Advanced Micro Devices Inc

This management proposal asks shareholders to ratify the selection of Ernst & Young LLP (EY) as AMD’s independent registered public accounting firm for fiscal 2026. Management and the Audit and Finance Committee have selected EY and present the engagement for stockholder ratification as a matter of good governance and shareholder oversight. The committee has oversight responsibilities for auditor selection, independence and performance, and believes ratification supports continuity and audit quality; it also notes that if shareholders do not ratify, the committee will reconsider but may retain EY regardless. The proxy provides details on EY’s fees and the committee’s pre-approval policies; the board recommends a FOR vote because ratification affirms the Audit Committee’s oversight, avoids disruption and signals confidence in EY’s capabilities and independence.

This management-sponsored, advisory 'Say-on-Pay' proposal asks shareholders to approve the compensation program for AMD’s named executive officers as disclosed in the proxy statement. Management and the Compensation Committee articulate a pay-for-performance philosophy with a heavy weighting toward equity and variable pay, multi-metric annual incentives tied to adjusted non-GAAP net income, revenue and free cash flow, and long-term PRSUs tied to TSR and EPS growth. The committee notes clawback policies, stock ownership guidelines, change-of-control protections without gross-ups, and a Compensation Committee review concluding compensation does not encourage excessive risk. The vote is advisory; the board and committee will consider results when making future compensation decisions. The recommendation is FOR because the committee believes the program aligns management and shareholder interests and supports retention and long-term value creation.

This management proposal requests shareholder approval to amend and restate AMD’s 2023 Equity Incentive Plan to increase the share reserve by 65 million shares and make administrative updates. Management frames the request as necessary to maintain competitive equity compensation programs used for recruitment, retention and incentive alignment, noting that the 2023 Plan is AMD’s primary equity plan and that, without additional shares, grant flexibility would be constrained. The Board and Compensation Committee evaluated historical burn rates, current share usage, outstanding awards and proxy advisory governance thresholds in determining the increase. The plan includes protections such as no repricing without shareholder approval, one-year minimum vesting (with limited exceptions), and prohibited use of recycled shares for option exercise or tax withholding. The Board recommends FOR because it believes the increase will support the company’s ability to attract and retain talent and fund compensation over the next few years while retaining governance safeguards to limit dilution.

This shareholder proposal, submitted by John Chevedden, requests that AMD amend its governing documents to lower the ownership threshold required to call a special meeting from 20% to 10% of outstanding common stock and to remove the one-year continuous ownership requirement, arguing the change would give shareholders a more reasonable ability to convene special meetings to address urgent governance or strategic issues. The proponent contends that a 10% threshold is common and notes prior support at other companies; he argues that online meetings make special meetings less burdensome. Management and the Board oppose the proposal, recommending a vote AGAINST, arguing that the current 20% threshold and one-year holding requirement balance shareholder rights with protection against abusive or short-term activist-driven special meetings, that prior stockholder votes rejected similar changes, and that other governance channels (proxy access, annual director elections, engagement programs) provide ample avenues for shareholder influence. The Board also emphasizes potential disruption, costs and diversion of management attention from long-term value creation if special meetings are too easily called.