26 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: 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.
−Removed: In connection with this implementation, we modified the design and documentation of our internal control processes and procedures relating to the new system.
−Removed: 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.
−Removed: 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.
+Added: 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.
OTHER INFORMATION
4 unchanged sentences
Rule 10b5-1* Non-Rule 10b5‑1**
−Removed: Chair, President and Chief Executive Officer Adopt November 20, 2023 X 834,226 December 5, 2024
+Added: Chair, President and Chief Executive Officer Adopt December 2, 2024 X 750,000 December 10, 2025
Mark Papermaster
−Removed: Executive Vice President, Chief Technology Officer Adopt November 15, 2023 X 97,756 November 15, 2024
+Added: Executive Vice President, Chief Technology Officer Adopt November 5, 2024 X 173,006 December 31, 2025
* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
3 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
+Added: 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.
+Added: A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
The information under the captions “Item 1—Election of Directors” (including “Consideration of Stockholder Nominees for Director”), “Corporate Governance,” “Meetings and Committees of the Board of Directors,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement for our 2025 annual meeting of stockholders (our 2025 Proxy Statement) is incorporated herein by reference.
2 unchanged sentences
EXECUTIVE COMPENSATION
−Removed: 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.
+Added: The information under the captions “Compensation Committee Interlocks and Insider Participation,” “Directors’ Compensation and Benefits” (including “2024 Non-Employee Director Compensation”), “Compensation Discussion and Analysis,” “Executive Compensation” (including “2024 Summary Compensation Table,” “2024 Nonqualified Deferred Compensation,” “Outstanding Equity Awards at 2024 Fiscal Year-End,” “Grants of Plan-Based Awards in 2024” and “Option Exercises and Stock Vested in 2024,” “Severance and Change in Control Arrangements” and “Chief Executive Officer Pay Ratio”), and “Compensation and Leadership Resources Committee Report” in our 2025 Proxy Statement is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
23 unchanged sentences
dated October 26, 2020, filed as exhibit 2.1 to AMD’s Current Report on Form 8-K dated October 26, 2020, is hereby incorporated by reference.
−Removed: 3.1 Amended and Restated Certificate of Incorporation of Advanced Micro Devices, Inc., dated May 2, 2018, filed as Exhibit 3.1 to AMD’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, is hereby incorporated by reference.
+Added: S tock Purchase Agreement dated as of August 17, 2024, by and among Advanced Micro Devices, Inc., ZT Group Int ’ l, Inc., the Sellers listed therein and Frank Zhang, as the repre sentative of the Sellers, fi led as Exhibit 2.1 to AMD ’ s Current Report on Form 8-K dated August 1 9 , 2024, is hereby incorporated by reference.
+Added: 3.1 Amended and Restated Certificate of Incorporation of Advanced Micro Devices, Inc., dated May 2, 20 18 , filed as Exhibit 3.1 to AMD’s Quarterly Report on Form 10 -Q f or the period ended June 30, 2018 , is hereby incorporated by reference.
3.2 Advanced Micro Devices, Inc.
−Removed: 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 .
+Added: Amended and Restated Bylaws, as amended on F ebruary 13, 2024 filed as Exhibit 3.
+Added: 1 to AMD’s C urrent Report on Form 8 -K dated February 20 , 2024 , is hereby incorporated by reference.
4.1 Description of Advanced Micro Devices, Inc.
7 unchanged sentences
and Wells Fargo Bank N.A., dated September 23, 2016, filed as Exhibit 4.1 to AMD's Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 2016, is hereby incorporated by reference.
−Removed: 4.5 Fourth Supplemental Indenture governing the Xilinx 2.950% Senior Notes Due 2024, by and among Xilinx, Inc., Advanced Micro Devices, Inc.
−Removed: Bank Trust Company, National Association, dated February 14, 2022, filed as Exhibit 4.1 to AMD’s Current Report on Form 8-K dated February 14, 2022, is hereby incorporated by reference.
4.5 Second Supplemental Indenture governing the Xilinx 2.2375% Senior Notes due 2030, by and among Xilinx, Inc., Advanced Micro Devices, Inc.
54 unchanged sentences
*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.
−Removed: *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.
+Added: *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.
*10.36 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.
10 unchanged sentences
*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.
−Removed: *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.
+Added: *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.
*10.44 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.
*10.45 Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive Plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020, is hereby incorporated by reference.
−Removed: **10.46 Wafer Supply Agreement, among Advanced Micro Devices, Inc., The Foundry Company and AMD Fab Technologies US, Inc., dated March 2, 2009, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2020, is hereby incorporated by reference .
−Removed: Wafer Supply Agreement Amendment No.
−Removed: 1, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc., GLOBALFOUNDRIES U.S.
−Removed: and GLOBALFOUNDRIES Singapore.
−Removed: Ltd., dated March 29, 2011, filed as Exhibit 10.2 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2020, is hereby incorporated by reference.
−Removed: Wafer Supply Agreement Amendment No.
−Removed: 2, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc., GLOBALFOUNDRIES U.S.
−Removed: 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 26 , 2020, is hereby incorporated by reference.
−Removed: Wafer Supply Agreement Amendment No.
−Removed: 3, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc.
−Removed: and GLOBALFOUNDRIES U.S.
−Removed: 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 .
−Removed: Wafer Supply Agreement Amendment No.
−Removed: 4, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc.
−Removed: and GLOBALFOUNDRIES U.S.
−Removed: 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.
−Removed: Wafer Supply Agreement Amendment No.
−Removed: 5, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc.
−Removed: and GLOBALFOUNDRIES U.S.
−Removed: 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.
−Removed: Wafer Supply Agreement Amendment No.
−Removed: 6, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES, Inc.
−Removed: 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.
−Removed: **10.53 Wafer Supply Agreement Amendment No.
−Removed: 7, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES Inc.
−Removed: and GLOBALFOUNDRIES U.S.
−Removed: Inc., dated January 28, 2019, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019, is hereby incorporated by reference.
10.46 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.
−Removed: *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.
+Added: 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.
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.
Form of Stock Option Agreement for Senior Vice Presidents and Above under the 2004 Equity Incentive plan, filed as Exhibit 10.3 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.
−Removed: Amended and Restated Wafer Supply Agreement Amendment No.
−Removed: 7, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES, Inc.
−Removed: and GLOBALFOUNDRIES U.S.
−Removed: Inc., dated as of May 12, 2021, filed as Exhibit 10.4 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2021, is hereby incorporated by reference.
−Removed: First Amendment to Amended and Restated Wafer Supply Agreement No.
−Removed: 7, among Advanced Micro Devices, Inc., GLOBALFOUNDRIES, Inc.
−Removed: and GLOBALFOUNDRIES U.S.
−Removed: 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.
10.50 Credit Agreement dated as of April 29, 2022 by and among Advanced Micro Devices, Inc.
as borrower, the lenders referred to therein, as lenders, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and an issuing lender, filed as Exhibit 10.1 to AMD’s Current Report on Form 8-K dated April 29, 2022, is hereby incorporated by reference.
−Removed: *10.61 Xilinx, Inc.
2007 Equity Incentive Plan, effective as of January 1, 2007, filed as Exhibit 10.1 to AMD’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022, is hereby incorporated by reference.
2 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.
−Removed: *10.64 Form of Performance- B ased Restricted Stock Unit Agreement for Senior Vice Presidents and Above under the Xilinx, Inc.
+Added: Form of Performance-Based 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.
9 unchanged sentences
Advanced Micro Devices, Inc.
−Removed: 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.
+Added: 2023 Equity Incentive Plan, filed as Exhibit A to AMD’s Definitive Proxy Statement 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.
−Removed: 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.
+Added: Form of Performance-Based 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.
10.64 First Amendment to Credit Agreement, dated as of September 22, 2023, among Advanced Micro Devices, Inc.
2 unchanged sentences
Amendment to Advanced Micro Devices, Inc.
−Removed: Executive Incentive Plan dated as of February 23, 2022 .
−Removed: Form of Change of Control Agreement ,
−Removed: Intellectual Property Cross-Li c ense Agreement between Advanced Micro Devices, Inc.
−Removed: and Broadcom Corporation, effective as of August 25, 2008 .
−Removed: IP Core License Agreement between Ad vanced Micro Devices, Inc.
−Removed: and Broadcom Co rporation, effective as of August 25, 2008 .
+Added: Executive Incentive Plan dated as of February 23, 2022 , filed as Exhibit 10.76 to AMD ’ s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, is hereby inc orpora ted by reference.
+Added: Form of Change of Control Agreement , filed as Exhibit 10.77 to AMD ’ s Annual Report on Form 10-K for the fiscal year e nded December 30, 202 3, is hereby incorporated by reference ,
+Added: Intellectual Property Cross-License Agreement between Advanced Micro Devices, Inc.
+Added: and Broadcom Corporation, effective as of August 25, 2008 , filed as Exhi b it 10.78 to AMD ’ s An nual Report on Form 10-K for the fisc al year ended December 30, 2023, is hereby inc orporated by reference .
+Added: IP Core License Agreement between Advanced Micro Devices, Inc.
+Added: and Broadcom Corporation, effective as of August 25, 2008 , filed as Exh i bit 10.79 to AMD ’ s Annual Report on Form 10-K for the fiscal year ended Dec ember 30, 2023, is hereby incorporated by reference .
+Added: O ffer Letter and Sign-on Bonus Agreement betwee n Advanced Micro Devices, Inc.
+Added: and Philip Guido, dated Apr il 10, 2023, fi led as Ex hibit 10.1 to AMD ’ s Quarterly Report on Form 10-Q for the fi scal quarter ended June 29, 2024, is hereby incorporated by ref erence.
+Added: R etir ement Transitio n Agreement and General Release between Victor Peng and Advanced M icro Devices, Inc., dated July 30, 2024, filed as Exhibit 10.2 to AMD ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended J une 29, 2024, is hereby incorporated by reference .
+Added: O ffer Let ter, dated October 9, 2024 by and bet ween A dvanced M icro Devices, Inc.
+Added: and Philip Carter, filed as Exhibit 10.1 to A MD ’ s Current Report on Form 8-K dated November 1 8 , 2024, is hereby incor porated by re ference .
+Added: Advanced M icro Devices, Inc.
+Added: Executive Severance Plan and Summary Plan Descr iption for Executive and S enior Vice Presidents effective February 3, 20 25.
+Added: 19.1 Advanced Micro Devices , Inc.
+Added: Stock Tra d ing Policy .
21 List of AMD subsidiaries.
5 unchanged sentences
32.2 Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: C ompensation Recovery Policy adopted by the Board of Direct ors of Advanced Micro Devices, Inc., effective as of November 17, 2023 .
+Added: Compensation Recovery Policy adopted by the Board of Directors of Advanced Micro Devices, Inc., effective as of November 17, 2023 , fi led as Exhibit 97 to AMD ’ s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, is hereby incorporated by reference .
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
12 unchanged sentences
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.
−Removed: January 31, 2024 A DVANCED M ICRO D EVICES , I NC .
+Added: February 5, 2025 A DVANCED M ICRO D EVICES , I NC .
Executive Vice President, Chief Financial Officer and Treasurer
2 unchanged sentences
Su President and Chief Executive Officer
−Removed: (Principal Executive Officer), Director January 31, 2024
+Added: (Principal Executive Officer), Director February 5, 2025
/s/Jean Hu Executive Vice President, Chief Financial Officer and Treasurer
−Removed: (Principal Financial Officer) January 31, 2024
−Removed: /s/Darla Smith Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer) January 31, 2024
−Removed: * Lead Independent Director January 31, 2024
−Removed: * Director January 31, 2024
−Removed: * Director January 31, 2024
−Removed: * Director January 31, 2024
−Removed: * Director January 31, 2024
−Removed: * Director January 31, 2024
−Removed: * Director January 31, 2024
−Removed: * Director January 31, 2024
+Added: (Principal Financial Officer) February 5, 2025
+Added: Corporate Vice President, Chief Accounting Officer (Principal Accounting Officer) February 5, 2025
+Added: * Lead Independent Director February 5, 2025
+Added: * Director February 5, 2025
+Added: * Director February 5, 2025
+Added: * Director February 5, 2025
+Added: * Director February 5, 2025
+Added: * Director February 5, 2025
+Added: * Director February 5, 2025
+Added: * Director February 5, 2025
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.