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AMD > SEC Filings for AMD > Form 8-K on 12-Feb-2013All Recent SEC Filings

Show all filings for ADVANCED MICRO DEVICES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ADVANCED MICRO DEVICES INC


12-Feb-2013

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

On February 6, 2013, the Compensation Committee of the Board of Directors of Advanced Micro Devices, Inc. (the "Company") approved the following annual cash performance bonuses under the Company's Executive Incentive Plan (the "Plan") for the Company's Chief Financial Officer and its Named Executive Officers (as defined in the Company's Proxy Statement for the Annual Meeting of Stockholders held on May 10, 2012), as follows:

                                                                     Annual Cash
Executive Officers                                               Performance Bonuses
Devinder Kumar, Senior Vice President and Chief Financial
Officer                                                          $            153,495
Mark D. Papermaster, Senior Vice President and Chief
Technology Officer                                               $            208,450
Harry A. Wolin, Senior Vice President, General Counsel
and Secretary                                                    $            180,025

On February 7, 2013, the Board of Directors approved the following annual cash performance bonus under the Plan for the Company's Chief Executive Officer:

Rory P. Read, President and Chief Executive Officer $ 568,500

Pursuant to the Plan, the bonus awards were based on the Company's performance during two semi-annual performance periods (i.e., January 1, 2012 to June 30, 2012 and July 1, 2012 to December 29, 2012) as evaluated against pre-established target levels under the following company-wide financial measures: revenue, non-GAAP gross margin and non-GAAP net income. Notwithstanding the revenue and non-GAAP gross margin financial goals, the payment of any cash performance bonuses under the Plan for 2012 was contingent upon the Company achieving a pre-established minimum level of non-GAAP net income (the "Bonus Threshold"). The Company exceeded the Bonus Threshold for the first semi-annual period but failed to meet the Bonus Threshold for the second semi-annual period. As a result, the executive officers in the tables above did not earn a cash performance bonus under the Plan for the second semi-annual performance period in 2012. These bonus awards will be paid in March 2013.

The Company intends to provide additional information regarding the annual cash performance bonuses in the Company's proxy statement for the 2013 Annual Meeting of Stockholders of the Company, which is expected to be filed with the Securities and Exchange Commission in March 2013.


Departure of Director

As of February 7, 2013, and in accordance with the Company's retirement policy incorporated in its Principles of Corporate Governance, Mr. Robert B. Palmer, who is currently a member of the Board, will not stand for re-election to the Board at the Company's 2013 Annual Meeting of Stockholders.


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