What changed in this filing

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Item 9A. Controls and Procedures

2024-01-31 compared with 2023-02-27 · 65 added, 49 removed, 208 unchanged (35% of the section changed)

26 unchanged sentences

Changes in Internal Control over Financial Reporting

There has been no change in our internal controls over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

We are currently in the process of integrating the Xilinx and Pensando operations, control processes and information systems into our systems and control environment.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal controls over financial reporting during this integration.

During the year ended December 30, 2023, we completed the implementation of our new enterprise resource planning (ERP) system to help us manage our operations and financial reporting.

In connection with this implementation, we modified the design and documentation of our internal control processes and procedures relating to the new system.

Following the implementation, the changes to our control environment were validated according to our established processes and our internal controls over financial reporting continued to operate as designed.

There were no other changes in our internal controls over financial reporting during our most recently completed fiscal year that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

OTHER INFORMATION

government has designated the Russian Federal Security Service (the FSB) as a blocked party under Executive Order 13382.

In addition, the U.S.

Department of the Treasury’s Office of Foreign Assets Control has issued General License No.

1B (the OFAC General License), which generally authorizes certain licensing, permitting, certification, notification, and related transactions with the FSB as may be required for the importation, distribution, or use of information technology products in the Russian Federation.

As previously disclosed in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, Xilinx, which we acquired on February 14, 2022, previously authorized prior to such acquisition certain third-party resellers in Russia to periodically file notifications with, or apply for import licenses and permits from, the FSB on its behalf in connection with the importation of its products into the Russian Federation, as permitted under the OFAC General License.

Subsequent to February 14, 2022, but during the fiscal quarter ended March 26, 2022, third-party resellers filed additional notifications with and/or applied for import licenses and permits from the FSB on behalf of Xilinx.

During the fiscal quarter ended March 26, 2022, we and our subsidiaries, including Xilinx, suspended shipments to the Russian Federation.

There was no gross revenue or net profits of ours or any of our subsidiaries directly associated with these filing activities.

We and our subsidiaries do not sell products or provide services to the FSB.

During the quarterly period ended December 30, 2023, the following directors and officers adopted, modified or terminated 10b5-1 plans:

Title of Director or Officer

Trading Arrangement Total Shares to be Sold

Expiration Date

Rule 10b5-1* Non-Rule 10b5‑1**

Chair, President and Chief Executive Officer Adopt November 20, 2023 X 834,226 December 5, 2024

Mark Papermaster

Executive Vice President, Chief Technology Officer Adopt November 15, 2023 X 97,756 November 15, 2024

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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There were no material changes to the procedures by which stockholders may recommend nominees to our board of directors.

See also, “Part 1, Item 1-Website Access to Company Reports and Corporate Governance Documents,” above.

See also, “Part 1, Item 1-Website Access to our SEC Filings and Corporate Governance Documents,” above.

EXECUTIVE COMPENSATION

The information under the captions “Directors’ Compensation and Benefits” (including “2022 Non-Employee Director Compensation”), “Compensation Discussion and Analysis,” “Compensation Policies and Practices,” “Executive Compensation” (including “2022 Summary Compensation Table,” “2022 Nonqualified Deferred Compensation,” “Outstanding Equity Awards at 2022 Fiscal Year-End,” “Grants of Plan-Based Awards in 2022” and “Option Exercises and Stock Vested in 2022) and “Severance and Change in Control Arrangements” in our 2023 Proxy Statement is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

The information under the captions “Directors’ Compensation and Benefits” (including “2023 Non-Employee Director Compensation”), “Compensation Discussion and Analysis,” “Executive Compensation” (including “2023 Summary Compensation Table,” “2023 Nonqualified Deferred Compensation,” “Outstanding Equity Awards at 2023 Fiscal Year-End,” “Grants of Plan-Based Awards in 2023” and “Option Exercises and Stock Vested in 2023,” “Severance and Change in Control Arrangements” and “Chief Executive Officer Pay Ratio”), and “Compensation and Leadership Resources Committee Report” in our 2024 Proxy Statement is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information under the captions “Principal Stockholders,” “Security Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in our 2024 Proxy Statement is incorporated herein by reference.

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The information under the captions “Corporate Governance—Independence of Directors” and “Certain Relationships and Related Transactions” in our 2024 Proxy Statement is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information under the captions “Item 2—Ratification of Appointment of Independent Registered Public Accounting Firm—Independent Registered Public Accounting Firm’s Fees” in our 2024 Proxy Statement is incorporated herein by reference.

With the exception of the information specifically incorporated by reference in Part III of this Annual Report on Form 10-K from our 2024 Proxy Statement, our 2024 Proxy Statement will not be deemed to be filed as part of this report.

Without limiting the foregoing, the information under the captions “Compensation Committee Report” and “Audit Committee Report” in our 2023 Proxy Statement is not incorporated by reference in this Annual Report on Form 10-K.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Without limiting the foregoing, the information under the captions “Compensation and Leadership Resources Committee Report” and “Audit and Finance Committee Report” in our 2024 Proxy Statement is not incorporated by reference in this Annual Report on Form 10-K.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

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3.2 Advanced Micro Devices, Inc.

Amended and Restated Bylaws, as amended on January 29, 2021.

Amended and Restated Bylaws, as amended on January 29, 2021 filed as Exhibit 3.2 to AMD ’ s Annual Report on Form 10-K for the fiscal year ended December 26, 2020 , is hereby incorporated by reference .

4.1 Description of Advanced Micro Devices, Inc.

Common Stock, filed as Exhibit 4.1 to AMD’s Q uarterly Report on Form 10- Q for the period ended J une 25, 2022 , is hereby incorporated by reference.

Common Stock, filed as Exhibit 4.1 to AMD’s Quarterly Report on Form 10-Q for the period ended June 25, 2022, is hereby incorporated by reference.

4.2 Indenture by and among Advanced Micro Devices, Inc.

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4.7 Indenture, dated as of June 9, 2022, by and between Advanced Micro Devices, Inc.

Bank Trust Company, National Association, as trustee, filed as exhibit 4.1 to AMD’s Current Report o Form 8-K dated June 9, 2022, is hereby incorporated by reference.

Bank Trust Company, National Association, as trustee, filed as exhibit 4.1 to AMD’s Current Report on Form 8-K dated June 9, 2022, is hereby incorporated by reference.

4.8 First Supplemental Indenture, dated as of June 9, 2022, by and between the Company and U.S.

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*10.34 Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive plan, filed as Exhibit 10.103 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, is hereby incorporated by reference.

*10.35 Form of Performance-based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.104 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, is hereby incorporated by reference.

*10.35 Form of Performance- B ased Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.104 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, is hereby incorporated by reference.

*10.36 Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.105 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, is hereby incorporated by reference.

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*10.42 2004 Equity Incentive Plan, as amended and restated, dated August 21, 2019, filed as Exhibit 10.7 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2019, is hereby incorporated by reference.

*10.43 Form of Performance-based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020, is hereby incorporated by reference.

*10.43 Form of Performance- B ased Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020, is hereby incorporated by reference.

*10.44 Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020, is hereby incorporated by reference.

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2, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc., GLOBALFOUNDRIES U.S.

Inc., Advanced Technology Investment Company LLC and ATIC International Investment Company LLC, dated March 4, 2012, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26October 28, 2020, is hereby incorporated by reference.

Wafer Supply Agreement Amendment No.

1 unchanged sentence

and GLOBALFOUNDRIES U.S.

Inc., dated December 6, 2012, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26October 28, 2020, is hereby incorporated by reference .

Inc., dated December 6, 2012, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26 , 2020 , is hereby incorporated by reference .

Wafer Supply Agreement Amendment No.

1 unchanged sentence

and GLOBALFOUNDRIES U.S.

Inc., dated March 30, 2014, filed as Exhibit 10.5 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26October 28, 2020, is hereby incorporated by reference.

Inc., dated March 30, 2014, filed as Exhibit 10.5 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26 , 2020 , is hereby incorporated by reference.

Wafer Supply Agreement Amendment No.

1 unchanged sentence

and GLOBALFOUNDRIES U.S.

Inc., dated as of April 16, 2015, filed as Exhibit 10.6 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26October 28, 2020, is hereby incorporated by reference.

Inc., dated as of April 16, 2015, filed as Exhibit 10.6 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26 , 2020 , is hereby incorporated by reference.

Wafer Supply Agreement Amendment No.

6, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES, Inc.

and GLOBALFOUNDRIES U.S., Inc., dated August 30, 2016, filed as Exhibit 10.7 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26October 28, 2020, is hereby incorporated by reference.

and GLOBALFOUNDRIES U.S., Inc., dated August 30, 2016, filed as Exhibit 10.7 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26 , 2020, is hereby incorporated by reference.

**10.53 Wafer Supply Agreement Amendment No.

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10.54 Company-Provided Business Aircraft Usage and Commercial Travel by Personal Guests Policy revised as of January 25, 2021, filed as Exhibit 10.58 to AMD’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020, is hereby incorporated by reference.

*10.55 Form of Performance-based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.

*10.55 Form of Performance- B ased Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.

*10.56 Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.

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and GLOBALFOUNDRIES U.S.

Inc., dated December 23, 2021 , f iled as Exhibit 10.63 to AMD ’ s A nnual Report on Form 10-K for the year ended December 25, 2021, is here b y i nc orporated by reference .

Inc., dated December 23, 2021, filed as Exhibit 10.63 to AMD’s Annual Report on Form 10-K for the year ended December 25, 2021, is hereby incorporated by reference.

10.60 Credit Agreement dated as of April 29, 2022 by and among Advanced Micro Devices, Inc.

5 unchanged sentences

and Victor Peng dated March 8, 2022, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, is hereby incorporated by reference.

*10.64 Form of Performance-based Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the Xilinx, Inc.

*10.64 Form of Performance- B ased Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the Xilinx, Inc.

2007 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2022, is hereby incorporated by reference.

6 unchanged sentences

and Jean Hu, dated as of January 8, 2023, filed as Exhibit 10.2 to AMD’s Current Report on Form 8-K dated January 8, 2023, is hereby incorporated by reference.

18.1 Preferability Letter from Ernst & Young LLP dated February 2 7 , 2023.

Retirement Transition Agreement and General Release between Advanced Micro Devices, Inc.

and Devinder Kumar, dated as of February 15, 2023, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K/A dated January 1, 2023, is hereby incorporated by reference.

Advanced Micro Devices, Inc.

2023 Equity Incentive Plan, filed as Exhibit A to AM D ’ s Definitive Proxy S tat ement on Schedule 14A dated March 31, 2023, is hereby incorporated by reference.

Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive plan, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023, is hereby incorporated by reference.

Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive Plan, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023, is hereby incorporated by reference.

Form of Performance- B ased Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2023 Equity Incentive Plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023, is hereby incorporated by reference.

10.74 First Amendment to Credit Agreement, dated as of September 22, 2023, among Advanced Micro Devices, Inc.

as borrower, the lenders referred to therein, as lenders, Wells Fargo Securities, LLC, as sustainability structuring agent, and Wells Fargo Bank, National Association, as administrative agent, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, is hereby incorporated by reference.

10.75 Seventh Amendment to Lease between Summit Lantana Owner, LP and Advanced Micro Devices, Inc., dated as of October 27, 2023, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, is hereby incorporated by reference.

Amendment to Advanced Micro Devices, Inc.

Executive Incentive Plan dated as of February 23, 2022 .

Form of Change of Control Agreement ,

Intellectual Property Cross-Li c ense Agreement between Advanced Micro Devices, Inc.

and Broadcom Corporation, effective as of August 25, 2008 .

IP Core License Agreement between Ad vanced Micro Devices, Inc.

and Broadcom Co rporation, effective as of August 25, 2008 .

21 List of AMD subsidiaries.

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32.2 Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

C ompensation Recovery Policy adopted by the Board of Direct ors of Advanced Micro Devices, Inc., effective as of November 17, 2023 .

101.INS XBRL Instance Document -the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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* Management contracts and compensatory plans or arrangements.

** Portions of this exhibit have been omitted pursuant to a request for confidential treatment, which has been granted.

These portions have been filed separately with the SEC.

** Portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 27, 2023 A DVANCED M ICRO D EVICES , I NC .

Chair, President and Chief Executive Officer

January 31, 2024 A DVANCED M ICRO D EVICES , I NC .

Executive Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

Su President and Chief Executive Officer

(Principal Executive Officer), Director February 27, 2023

(Principal Executive Officer), Director January 31, 2024

/s/Jean Hu Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer) February 27, 2023

/s/Darla Smith Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer) February 27, 2023

* Lead Independent Director February 27, 2023

* Director February 27, 2023

Su, Attorney-in-Fact

(Principal Financial Officer) January 31, 2024

/s/Darla Smith Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer) January 31, 2024

* Lead Independent Director January 31, 2024

* Director January 31, 2024

Jean Hu, Attorney-in-Fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures