AMD (AMD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 13, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, equity plan amendments, and a shareholder proposal on special meetings.

• Shareholders of record as of March 19, 2026, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

• The proxy statement includes detailed information on board nominees, executive compensation, governance, risk oversight, and ESG initiatives.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying Ernst & Young LLP as auditor, approving executive compensation (Say-on-Pay), amending the 2023 Equity Incentive Plan to add 65 million shares, and a shareholder proposal to lower the threshold for calling special meetings.

• The board recommends voting FOR all management proposals and AGAINST the shareholder proposal to lower the special meeting threshold from 20% to 10%.

• The board argues the current 20% threshold with a one-year holding period balances shareholder rights and prevents misuse by short-term activists.

Board of directors and corporate governance

• The board will be reduced to eight members, with one director retiring.

• Board nominees bring diverse backgrounds, with 50% women and 50% racially/ethnically diverse.

• All directors except the CEO are independent; board committees are fully independent.

• The board has four standing committees: Audit and Finance, Compensation and Leadership Resources, Innovation and Technology, and Nominating and Corporate Governance.

• Lead Independent Director facilitates board oversight and communication.