UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
___________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 12, 2016
Date of Report (Date of earliest event reported)
___________________

ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-07882
94-1692300
(State of Incorporation)

(Commission File Number)

(IRS Employer
Identification Number)
One AMD Place
P.O. Box 3453  
Sunnyvale, California 94088-3453
(Address of principal executive offices) (Zip Code)

(408) 749-4000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





    


Item 5.07 Submission of Matters to a Vote of Security Holders .

On May 12, 2016, Advanced Micro Devices, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following five proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2016 (the “Proxy”):

Proposal No. 1: Election of Directors. The following individuals were elected to the Company’s Board of Directors:
 
For
Against
Abstain
Broker   Non-votes

Bruce L. Claflin
210,471,257
6,998,835
143,211,305
262,483,304
John E. Caldwell
207,680,051
9,717,472
143,283,874
262,483,304
Nora M. Denzel
208,969,513
8,546,617
143,165,267
262,483,304
Nicholas M. Donofrio
207,571,897
8,760,586
144,348,914
262,483,304
Martin L. Edelman
338,510,094
20,773,157
1,398,146
262,483,304
Joseph A. Householder
210,731,853
5,516,663
144,432,881
262,483,304
Michael J. Inglis
211,926,263
5,460,937
143,294,197
262,483,304
Dr. Lisa T. Su
214,212,011
3,571,452
142,897,934
262,483,304
Ahmed Yahia
338,622,946
20,843,704
1,214,747
262,483,304
            

Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016
For
Against
Abstain
Broker   Non-votes

608,554,300
9,412,891
5,197,510
--


Proposal No. 3: Approval of the amendment and restatement of the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan . The Company’s stockholders approved the amendment and restatement of the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan as disclosed in the Proxy.
For
Against
Abstain
Broker   Non-votes

191,918,778
24,974,241
143,788,378
262,483,304

                       
Proposal No. 4: Approval of the amendment and restatement of the Advanced Micro Devices, Inc. Executive Incentive Plan . The Company’s stockholders approved the amendment and restatement of the Advanced Micro Devices, Inc. Executive Incentive Plan as disclosed in the Proxy.
For
Against
Abstain
Broker   Non-votes

207,094,333
9,653,568
143,933,496
262,483,304

                       
Proposal No. 5: Approval on a non-binding, advisory basis of the compensation of the Named Executive Officers (“Say-on-Pay”). The Company’s stockholders approved, on a non-binding basis, the compensation of the Named Executive Officers as disclosed in the Proxy.
For
Against
Abstain
Broker   Non-votes

194,444,776
21,811,819
144,424,802
262,483,304








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ADVANCED MICRO DEVICES, INC.
 
 
Date: May 18, 2016
 
By:
/s/ Harry A. Wolin
 
 
Name:
Harry A. Wolin
 
 
Title:
Senior Vice President and General Counsel







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