECEIVING PROXY MATERIALS? A: Our board of directors (the "Board") is providing these materials to you in connection with the Board's solicitation of proxies for use at our Annual Meeting, which will take place on Wednesday, May 13, 2026 at 9:00 a.m. Pacific Time virtually at https://www.virtualshareholdermeeting.com/AMD2026 . Our stockholders as of the close of business on the Record Date are invited to attend or participate in our Annual Meeting and are requested to vote on the items described in this proxy statement. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares. 3. Q: WHAT IS INCLUDED IN THE PROXY MATERIALS? A: The proxy materials for our Annual Meeting include the Notice, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 27, 2025 (our "Annual Report"). If you received a printed copy of these materials, the proxy materials also include a proxy card or voting instruction form. 4. Q: HOW CAN I ACCESS THE PROXY MATERIALS OVER THE INTERNET? A: The Notice, proxy card and voting instruction form contain instructions on how you may access our proxy materials on the Internet and how to vote on the Internet. Our proxy materials are also available at https://www.proxyvote.com and the Investor Relations page of our website at https://www.amd.com or ir.amd.com. 5. Q: WHO IS SOLICITING MY VOTE? A: This proxy solicitation is being made by the Board of Advanced Micro Devices, Inc. We have retained MacKenzie Partners, Inc., professional proxy solicitors, to assist us with this proxy solicitation. We will pay the entire cost of this solicitation, including MacKenzie's fees and expenses, which we expect to be approximately $25,000. 6. Q: WHO IS ENTITLED TO VOTE? A: Stockholders as of the close of business on the Record Date are entitled to vote on all items properly presented at our Annual Meeting. On the Record Date, 1,630,338,779 shares of our common stock were outstanding. Every stockholder is entitled to one vote for each share of common stock held on the Record Date. A list of these stockholders will be available during regular business hours at our headquarters, located at 2485 Augustine Drive, Santa Clara, California 95054, from our Corporate Secretary at least ten days before our Annual Meeting. The list of stockholders will also be available during our Annual Meeting on our virtual meeting website. 7. Q: WHAT AM I BEING ASKED TO VOTE ON? A: You may vote on: Proposal 1: Election of the eight director nominees named in this proxy statement. Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year. Proposal 3: Approval on a non-binding, advisory basis of the compensation of our named executive officers ("Say-On-Pay"). Proposal 4: Approval of 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 our employees, consultants and directors under the 2023 Plan by 65 million shares and (ii) update the 2023 Plan for certain administrative changes. Proposal 5: A stockholder proposal requesting changes to the stockholder right to call a special meeting. Such other business as may properly come before our Annual Meeting or any adjournment or postponement of our Annual Meeting. 8. Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS? A: The Board recommends that you vote: FOR each of the eight director nominees named in this proxy statement. FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year. FOR the Say-On-Pay proposal. FOR the approval of the amendment and restatement of the 2023 Plan. AGAINST the stockholder proposal described in this proxy statement. 9. Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER? A: Most of our stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record, and the Notice was sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to AMD or to vote at our Annual Meeting. If you requested to receive printed proxy materials, we have enclosed a proxy card for you to use, as described in the Notice and under Question 10 below. You may also vote on the Internet, or by telephone, as described in the Notice and under Question 10 below. You are also invited to attend our Annual Meeting virtually. Beneficial Owner. If your shares are held in an account in the name of a brokerage firm, bank, broker-dealer, trust or other similar organization (i.e., in street name), like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and the Notice should be forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker or other nominee how to vote your shares, and you are also invited to attend our Annual Meeting virtually, as described in the Notice and under Question 10 below. 10. Q: CAN I ATTEND THE ANNUAL MEETING VIA THE INTERNET? CAN I VOTE AT THE ANNUAL MEETING? A: Stockholders may attend our Annual Meeting virtually at https://www.virtualshareholdermeeting.com/AMD2026 . Stockholders will not be able to attend the Annual Meeting in person. Access to the Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 9:00 am Pacific Time. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for our stockholders to log in and test their devices' audio system. We encourage our stockholders to access the meeting in advance of the designated start time. Log-in Instructions. To attend the Annual Meeting, stockholders will need to log in to https://www.virtualshareholdermeeting.com/AMD2026 using the 16-digit control number on the Notice, proxy card or voting instruction form. Submitting Questions Prior to or at the Annual Meeting. An online portal will be available to our stockholders at https://www.proxyvote.com on or about March 27, 2026 prior to the Annual Meeting. By accessing this portal, stockholders will be able to submit questions and vote in advance of the Annual Meeting. Stockholders may also submit questions and vote on the day of, or during, the Annual Meeting on https://www.virtualshareholdermeeting.com/AMD2026 . To demonstrate proof of stock ownership, you will need to enter the 16-digit control number received with your Notice, proxy card or voting instruction form to submit questions and vote at our Annual Meeting. We intend to answer questions submitted before and during the meeting that are pertinent to the Company and the items being brought before stockholder vote at the Annual Meeting, as time permits, and in accordance with the Rules of Conduct for the Annual Meeting. Technical Assistance. We have retained Broadridge Financial Solutions ("Broadridge") to host our virtual annual meeting and to distribute, receive, count and tabulate proxies. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start of the meeting. 11. Q: IF I AM A STOCKHOLDER OF RECORD, HOW DO I VOTE? A: If you are a stockholder of record you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can vote by mail, telephone (from the United States and Canada) or the Internet pursuant to instructions provided on the proxy card provided to you with your printed proxy materials. You may also vote while attending our Annual Meeting, as described in Question 10 above. Even if you plan to attend our Annual Meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend our Annual Meeting. 12. Q: IF I AM A BENEFICIAL OWNER, HOW DO I VOTE? A: If you are a beneficial owner, you may submit your voting instructions by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can submit your voting instructions by following the instructions in the voting instruction form provided to you by your broker or other nominee. We urge you to instruct your broker or other nominee on how to vote on your behalf. As described more fully under Question 14, your broker or other nominee cannot vote on certain items without your instructions. You may also vote while attending our Annual Meeting, as described in Question 10 above. Even if you plan to attend our Annual Meeting, we recommend that you also submit your voting instructions as described above so that your vote will be counted if you later decide not to attend our Annual Meeting. 13. Q: WHAT IF I AM A STOCKHOLDER OF RECORD AND DO NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY CARD OR VOTING BY TELEPHONE OR THE INTERNET? A: If you are a stockholder of record and you return a properly executed proxy card or vote by proxy over the Internet but do not mark the boxes showing how you wish to vote, your shares will be voted in accordance with the recommendations of the Board, as specified in Question 8 above. With respect to any other matter that properly comes before our Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, at their own discretion. 14. Q: WHAT IF I AM A BENEFICIAL OWNER AND DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER OR OTHER NOMINEE? WHAT IS A BROKER NON-VOTE? A: As a beneficial owner, in order to ensure your shares are voted, you must provide voting instructions to your broker or other nominee by the deadline provided in the materials you receive from your broker or other nominee. If you do not provide voting instructions to your broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote. Non-Discretionary Items. The election of directors, the Say-on-Pay proposal, the amendment and restatement of the 2023 Plan and the stockholder proposal are non-discretionary items and may not be voted on by brokers or other nominees who have not received specific voting instructions from beneficial owners. A broker non-vote occurs when your broker or other nominee has not received instructions from you as to how to vote your shares on a proposal and does not have discretionary authority to vote your shares on that proposal. Discretionary Items. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year is a discretionary item. Generally, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on these proposals in their discretion. 15. Q: CAN I CHANGE MY VOTE AFTER I HAVE VOTED? A: Yes. You may revoke or change your vote at any time before the voting concludes at our Annual Meeting. You may vote by proxy again on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to our Annual Meeting will be counted), by signing and returning a new proxy card with a later date or by attending our Annual Meeting and voting at the meeting. However, your attendance at our Annual Meeting will not automatically revoke your proxy unless you vote again at our Annual Meeting or specifically request in writing that your prior proxy be revoked. 16. Q: WHAT IS A "QUORUM"? A: For the purposes of our Annual Meeting, a "quorum" is the presence, in person or by proxy, by the holders of a majority of the voting power of the outstanding shares entitled to vote at our Annual Meeting. There must be a quorum for our Annual Meeting to be held. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. 17. Q: WHAT IS THE VOTING REQUIREMENT FOR EACH PROPOSAL TO PASS? A: Election of Directors. Each of the director nominees will be elected if each of them receives the affirmative vote of a majority of the votes cast. A majority of the votes cast means that the number of votes cast "for" a director must exceed the number of votes cast "against" that director. Abstentions and broker non-votes will have no effect on the outcome of these elections. Each director nominee has submitted a written resignation that will be effective if he or she does not receive a majority of the votes cast for such director and the resignation is accepted by the Nominating and Corporate Governance Committee, another authorized committee of the Board, or the Board. Ratification of the Appointment of our Independent Registered Public Accounting Firm. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions have the same effect as a vote against this proposal. Because brokers and other nominees have discretionary authority to vote on the ratification, we do not expect any broker non-votes in connection with this item. Say-On-Pay Proposal. Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Because your vote is advisory, it will not be binding on the Board, the Compensation and Leadership Resources Committee (the "Compensation Committee") or us. However, the Board and the Compensation Committee will review the voting results and take them into consideration when making future decisions about our executive compensation program. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal. Amendment and Restatement of the 2023 Plan. The proposal to amend and restate the 2023 Plan requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal. Stockholder Proposal. Approval of the stockholder proposal requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal. Q: WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING? A: We will announce preliminary voting results at our Annual Meeting and publish voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days after our Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and the final voting results in an amendment to the Form 8-K as soon as they become available. Q: IS MY VOTE CONFIDENTIAL? A: Proxy cards, ballots and voting tabulations that identify individual stockholders are mailed or returned directly to Broadridge and handled in a manner that protects your voting privacy. Your vote will not be disclosed except as needed to permit Broadridge to tabulate and certify the vote and as required by law. Q: HOW WILL VOTING ON ANY BUSINESS NOT DESCRIBED IN THIS PROXY STATEMENT BE CONDUCTED? A: We do not know of any business to be considered at our Annual Meeting other than the items described in this proxy statement. If any other business is presented at our Annual Meeting, your proxy gives authority to each of Dr. Lisa Su, our Chair, President and Chief Executive Officer, and Ava Hahn, our Senior Vice President, General Counsel and Corporate Secretary, to vote on such matters at their discretion. 21. Q: WHEN ARE THE STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2027 ANNUAL MEETING DUE? A: For stockholder proposals to be considered for inclusion in the proxy statement for our 2027 annual meeting of stockholders, they must be submitted in writing to Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary and received by us on or before November 27, 2026. In addition, for directors to be nominated or other stockholder proposals to be properly presented at our 2027 annual meeting of stockholders (but not included in our proxy materials), a separate notice of any nomination or proposal must be received by us between January 13, 2027 and February 12, 2027. If our 2027 annual meeting of stockholders is not held within 30 days of May 13, 2027, to be timely, the stockholder's notice must be received by us no later than the close of business on the tenth day following the earlier of the day on which the first public announcement of the date of the 2027 annual meeting of stockholders was made or the notice of our 2027 annual meeting of stockholders is mailed. The public announcement of an adjournment or postponement of our 2027 annual meeting of stockholders will not trigger a new time period (or extend any time period) for the giving of a stockholder's notice as described in this proxy statement. Our bylaws also provide a proxy access right permitting certain of our stockholders who have beneficially owned 3% or more of our common stock continuously for at least three years to submit director nominations via our proxy materials for up to 20% of the directors then serving. Notice of proxy access director nominations for the 2027 annual meeting of stockholders must be delivered to our principal executive offices at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, no earlier than October 28, 2026 and no later than the close of business on November 27, 2026. In addition, the notice must set forth the information required by our bylaws with respect to each proxy access director nomination that a stockholder intends to present at the 2027 annual meeting of stockholders. See "Consideration of Stockholder Nominees for Director" below for additional information regarding a stockholder's notice of a nomination and proxy access. 22. Q: WHAT IS HOUSEHOLDING AND HOW DO I OBTAIN A SEPARATE SET OF PROXY MATERIALS IF I SHARE AN ADDRESS WITH OTHER STOCKHOLDERS? A: We have adopted a procedure called "householding," which has been approved by the SEC. Under this procedure, we will deliver only one copy of the Notice and, if applicable, our printed proxy materials to stockholders of record who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. A separate proxy card for each stockholder of record will be included in the printed materials. This procedure reduces our printing costs, mailing costs and fees. Upon written or oral request, we will promptly deliver a separate copy of the Notice or, if applicable, the printed proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice or Annual Report or, if applicable, the printed proxy materials, contact us at 1(408) 749-4000 or at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, or by email to [email protected] . If you would like to revoke your householding consent, please contact Broadridge at 1(866) 540-7095. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This proxy statement contains forward-looking statements concerning Advanced Micro Devices, Inc. that involve risks, uncertainties and assumptions, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements are commonly identified by words such as "would," "intends," "believes," "expects," "may," "will," "should," "seeks," "plans," "pro forma," "estimates," "anticipates," or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. Investors are cautioned that the forward-looking statements in this proxy statement are based on current beliefs, assumptions and expectations, speak only as of the date of this proxy statement and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Investors are urged to review in detail the risks and uncertainties in our SEC filings, including but not limited to, our Annual Report on Form 10-K for the year ended December 27, 2025. ITEM 1-ELECTION OF DIRECTORS Our Board currently consists of nine members. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following eight nominees: Ms. Nora M. Denzel, Mr. Michael P. Gregoire, Mr. Joseph A. Householder, Mr. John W. Marren, Ms. KC McClure, Dr. Lisa T. Su, Mr. Abhi Y. Talwalkar, and Ms. Elizabeth W. Vanderslice for election to the Board at the Annual Meeting. Mr. Jon A. Olson, currently a member of the Board, is not being nominated for re-election and after the Annual Meeting he will retire from our Board. The Board and the Company thank Mr. Olson for his valuable service and many contributions over his tenure. The Board has approved reducing the authorized number of directors to eight, effective as of the Annual Meeting. All directors are elected annually and serve a one-year term until our next annual meeting or until such director's successor is appointed. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. The Board expects all nominees named below to be available for election. If a nominee declines or is unable to act as a director, your proxy may vote for any substitute nominee proposed by the Board. Your proxy will vote FOR the election of these nominees, unless you instruct otherwise. Directors are strongly encouraged to attend annual meetings of our stockholders. All of our directors attended the 2025 annual meeting of stockholders. Director Experience, Skills and Qualifications Our goal is to assemble a Board that operates cohesively and works with management in a constructive way to deliver long-term value to our stockholders. We believe that the nominees set forth below, all of whom are currently directors of AMD, possess valuable experience necessary to guide us in the best interests of our stockholders. Our current Board consists of individuals with proven records of success in their chosen professions. They are collegial, yet independent in their thinking, and are committed to the hard work necessary to be informed about the semiconductor industry, us, and our key constituents, including our customers, stockholders and management. They possess keen intellect and the highest integrity. Most of our directors have broad technology sector experience, including expertise in semiconductor technology and innovation and strategy. Several members of our Board are current or former chief executive officers, thereby providing the Board with practical understanding of how large organizations operate, including the importance of employee development and retention. They also understand strategy and risk management and how these factors impact our operations. Director Nominees Certain information regarding each of the nominees is set forth below, including his or her experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to conclude that the individual should serve as a director on the Board, as well as his or her principal occupation. Each nominee's former directorships on public company boards during the past five years are included in a table set forth below-"Former Directorships in Public Companies in the Last Five Years." The age of each director is as of our Annual Meeting. Nora M. Denzel Director since March 2014 and Lead Independent Director since November 2022 Age: 63 Board Committees: Chair of Nominating and Corporate Governance Committee and Member of Innovation and Technology Committee Ms. Denzel served as interim Chief Executive Officer of Outerwall Inc. (an automated retail solutions provider) from January to August 2015. Prior to Outerwall, Ms. Denzel held various executive management positions from February 2008 through August 2012 at Intuit Inc. (a cloud financial management software company), including Senior Vice President of Big Data, Social Design and Marketing and Senior Vice President and General Manager of the QuickBooks Employee Management business unit. From 2000 to 2006, Ms. Denzel held several executive level positions at HP Enterprise (HPE), (formerly, Hewlett-Packard Company) (a technology software, services and hardware provider), from May 2002 to February 2006, including Senior Vice President and General Manager, Software Global Business Unit and Senior Vice President, Enterprise Consulting Division and Vice President of Computer Storage and Networking. Prior to HPE, Ms. Denzel held executive positions at Legato Systems Inc. (a data storage management software company purchased by EMC Corporation) and International Business Machines Corporation (IBM) (an information technology company). Ms. Denzel has been a member of the board of directors of Gen Digital Inc. (formerly, NortonLifelock, Inc.) since December 2019. She has also been a member of the board of Sony Group Corporation since June 2025. Formerly, Ms. Denzel was a director of SUSE S.A. from May 2021 to September 2023, a director of Telefonaktiebolaget LM Ericsson from March 2013 to March 2023 and Talend SA from 2017 to 2021. Ms. Denzel currently serves on the non-profit board of the National Association of Corporate Directors (NACD). She is NACD Directorship Certified and holds a Master of Business Administration degree from Santa Clara University and a Bachelor of Science degree in computer science from the State University of New York. Director Qualifications: Ms. Denzel is a seasoned business executive with over 25 years of operational experience in key senior technology positions. She brings to the Board substantial experience in the areas of executive leadership, technology and software engineering. She also provides corporate governance insight from her past and present service on dozens of private, non-profit and public company boards. Michael P. Gregoire Director since November 2019 Age: 60 Board Committees: Chair of Compensation and Leadership Resources Committee and Member of Innovation and Technology Committee Mr. Gregoire is a founding partner at Brighton Park Capital (a growth equity private equity firm). Prior to Brighton Park Capital, Mr. Gregoire served as Chairman & CEO of CA Technologies (an enterprise software company) from January 2013 to November 2018. Mr. Gregoire served as President and CEO of Taleo Corporation (Taleo) (a cloud-based talent management software company) from March 2005 to April 2012. He also served as a member of the board of directors of Taleo from April 2005 to April 2012 and as chairman of the board from May 2009 to April 2012. In addition, Mr. Gregoire served as Executive Vice President at PeopleSoft, Inc. and Executive Director at Electronic Data Systems (EDS) and has been chair of the World Economic Forum's IT Governors Steering Committee as well as a member of the Business Roundtable's Information and Technology Committee. Mr. Gregoire served on the Executive Council of TechNet (an organization of CEOs that represents the technology industry in policy issues critical to American innovation and economic competitiveness), a private company. Mr. Gregoire was Chairman of the board of directors of Smartsheet Inc. from December 2019 until its sale to Vista/Blackstone in January 2025. He was a member of the board of directors of Automatic Data Processing, Inc. (ADP) from 2014 to 2019. Mr. Gregoire holds a Bachelor of Science degree in physics and computing from Wilfrid Laurier University in Ontario, Canada, and a Master of Business Administration degree from California Coast University. Director Qualifications: Mr. Gregoire is a seasoned business executive with experience as a chief executive officer, with a strong financial management and fiscal background. Mr. Gregoire brings to the Board extensive experience in executive leadership and strategy in the technology industry. Joseph A. Householder Director since September 2014 Age: 70 Board Committees: Chair of Audit and Finance Committee and Member of Nominating and Corporate Governance Committee Mr. Householder was the President and Chief Operating Officer of Sempra Energy (a worldwide provider of energy infrastructure and gas and electric utilities) where he oversaw Sempra Energy's regulated U.S. utilities and the Sempra North American Infrastructure Group from May 2018 until his retirement in January 2020. Previously from 2017 to 2018, Mr. Householder served as Sempra Energy's Corporate Group President, Infrastructure Businesses overseeing the company's operations in midstream, liquefied natural gas and renewable energy and Mexico. From 2011 to 2016, Mr. Householder was the Executive Vice President and Chief Financial Officer of Sempra Energy. He also served as Chief Accounting Officer of Sempra Energy from 2007 to 2012. From 2006 to 2011, Mr. Householder was Senior Vice President and Controller of Sempra Energy responsible for financial reporting, accounting and controls and tax functions for all Sempra Energy companies. Prior to this role, he served as Vice President of Corporate Tax and Chief Tax Counsel for Sempra Energy. Prior to joining Sempra Energy in 2001, Mr. Householder was a partner at PricewaterhouseCoopers in the firm's national tax office. From 1986 to 1999, he served in a number of legal and financial roles at Unocal Corporation, including ultimately as Vice President of Corporate Development and Assistant Chief Financial Officer, where he was responsible for worldwide tax planning, financial reporting, forecasting and mergers and acquisitions. Until October 2025, Mr. Householder was a member of the board of REV Renewables LLC, a private company, where he also served as the Chair of the Audit Committee and a member of the Compensation Committee. He is National Association of Corporate Directors Directorship (NACD) Certified and has completed a NACD (CERT) Certificate in Cyber-Risk Oversight. Mr. Householder holds a Bachelor of Science degree in business administration from the University of Southern California and a Juris Doctor degree from Loyola Law School. Director Qualifications: Mr. Householder brings to the Board significant financial and operational expertise as a result of his chief financial officer experience at Sempra Energy, his experience as a partner of PricewaterhouseCoopers and his experience at Unocal Corporation. John W. Marren Director since February 2017 Age: 63 Board Committees: Member of Audit and Finance Committee Mr. Marren has served as Vice Chairman, North America of Temasek (a sovereign wealth fund of the government of Singapore) since November 2017. Prior to joining Temasek, Mr. Marren was a Senior Partner and the Head of Technology Investments of TPG Capital (a private equity investment company) from 2000 until his retirement in December 2015. From 1996 through 2000, Mr. Marren was a Managing Director at Morgan Stanley (a global financial services company), most recently as Co-Head of the Technology Investment Banking Group. From 1992 to 1996, he was a Managing Director and Senior Semiconductor Research Analyst at Alex. Brown & Sons (Alex. Brown) (an investment company). While at Morgan Stanley and Alex. Brown, Mr. Marren was a frequent member of the Institutional Investor All-American Research Team, which recognizes the top research analysts on Wall Street. Prior to Alex. Brown, Mr. Marren spent seven years in the semiconductor industry working for VLSI Technology and Vitesse Semiconductor. Mr. Marren also serves as a director of Eastdil Secured and Creative Artist Agencies, both private companies. He served as a Trustee of the University of California, Santa Barbara from 2010 to 2025 and on the board of Poshmark, Inc. from 2018 to 2022. Mr. Marren also served as a director of Impossible Foods, Inc., a private company, from 2019 until January 2026. Mr. Marren currently serves on the US Olympic and Paralympic Foundation Board. Mr. Marren holds a Bachelor of Science degree in electrical engineering from the University of California, Santa Barbara. Director Qualifications: Mr. Marren brings to the Board extensive experience with financial management and technology, as well as capital market expertise as a result of his prior work at TPG Capital and Morgan Stanley. Mr. Marren also provides the Board with valuable corporate governance insight from his past and present service on private and public company boards. KC McClure Director since January 2026 Age: 61 Board Committees: Member of Audit and Finance Committee Ms. McClure was the Chief Financial Officer of Accenture (a global professional services company offering consulting and technology services) from January 2019 until November 2024 and served as Senior Finance Advisor from December 2024 until her retirement in March 2025. Throughout Ms. McClure's more than 37-year tenure at Accenture, Ms. McClure held multiple finance and accounting leadership roles, including Managing Director, Finance Operation from June 2018 to January 2019, Finance Director-Communications, Media & Technology Group from December 2016 to May 2018, Head of Investor Relations from September 2010 to November 2016, and Finance Director-Health and Public Services from March 2002 to August 2010. Earlier in her career, Ms. McClure also served in a variety of finance roles with Accenture's new business ventures, alliances and outsourcing teams. Ms. McClure serves on the board of The Goldman Sachs Group, Inc. and serves as a member of the Smeal College of Business Board of Visitors. She holds a Bachelor of Science degree in accounting and business administration from Pennsylvania State University's Smeal College of Business. Director Qualifications: Ms. McClure brings deep finance and operations leadership experience, having overseen global financial functions across a large-scale enterprise as Chief Financial Officer at Accenture. Her strategic expertise is reflected in her proven track record of driving transformation and shaping long-term enterprise direction. Dr. Lisa T. Su Director since October 2014 and Chair of the Board since February 2022 Age: 56 Dr. Lisa T. Su has served as AMD's President and Chief Executive Officer and a member of the Board since October 2014. She has served as Chair of the Board since February 2022. As Chair and CEO, Dr. Su has led AMD's transformation into a leader in high-performance and adaptive computing. Under her leadership, AMD has achieved sustained growth across data center and artificial intelligence, client computing, gaming, and embedded solutions. Today, AMD is positioned at the center of the global AI ecosystem. Dr. Su joined AMD in January 2012 as Senior Vice President and General Manager of Global Business Units and served as Chief Operating Officer before being named President and Chief Executive Officer in 2014. Prior to AMD, Dr. Su served as Senior Vice President and General Manager of Networking and Multimedia at Freescale Semiconductor, Inc. (a semiconductor manufacturing company) and previously held senior technical and business leadership roles at IBM, including Vice President of Semiconductor Research and Development. Earlier in her career, she was a member of the technical staff at Texas Instruments Incorporated. Dr. Su holds Bachelor of Science, Master of Science and Ph.D. degrees in Electrical Engineering from the Massachusetts Institute of Technology. She is a Fellow of the Institute of Electrical and Electronics Engineers (IEEE) and a member of the National Academy of Engineering and the American Academy of Arts and Sciences. She has received numerous industry honors, including the Semiconductor Industry Association's Robert N. Noyce Award, the IEEE Robert N. Noyce Medal and the Global Semiconductor Alliance's Dr. Morris Chang Exemplary Leadership Award. She was also named TIME Magazine's CEO of the Year and recognized among Fortune's Businesspersons of the Year. Dr. Su serves as Chair of the Board of Directors of the Semiconductor Industry Association and as a Board Trustee of the Mohamed bin Zayed University of Artificial Intelligence. Director Qualifications: As AMD's Chair, President and Chief Executive Officer, Dr. Su brings deep semiconductor and technology expertise, a demonstrated record of strategic transformation and innovation, and comprehensive knowledge of AMD's strategy, technology roadmap and global operations. Abhi Y. Talwalkar Director since June 2017 Age: 62 Board Committees: Chair of Innovation and Technology Committee and Member of Compensation and Leadership Resources Committee Mr. Talwalkar was President and Chief Executive Officer of LSI Corporation (LSI) (a semiconductor and software company) from May 2005 until the completion of LSI's merger with Avago Technologies Limited in May 2014. From 1993 to 2005, Mr. Talwalkar held a number of senior management positions at Intel Corporation (Intel) (a semiconductor company), including Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel's corporate client, server, storage, and communications businesses, and Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and driving Intel business strategies for server computing. Prior to Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems (a multiprocessing computer systems design and manufacturer that later became a part of IBM). He also held positions at Bipolar Integrated Technology, Inc. (a VLSI bipolar semiconductor company) and Lattice Semiconductor Inc. (a service-driven developer of programmable design solutions). Mr. Talwalkar has been Chair of the board of directors of Lam Research Corporation since 2019 and a board member since 2011. He has served as a board member of Rhythm Technologies since 2016, and a board member of TE Connectivity since 2017. Mr. Talwalkar was a member of the board of directors of LSI from 2005 to 2014 and the Semiconductor Industry Association. Additionally, he was a member of the U.S. delegation for World Semiconductor Council proceedings. Mr. Talwalkar holds a Bachelor of Science degree in electrical engineering from Oregon State University. Director Qualifications: Mr. Talwalkar brings to the Board extensive CEO experience and significant public company technology industry experience. He also provides the Board with valuable public board governance insight from his past and present board service. Elizabeth W. Vanderslice Director since February 2022 Age: 62 Board Committees: Member of Compensation and Leadership Resources Committee and Nominating and Corporate Governance Committee Ms. Vanderslice has served as a partner at Trewstar Corporate Board Services, a firm specializing in corporate board placements and governance advisory services, since February 2019. She served on the board of Xilinx, Inc. from December 2000 through its acquisition by AMD in February 2022. Ms. Vanderslice also serves on the boards of AESC Group Ltd. and Univers Holdings, both private companies. From 1999 to 2001, Ms. Vanderslice served as a general manager of Lycos, Inc. (Lycos) through its acquisition. From 1996 to 1999, Ms. Vanderslice was CEO of Wired Digital, Inc. (Wired Digital), a spin-off of Wired Ventures, Inc. (Wired Ventures), and a member of the boards of both Wired Digital and Wired Ventures before leading the company's acquisition by Lycos. Prior to joining Wired Digital in early 1995, Ms. Vanderslice served as a principal in the investment banking firm Sterling Payot Company, which raised the capital to launch Wired Magazine. She was also a Vice President at H.W. Jesse & Co. (a San Francisco investment banking firm). In addition, she worked for the IBM Corporation from 1986-1990. Ms. Vanderslice holds a Master of Business Administration from the Harvard Business School and a Bachelor of Science degree in computer science from Boston College. She is an Aspen Institute Henry Crown Fellow and was a member of the Young Presidents' Organization and the World Presidents' Organization. Ms. Vanderslice has also served as a Trustee of Boston College since 2010. Director Qualifications: Ms. Vanderslice brings over 25 years of board and general management experience in the technology industry, including 21 years as a member of the Xilinx board, CEO of an internet company, and a background in computer science and systems engineering. Board Demographics In addition to bringing a diversity of highly relevant experiences, educations and skills, our Board also brings their diverse backgrounds. We believe these diverse perspectives provide strong oversight and valuable insight as AMD scales key growth businesses. The demographic information provided below is based on voluntary self-identification by each director nominee. Director Nominees Gender Diversity Director Nominees Racial/Ethnic Diversity 50% Women 50% Racially/Ethnically Diverse Former Directorships in Public Companies in the Last Five Years The table below sets forth the list of public companies on which our director nominees formerly served over the last five years including the name of the company and duration of service. Our director nominees do not currently serve on the boards of the companies listed below. Director Name of the Company Term of Past Directorship Nora M. Denzel Telefonaktiebolaget LM Ericsson 2013-2023 Talend SA 2017-2021 SUSE S.A. 2021-2023 Michael P. Gregoire Smartsheet, Inc. 2019-2025 Joseph A. Householder Infraestructura Energetica Nova, S.A.B. de C.V. 2013-2020 John W. Marren Poshmark, Inc. 2018-2022 Lisa T. Su Analog Devices, Inc. 2012-2020 Cisco Systems, Inc. 2020-2023 Elizabeth W. Vanderslice Xilinx, Inc. 2000-2022 Consideration of Stockholder Nominees for Director The policy of the Nominating and Corporate Governance Committee is to consider properly submitted stockholder nominations for candidates to serve on the Board. Pursuant to our bylaws, stockholders who wish to nominate persons for election to the Board at our 2027 annual meeting of stockholders must (i) be a stockholder of record, both when they give us notice and at our 2027 annual meeting, (ii) be entitled to vote at our 2027 annual meeting and (iii) comply with the notice provisions in our bylaws. A stockholder's notice must be delivered to our Corporate Secretary not less than 90 days nor more than 120 days before the anniversary date of the immediately preceding annual meeting. For our 2027 annual meeting of stockholders, the notice must be delivered between January 13, 2027 and February 12, 2027. However, if our 2027 annual meeting of stockholders is not held within 30 days of May 13, 2027, the stockholder's notice must be delivered no later than the close of business on the tenth day following the earlier of the day on which the first public announcement of the date of our 2027 annual meeting was made or the day the notice of our 2027 annual meeting is mailed. The public announcement of an adjournment or postponement of our 2027 annual meeting of stockholders will not trigger a new time period (or extend any time period) for the giving of a stockholder notice as described in this proxy statement. Notwithstanding the foregoing, if the number of directors to be elected to the Board at an annual meeting is increased and we do not make a public announcement naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year's annual meeting, the stockholder's notice will be considered timely, but only with respect to nominees for any new positions created by the increase, if it is delivered to our Corporate Secretary not later than the close of business on the tenth day following the day on which we first make such public announcement. The Chair of our Annual Meeting will determine if the procedures in the bylaws have been followed, and if not, declare that the nomination be disregarded. If the nomination was made in accordance with the procedures in our bylaws, the Nominating and Corporate Governance Committee will apply the same criteria in evaluating the nominee as it would any other Board nominee candidate and will recommend to the Board whether or not the stockholder nominee should be nominated by the Board and included in our proxy statement. These criteria are described below in the description of the Nominating and Corporate Governance Committee in the section entitled "Meetings and Committees of the Board of Directors-Board Committees." The nominee must be willing to provide a written questionnaire, representation and agreement, if requested by us, and any other information reasonably requested by us in connection with our evaluation of the nominee's independence. In addition, our bylaws permit certain of our stockholders who have beneficially owned 3% or more of our outstanding common stock continuously for at least three years to submit nominations to be included in our proxy materials for up to 20% of the total number of directors then serving, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the bylaws. Notice of proxy access director nominations must be delivered to our principal executive offices at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, no earlier than 150 days or no later than 120 days prior to the first anniversary of the date the proxy materials were released in connection with the preceding year's annual meeting. For our 2027 annual meeting of stockholders, the notice must be delivered between October 28, 2026, and no later than the close of business on November 27, 2026. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. Communications with the Board or Non-Management Directors Anyone who wishes to communicate with our Board or with non-management directors may send their communications in writing to Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary or send an email to [email protected] . Our Corporate Secretary will forward all of these communications to our Chair of the Board. Required Vote At our Annual Meeting, our directors will be elected using a majority vote standard with respect to uncontested elections, such as this election. This standard requires that each director receive the affirmative vote of a majority of the votes cast. A majority of the votes cast means that the number of votes cast "for" a director must exceed the number of votes cast "against" that director. Abstentions and broker non-votes will have no effect on the outcome of these director elections. Each director nominee has submitted a written resignation that will be effective if he or she does not receive a majority of the votes cast for such director and the resignation is accepted by the Nominating and Corporate Governance Committee, another authorized Board committee or the Board. Recommendation of the Board Directors The Board of Directors unanimously recommends that you vote FOR each of the director nominees. Unless you vote otherwise, your proxy will vote FOR the proposed nominees. CORPORATE GOVERNANCE The Board has adopted Governance Principles to address significant corporate governance matters. The Governance Principles provide a framework for our corporate governance matters and include topics such as Board and Board committee composition and evaluation. The Nominating and Corporate Governance Committee is responsible for reviewing the Governance Principles and recommending any changes to the Governance Principles to the Board. Independence of Directors The Governance Principles provide that a substantial majority of the members of the Board must meet the criteria for independence as required by applicable law and the listing rules of the Nasdaq Stock Market ("Nasdaq"). Among other criteria, no director qualifies as independent unless the Board determines that the director has no direct material relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. On an annual basis, the Board undertakes a review of director independence. The Board determined that all directors who served during fiscal 2025 and all of our director nominees, other than Dr. Su, are independent in accordance with SEC and Nasdaq rules. In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between each director, or any member of his or her immediate family, and us or one of our subsidiaries or affiliates based on information provided by the director, our records and publicly available information. All of the reviewed transactions and arrangements were entered into in the ordinary course of business and none of the transactions or arrangements involved an amount that (i) exceeded the greater of 5% of the recipient entity's revenues or $200,000 with respect to transactions where a director or any member of his or her immediate family or spouse served in any capacity other than as a director of a publicly held corporation or (ii) exceeded $10,000 with respect to professional or consulting services provided by entities at which our directors serve as professors or employees. The Board determined that none of our directors currently has or has had any direct or indirect material interest in any transactions and arrangements that would interfere with their exercise of independent judgment as members of the Board. The Board has reviewed Ms. Denzel's appointment to the board of directors of Sony Group Corporation ("Sony"). Given that the relationship with Sony arises only as a result of Ms. Denzel's position as an independent director and no other financial, personal or other relationships exist, the Board has determined that this relationship does not impair her exercise of independent judgment in carrying out her responsibilities as a director. Ms. Denzel will be recused from any and all discussions at the Board that involve Sony. Mr. Durcan served as a member of the Board during part of the fiscal year ended December 27, 2025, with his term ending at our 2025 annual meeting of stockholders. The Board also determined that each of the members of the Audit and Finance, Nominating and Corporate Governance and Compensation Committees are independent in accordance with SEC and Nasdaq rules. Compensation Committee Interlocks and Insider Participation For fiscal 2025, the Compensation Committee was comprised of Ms. Vanderslice and Messrs. Gregoire and Talwalkar. Mr. Durcan served as a member of the Compensation Committee during part of the fiscal year ended December 27, 2025. None of the members of the Compensation Committee, including Mr. Durcan, is or has been an executive officer or employee of AMD. In addition, none of our executive officers serves on the board of directors or compensation committee of a company which has an executive officer who serves on our Board or Compensation Committee. Board Leadership Structure The Governance Principles permit the roles of Chair of the Board and Chief Executive Officer to be filled by the same or different individuals, based on our needs, best practices and the interests of our stockholders. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon our needs and the Board's assessment of its leadership from time to time. The Board has the experience of functioning effectively with both structures. Dr. Lisa Su, our President and Chief Executive Officer, serves as Chair of our Board. Ms. Nora Denzel, who is independent in accordance with SEC and Nasdaq rules, serves as our Lead Independent Director. The Board concluded that appointing Dr. Su to the role of Chair of the Board is the most appropriate leadership structure for AMD and best positions AMD to be innovative, compete successfully, and advance stockholder interests in the current environment. The Board believes that Dr. Su's leadership of AMD's business strategy, day-to-day operations, and risk management practices gained through multiple leadership positions (including as our President and Chief Executive Officer since October 2014) enables her to provide effective leadership to the Board. The Board consists entirely of independent directors, other than Dr. Su, and continues to exercise a strong, independent oversight function, with fully independent committees and a strong Lead Independent Director. Ms. Denzel, as Lead Independent Director, facilitates the Board's oversight of management, promotes communication between management and our Board, engages with stockholders as required, and leads consideration of key governance matters. Ms. Denzel brings a wealth of diverse experience to our Board as Lead Independent Director. She has significant governance, risk management, and financial experience given her prior service as a public company CEO and various Senior Vice-President roles of a Fortune 50 company, which are relevant in her role as Lead Independent Director. The education and experience Ms. Denzel acquired through her board service at eight public companies over the past decade is useful in her oversight. In addition, she has demonstrated her commitment to exemplary board governance by earning a CERT Certificate in Cybersecurity Oversight conferred by Carnegie Mellon University and the National Association of Corporate Directors ("NACD"). She is NACD Directorship Certified and currently serves on the board of the NACD. Ms. Denzel's expertise, strong corporate governance experience, leadership skills and deep commitment to serve as Lead Independent Director, well positions Ms. Denzel to provide assertive, independent leadership and oversight to the Board. As Lead Independent Director, Ms. Denzel fulfills the following functions: coordinates the activities of our independent directors; calls meetings of the independent directors and chairs the executive sessions of the independent directors; ensures there is full and candid communication between the independent directors and other members of the Board and AMD's management; sets and approves the agendas with the Chair of the Board, for each Board meeting, approves meeting schedules to ensure sufficient time for discussion of all agenda items, and determines who attends Board meetings, including management and outside advisors; consults with the Chair of the Board and committee chairs regarding topics of the Board; leads the Board's annual CEO performance evaluation; leads the annual performance evaluation of the Board; coordinates the Board's oversight of CEO succession planning; is available for consultation and meets with stockholders or other external parties; authorizes retention of outside counsel and other consultants or advisors who report directly to the Board; and performs other functions and duties as our independent directors may require from time to time. Ms. Denzel also chairs the Nominating and Corporate Governance Committee, and provides input on the Board's governance processes, including developing recommendations for Board succession planning, committee structure and composition. The Board recognizes the importance of the Company's leadership structure to our stockholders and will continue to review, discuss and determine the leadership structure of the Board, including the Chair, that best meets AMD's evolving needs. Risk Oversight The Board's role in risk oversight is consistent with our leadership structure, with our Chief Executive Officer and other members of management having responsibility for day-to-day risk management activities and processes, and our Board and its committees being actively involved in overseeing our risk management process. We engage in activities that seek to take calculated risks that protect the value of our existing assets and create new or future value. The Board and management consider "risk" for these purposes to be the possibility of an undesired occurrence that could threaten the success of the Company, result in a material destruction of our assets or stockholder value, or materially impact our long-term performance. Examples of the types of risks faced by us include: business-specific risks related to our ability to develop new products and services, our strategic position in key existing and new markets, our operational execution and infrastructure, our relationships with our third-party manufacturing suppliers and competition in the microprocessor and graphics markets; Corporate Governance (continued) macroeconomic risks, such as adverse global economic conditions and global geo-political events; and "event" risks, such as the impact of COVID-19, natural disasters and cybersecurity threats. Management is responsible for day-to-day risk management activities and processes. Members of senior management participate in the identification and assessment of the inherent risks that potentially could impact our business and develop processes and controls designed to monitor and mitigate those risks. Our Chief Executive Officer has ultimate responsibility for management of our business, including identification of enterprise- level risks and the risk management program and processes. The Company has a dedicated enterprise risk management function that closely works with our Board, CEO and senior management to assess risks, track the mitigation strategies of each relevant risk and highlight emerging risks that could pose a significant threat to the business. We also have a Chief Compliance Officer who reports directly to our General Counsel. The Chief Compliance Officer is responsible for the Company's global corporate compliance program, consisting of comprehensive legal and regulatory policies and procedures, that includes employee training on how to implement and comply with them. In fulfilling its oversight role, the Board focuses on understanding the nature of our enterprise risks, including risks in our operations, finance and strategy, organization, compliance and external exposures as well as the adequacy of our risk assessment and risk management processes. The Board has implemented a risk oversight model and periodically receives reports and updates from management and the enterprise risk management function. The risk oversight model includes an assessment of the impact, likelihood, and velocity of each identified risk to aid in strategic decision making. At least annually, the Board discusses with management the appropriate level of risk relative to our strategy and objectives and reviews with management our existing risk management processes and their effectiveness. The Board also receives periodic management updates on our operations, organization, financial position and results and strategy and, as appropriate, discusses and provides feedback with respect to risks related to these topics. The existence and efficacy of risk mitigation and control plans and processes are further validated by the Company's internal audit function. In addition, the Board receives full reports from the following Board committee chairs regarding each committee's considerations and actions related to the specific risk topics over which the committee has oversight: The Audit and Finance Committee assists the Board in overseeing our enterprise risk management process, including the Company's financial and information technology (including security and cybersecurity) risk exposures; reviews our portfolio of risk; discusses with management significant financial, reporting, regulatory and legal compliance risks in conjunction with enterprise risk exposures as well as risks associated with our capital structure; and reviews our policies with respect to risk assessment and risk management and the actions management has taken to limit, monitor and control financial and enterprise risk exposure. The Audit and Finance Committee meets with members of our Internal Audit department and the Ethics, Risk and Compliance department to discuss any issues that warrant attention including the periodic review of emerging risks or regulations that are actively monitored. The Audit and Finance Committee also regularly reviews the adequacy of the Company's financial disclosures including those relating to risk. On an annual basis, the Audit and Finance Committee receives a report from its independent cybersecurity advisor. In addition, our Chief Risk and Compliance Officer attends all quarterly Audit and Finance Committee meetings. The Compensation Committee oversees risk management as it relates to our compensation policies and practices applicable to all employees. It reviews with management whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could be reasonably likely to have a material adverse effect on us. For additional details, see "Executive Compensation Policies and Practices," below. Additionally, the Compensation Committee oversees organizational risks, including leadership succession, talent capacity, capabilities, attraction, retention and culture and regularly engages with outside advisors to benchmark best practices for compensation program design and effectiveness. The Nominating and Corporate Governance Committee considers potential risks related to the effectiveness of the Board, including succession planning for the Board, committee structure and composition, our overall governance and Board structure and matters related to environmental and social issues. The Innovation and Technology Committee assists the Board in its oversight responsibilities relating to technical and market risks associated with product development and investment, sourcing strategy, as well as risk mitigation policies and procedures relating to products based on new technology or significant innovations to existing technology. The Company's risk oversight framework also aligns with our disclosure controls and procedures. We have a Disclosure Committee comprised of senior management including, among others, our Chief Accounting Officer, General Counsel, Chief Sales Officer, Chief Commercial Officer, Chief Strategy Officer, Chief Technology Officer, and Director of Internal Audit. The Disclosure Committee reviews our public filings including quarterly and annual financial statements and related disclosures. Code of Ethics The Board has adopted a code of ethics that applies to all directors and employees titled the "Global Code of Conduct," which is designed to help directors and employees resolve ethical issues encountered in the business environment. The Global Code of Conduct covers topics such as conflicts of interest, compliance with laws (including anti-corruption laws), fair dealing, protecting our property and confidentiality of our information and encourages the reporting of any behavior not in accordance with the Global Code of Conduct. The Board has also adopted a "Code of Ethics" for our executive officers and all other senior finance executives. The Code of Ethics covers topics such as financial reporting, conflicts of interest and compliance with laws, rules, regulations and our policies. Insider Trading Policy AMD has adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS The table below shows the current chairs and membership of the Board and Board committees, the independence status of each Board member, and the number of Board and Board committee meetings held during fiscal 2025. Director Board of Directors Audit and Finance Committee Compensation and Leadership Resources Committee Innovation and Technology Committee Nominating and Corporate Governance Committee Nora M. Denzel* • • C Michael P. Gregoire • C • Joseph A. Householder** • C • John W. Marren • • KC McClure**** • • Jon A. Olson** • • Lisa T. Su*** C Abhi Y. Talwalkar • • C Elizabeth W. Vanderslice • • • Number of 2025 Meetings 7 8 6 4 4 C Chair • Member * Lead Independent Director ** Financial Expert *** Non-Independent Director **** Ms. McClure was appointed to the board on January 16, 2026. Board Meetings and Attendance The Board held seven meetings during 2025 and all members of the Board attended at least 75 percent of the meetings of the Board and Board committees on which they served. In addition, on at least an annual basis, the Board and management discuss our strategic direction, new business opportunities and product roadmap. Independent and non-management directors also meet regularly in scheduled executive sessions without our Chief Executive Officer and other members of senior management. In addition to these formal meetings, members of our Board informally interact with senior management (including our Chief Executive Officer), industry leaders and customers on a periodic basis. In 2025, sessions of only our non-employee directors were held nine times. Board Committees The Board has four standing committees: Audit and Finance, Compensation and Leadership Resources, Innovation and Technology, and Nominating and Corporate Governance. The members of the Board committees and their Chairs are nominated by the Nominating and Corporate Governance Committee and appointed by the Board. Each of the Board committees has adopted a written charter, which has been approved by the Board. You can access our current bylaws, committee charters, the Governance Principles, the Global Code of Conduct and the Code of Ethics on the Investor Relations pages of our website at https://www.amd.com or ir.amd.com. Audit and Finance Committee. The Audit and Finance Committee assists the Board with its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and regulatory requirements, risk assessment, the performance of our internal audit function, our financial affairs and policies and the nature and structure of major financial commitments. The Audit and Finance Committee is also directly responsible for the appointment, independence, compensation, retention and oversight of the work of our independent registered public accounting firm, which reports directly to the Audit and Finance Committee. The Audit and Finance Committee meets alone with our senior management, our financial, legal and internal audit personnel and with our independent registered public accounting firm, which has free access to the Audit and Finance Committee. The head of our Internal Audit Department reports directly to the Chair of the Audit and Finance Committee and "dotted-line" to our Chief Financial Officer and serves a staff function for the Audit and Finance Committee. The Audit and Finance Committee is currently chaired by Mr. Householder and consists of Mr. Marren, Ms. McClure, who was appointed in January 2026, and Mr. Olson, until his retirement in May 2026, as members. Each member is considered financially literate and Meetings and Committees of the Board of Directors (continued) independent under applicable SEC and Nasdaq rules. Messrs. Householder and Olson are also each considered to be an audit committee financial expert, as defined under applicable SEC rules. The Audit and Finance Committee held eight meetings during 2025. Compensation and Leadership Resources Committee. The Compensation Committee assists the Board in its responsibilities relating to the compensation of all Section 16 officers, members of the Board and such other employees as delegated from time to time by the Board. In consultation with management, the Board and the Compensation Committee's compensation consultant, the Compensation Committee designs, recommends to the Board for approval and evaluates our compensation plans, policies and programs. In addition, the Compensation Committee provides guidance on our talent management and development programs, including but not limited to those regarding talent acquisition, retention, talent development, succession planning, career progression, culture, and diversity and inclusion. With respect to our Section 16 officers, the Compensation Committee reviews and approves all grants to the Board, our executive officers, senior vice presidents, and Section 16 officers under our equity plans. To the extent permitted by its charter, the Compensation Committee may delegate certain authority and certain responsibilities to one or more of its members, our officers or a subcommittee of the Compensation Committee. The Compensation Committee aims to structure our compensation program to encourage high performance, promote accountability and align employee interests with our strategic goals and with the interests of our stockholders. The Compensation Committee also oversees risk management as it relates to our compensation policies and practices for employees generally. The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. During 2025, the Compensation Committee retained Compensia, Inc. ("Compensia"), a national compensation consulting firm, as its independent compensation consultant to provide assistance on executive and director compensation matters. Compensia advised the Compensation Committee on a variety of compensation-related matters in 2025, including: the competitiveness of our executive compensation program by providing market review of executive compensation, evaluating our compensation peer group composition and compensation at our compensation peer group companies; the pay levels of our executive officers by assessing and proposing equity and cash compensation guidelines for various executive job levels and assessing compensation levels for our executive officers; our executive compensation program design, including short-term and long-term incentive plan design and pay mix, the framework for our long-term incentive awards and our retention strategies, and evaluation of our compensation recovery (i.e., "clawback") policies; and the compensation arrangements for the non-management members of our Board. The Compensation Committee is supported in its work by members of our management team, including: (i) Dr. Su, our Chair, President and Chief Executive Officer; (ii) our Senior Vice President, Chief Administrative Officer; (iii) our Senior Vice President, Chief Human Resources Officer; (iv) our Senior Vice President, General Counsel and Corporate Secretary; and (v) our Corporate Vice President, Compensation and Benefits. The Compensation Committee considers the input of these individuals to formulate the specific plan and award designs, including performance measures and performance levels, necessary to align our executive compensation program with our business objectives and strategies as well as strategies relating to talent management and development. These individuals did not attend either executive sessions or portions of any meetings of the Compensation Committee or our Board where their own compensation determinations were decided. Dr. Su does not participate in the determination of her own compensation. The Compensation Committee is currently chaired by Mr. Gregoire and consists of Ms. Vanderslice and Mr. Talwalkar as members. During the fiscal year ended December 27, 2025, Mr. Durcan served on the Compensation Committee until his term as a director ended at the 2025 annual meeting of stockholders. Each member is, and Mr. Durcan was, considered independent under applicable SEC and Nasdaq rules. The Compensation Committee held six meetings during 2025. Innovation and Technology Committee. The Innovation and Technology Committee assists the Board in its oversight responsibilities regarding matters of innovation and technology. The Innovation and Technology Committee Meetings and Committees of the Board of Directors (continued) is responsible for reviewing, evaluating and making recommendations to the Board regarding our major technology plans, strategies and intellectual property, including our research and development activities, as well as the technical and market risks associated with product development and investment and protection of the Company's intellectual property; reviewing, evaluating and making recommendations regarding talent and skills of our workforce supporting our technology and research and development activities; monitoring the performance of our technology development in support of our overall business strategy; monitoring and evaluating existing and future trends in technology that may affect our strategic plans, including monitoring overall industry trends; and assessing our risk mitigation policies and procedures relating to products based on new technology or significant innovations to existing technology. The Innovation and Technology Committee is currently chaired by Mr. Talwalkar and consists of Ms. Denzel and Mr. Gregoire as members. During the fiscal year ended December 27, 2025, Mr. Durcan served on the Innovation and Technology Committee until his term as a director ended at the 2025 annual meeting of stockholders. The Innovation and Technology Committee held four meetings during 2025. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the Board in its responsibilities regarding the identification of qualified candidates to become Board members, the selection of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected), the selection of candidates to fill any vacancies on the Board and the development and recommendation to the Board of corporate governance guidelines and principles, including the Governance Principles, as well as matters related to corporate responsibility, practices and reporting. In addition, the Nominating and Corporate Governance Committee oversees the Board's annual review of its performance (including its composition and organization) and leads a process for our non-employee directors to evaluate the performance of our Chief Executive Officer. The Nominating and Corporate Governance Committee retains a search firm for the purpose of obtaining information regarding potential candidates for Board membership. The Nominating and Corporate Governance Committee is currently chaired by Ms. Denzel and consists of Ms. Vanderslice and Mr. Householder. Mr. Gregoire served on the Nominating and Corporate Governance Committee until May 2025. Each member is, and Mr. Gregoire was, considered independent under applicable SEC and Nasdaq rules. The Nominating and Corporate Governance Committee held four meetings during 2025. In evaluating candidates to determine if they are qualified to become Board members, the Nominating and Corporate Governance Committee looks principally for the following attributes: personal and professional character, integrity, ethics and values; diversity and inclusion; general business experience and leadership profile, including experience in corporate management, such as serving as an officer or former officer of a publicly held company; strategic planning abilities and experience; aptitude in accounting and finance; expertise in domestic and international markets; experience in our industry and with relevant social policy concerns; understanding of relevant technologies; expertise in an area of our operations; communication and interpersonal skills; and practical and mature business judgment. The Nominating and Corporate Governance Committee also considers Board members' and nominees' service on the boards of other public companies. In an effort to foster and maintain a diversity of viewpoints on the Board, the Nominating and Corporate Governance Committee will monitor the mix of skills, backgrounds, and experience of Board members and assess potential candidates in the context of the current make-up of the Board and the needs of the Company. Further, other than when the Company is obligated by contract or otherwise, the initial list of candidates from which new management-supported Director nominees are chosen shall include qualified candidates from a variety of racial/ethnic and gender backgrounds. Any third-party consultant asked to furnish such a list of candidates will be instructed to include such candidates. Communications from Stockholders to Directors The Board recommends that stockholders initiate communications with the Board, the Chair, or any Board committee by writing to our Corporate Secretary at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054 or by email to [email protected] . This process assists the Board in reviewing and responding to stockholder communications. The Board has instructed our Corporate Secretary to review correspondence directed to the Board and, at the Corporate Secretary's discretion, to forward items that are appropriate for the Board's consideration. INVESTOR ENGAGEMENT Our relationship with our stockholders is an important part of our company's success and we have a long tradition of engaging with our stockholders and obtaining their perspectives. During 2025, our integrated outreach team, led by our Investor Relations group and executive compensation team, engaged with approximately 35% of our total shares outstanding and approximately 68% of our top 100 largest stockholders to discuss a wide variety of issues. We believe that our approach to engaging openly with our investors on topics such as financial issues, corporate governance, diversity and inclusion, executive compensation, and corporate responsibility drives increased corporate accountability, improves decision-making, and ultimately creates long-term value. We are committed to: Accountability. Maintain leading corporate governance practices to ensure good oversight, accountability, and good decision-making. Engagement. Proactively engage with stockholders and stakeholder groups in dialogue on a range of topics to solicit feedback and identify emerging trends and issues to inform our thinking and approach. Transparency. Maintain high levels of transparency on a range of financial and corporate responsibility matters to build trust and sustain two-way stakeholder dialogue that supports our business strategy and success. In addition to our regular engagements, we hold a series of meetings every year with many of our institutional stockholders focused on compensation practices, corporate responsibility, environmental, social and governance issues as well as diversity and inclusion, among other topics. We pursue multiple avenues for stockholder engagement, including in-person and virtual meetings with our stockholders, participating at various conferences, and issuing periodic reports on our activities. Through these activities, we discuss and receive input, provide additional information, and address questions on our corporate strategy, executive compensation programs, corporate governance, and other topics of interest to our stockholders. These engagement efforts with our stockholders allow us to better understand our stockholders' priorities and perspectives and provide us with useful input. We actively engage with our stockholders on a year-round basis and remain active outside of proxy season as well. Feedback from these engagements is provided to the Board who in turn decides whether enhancements to our company's policies and practices are required to meet stockholder expectations relating to current issues or emerging trends.

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