Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Director On January 16, 2026, the Board of Directors (the “Board”) of Advanced Micro Devices, Inc. (the "Company") approved the increase in the size of the Board from eight directors to nine directors and appointed Ms.…
Filed Jan 20, 2026Accepted Jan 20, 2026, 4:19 PM ESTCIK 2488Accession 0000002488-26-000002
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On January 16, 2026, the Board of Directors (the “Board”) of Advanced Micro Devices, Inc. (the "Company") approved the increase in the size of the Board from eight directors to nine directors and appointed Ms. KC McClure as a director to the Board to fill the resulting vacancy. In addition, Ms. McClure was appointed to the Audit and Finance Committee of the Board.
The Board has determined that Ms. McClure qualifies as an independent director for purposes of the rules of the Nasdaq Stock Market as well as applicable rules adopted by the U.S. Securities and Exchange Commission (the “SEC”).
Ms. McClure will receive compensation based on the same policies as the Company’s other non-employee directors, which are described in the Company’s definitive proxy statement filed on March 28, 2025 with the SEC and in the Company’s Outside Director Equity Compensation Policy attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025. On January 16, 2026, Ms. McClure was granted 1,278 restricted stock units. The grant becomes fully vested and exercisable on the one-year anniversary of the grant date.
Ms. McClure is expected to enter into the Company’s standard form of indemnity agreement in the form filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2008.
A copy of the press release announcing Ms. McClure’s appointment to the Board is attached as Exhibit 99.1 hereto.