ADVANCED MICRO DEVICES, INC. (NASDAQ:AMD) Files An 8-K Other Events
Item 8.01. Other Events.
filed a Current Report on Form 8-K disclosing that on December
26, 2014, the Company received notice of a stockholder derivative
action on November 24, 2014, on the grounds that in calendar
2014, the Company granted equity awards to the Companys President
and Chief Executive Officer, Dr. Lisa Su, in excess of the per
calendar year share limit on individual awards under the Companys
2004 Equity Incentive Plan (the 2004 Plan). Rather than litigate
this technical issue, the Board of Directors of the Company (the
Board) decided to rescind and void certain performance-based
restricted stock unit (PRSU) and restricted stock unit (RSU)
awards (collectively, the Voided Equity Awards) granted to Dr. Su
during 2014. In disclosing this decision, the Company also
disclosed the Boards intent to replace the Voided Equity Awards
with new grants at the earliest practicable opportunity available
to the Company, subject to law and the terms of the 2004 Plan.
Report on Form 8-K/A that on February 12, 2015, the Board
determined that it was advisable and in the best interest of the
Company to grant Dr. Su an award of PRSUs and an award of RSUs in
an effort to partially return Dr. Sus equity compensation to the
level it was prior to the action to void and rescind the Voided
Equity Awards.
29, 2015, the Company sought and received shareholder approval
for an amendment to the 2004 Plan to increase the annual share
limit on individual awards from 3 million shares to 10 million
shares.
8-K/A that on April 30, 2015, the Board determined that it was in
the best interest of the Company to grant Dr. Su an award of
PRSUs in order to fully return Dr. Sus equity compensation to the
level it was prior to the action to void and rescind the Voided
Equity Awards.
challenging the 2014 grants subsequently filed an amended
complaint in the same case alleging that the replacement of the
Voided Equity Awards in 2015 amounted to an amendment of the 2004
Plan that required a shareholder vote. The Company moved to
dismiss the amended complaint for failure to state a claim, and
in a transcript ruling dated September 16, 2016, the Delaware
Court of Chancery (the Court) agreed with the Company and ruled
that the rescission and later replacement of the awards at issue
was not an amendment of the 2004 Plan and did not require a
shareholder vote.
with prejudice for failure to state a claim. Notwithstanding that
dismissal, the stockholders counsel demanded a mootness fee to
compensate them for the benefit they had allegedly conferred on
the Company by causing the Company to rescind and replace the
Voided Equity Awards. The Company does not believe the
stockholder or her counsel have conferred any benefit on the
Company. However, rather than litigate this issue, the Company
agreed to pay the stockholders counsel $55,000 in legal fees. In
accordance with the Courts order approving the resolution of this
issue and the final dismissal of the matter, the Company hereby
provides notice in the attached Exhibit 99.1.
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Exhibit No.
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Description
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99.1
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Notice filed to Court Order dated March 1, 2017.
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amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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Date: March 13, 2017
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ADVANCED MICRO DEVICES, INC.
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By:
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/s/ Beth Ozmun
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Name:
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Beth Ozmun
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Title:
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Corporate Secretary
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Exhibit No.
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Description
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99.1
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Notice filed
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About ADVANCED MICRO DEVICES, INC. (NASDAQ:AMD)
Advanced Micro Devices, Inc. is a global semiconductor company. The Company is engaged in offering x86 microprocessors, as a standalone central processing unit (CPU) or as incorporated into an accelerated processing unit (APU), chipsets, and discrete graphics processing units (GPUs) for the consumer, commercial and professional graphics markets, and server and embedded CPUs, GPUs and APUs, and semi-custom System-on-Chip (SoC) products and technology for game consoles. It operates in two segments: the Computing and Graphics segment, which includes desktop and notebook processors and chipsets, discrete GPUs and professional graphics, and the Enterprise, Embedded and Semi-Custom segment, which includes server and embedded processors, dense servers, semi-custom SoC products, engineering services and royalties. Its desktop PC product brands for microprocessors are AMD A-Series, AMD E-Series, AMD FX CPU, AMD Athlon CPU and APU. ADVANCED MICRO DEVICES, INC. (NASDAQ:AMD) Recent Trading Information
ADVANCED MICRO DEVICES, INC. (NASDAQ:AMD) closed its last trading session up +0.37 at 14.28 with 72,841,731 shares trading hands.