This proxy solicitation is being made by the Board of Directors of Advanced Micro Devices, Inc. We have retained Georgeson Shareholder Communications, Inc., professional proxy
solicitors, to assist us with this proxy solicitation. We will pay the entire cost of this solicitation, including Georgeson’s fee, which we expect to be approximately $8,500.
2.
Q: WHEN WAS THIS PROXY STATEMENT MAILED TO STOCKHOLDERS?
A:
This proxy statement was first mailed to stockholders on or about March 10, 2005.
3.
Q: WHAT MAY I VOTE ON?
A:
You may vote on:
•
The election of directors to serve on our Board of Directors;
•
The appointment of our independent registered public accounting firm for the current fiscal year; and
•
If properly presented, two stockholder proposals, which are opposed by our Board of Directors.
4.
Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
A:
The Board recommends that you vote:
•
FOR each of the director nominees;
•
FOR the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year; and
•
AGAINST the stockholder proposals.
5.
Q: WHO IS ENTITLED TO VOTE?
A:
Stockholders as of the close of business on February 28, 2005, the Record Date, are entitled to vote on all items properly presented at the Annual Meeting. On the Record Date,
approximately 393,948,189 shares of our common stock were outstanding. Every stockholder is entitled to one vote for each share of common stock held. A list of these stockholders will be available during ordinary business hours at the principal
place of business of AMD, located at One AMD Place, Sunnyvale, California, at least ten days before the Annual Meeting. The list of stockholders will also be available at the time and place of the Annual Meeting.
6.
Q: HOW DO I VOTE BY MAIL?
A:
If you complete and properly sign each proxy card you receive and return it to us in the prepaid envelope, it will be voted by one of the individuals indicated on
the card (your “proxy”) as you direct.
If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted FOR the election of the director
nominees, FOR the ratification of the appointment of our auditors and AGAINST the stockholder proposals. However, if your shares are held by your broker, you must instruct your broker how to vote on the stockholder proposals or your broker cannot
vote on these items. For additional information, please see question 13, below.
7.
Q: CAN I VOTE BY TELEPHONE OR ELECTRONICALLY?
A:
If you live in the United States or Canada, you may submit your proxy by following the Vote by Telephone instructions on the proxy card. If you have Internet access, you may submit
your proxy from any location in the world by following the Vote by Internet instructions on the proxy card.
8.
Q: WHO CAN ATTEND THE ANNUAL MEETING?
A:
Only stockholders as of the close of business on February 28, 2005, holders of proxies for those stockholders and other persons invited by us can attend. If your shares are held by
your broker in “street name,” you must bring a letter from your broker or a copy of your proxy card to the meeting showing that you were the direct or indirect (“beneficial”) owner of the shares on February 28, 2005 to attend the
meeting.
9.
Q: CAN I VOTE AT THE MEETING?
A.
Yes. If you wish to vote your shares in person at the Annual Meeting and they are held by your broker in “street name,” you must bring a letter from the broker to the
meeting showing that you were the beneficial owner of the shares on February 28, 2005.
10.
Q:
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD OR AFTER I HAVE VOTED BY TELEPHONE OR ELECTRONICALLY?
A.
Yes. You may change your vote at any time before the voting concludes at the Annual Meeting by:
•
Sending in another proxy with a later date by mail, telephone or over the Internet;
•
Notifying our Corporate Secretary in writing before the Annual Meeting that you wish to revoke your proxy; or
•
Voting in person at the Annual Meeting.
11.
Q: HOW DO I VOTE MY SHARES IF THEY ARE HELD IN STREET NAME?
A:
If your shares are held by your broker in “street name,” you will receive a form from your broker seeking instruction as to how your shares should be voted. We urge you to
complete this form and instruct your broker how to vote on your behalf. You can also vote in person at the Annual Meeting, but you must bring a letter from the broker showing that you were the beneficial owner of your shares on February 28, 2005.
12.
Q: WHAT IS A “QUORUM”?
A:
A “quorum” is a majority of the outstanding shares. They may be present at the Annual Meeting or represented by proxy. There must be a quorum for the
Annual Meeting to be held. If you submit a properly executed proxy card, even if you abstain from voting, you will be considered part of the quorum. Broker “non-votes” are also considered a part of the quorum. Broker non-votes occur when a
broker holding shares for a beneficial owner does not vote on a particular matter because the broker does not have discretionary voting power with respect to
that item and has not received voting instructions from the beneficial owner.
13.
Q: WHAT IS BROKER “DISCRETIONARY” VOTING?
A:
Under the rules of the New York Stock Exchange (NYSE), if you hold your shares through a broker, your broker is permitted to vote your shares on the election of directors and
ratification of our independent registered public accounting firm in its discretion if it has transmitted the proxy materials to you and has not received voting instructions from you on how to vote your shares before the deadline set by your broker.
Your broker cannot vote your shares without your instruction on how to vote on the stockholder proposals, so it is very important that you instruct your broker how to vote on these proposals.
14.
Q: HOW ARE MATTERS PASSED OR DEFEATED?
A:
The eight director nominees receiving the highest number of affirmative votes will be elected. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the
election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Ratification of the appointment of our independent registered
public accounting firm must receive affirmative votes from more than 50 percent of the shares that are voted to be approved. An abstention has the same effect as a vote AGAINST this proposal. The stockholder proposals must receive affirmative votes
from more than 50 percent of the shares that are voted to be approved. Broker non-votes are not counted as shares voted on the stockholder proposals.
15.
Q: WHO WILL COUNT THE VOTES?
A:
Proxies will be tabulated by ADP-ICS, Inc.
16.
Q: IS MY VOTE CONFIDENTIAL?
A:
Proxy cards, ballots and voting tabulations that identify individual stockholders are mailed or returned directly to ADP-ICS and handled in a manner that protects your voting
privacy. Your vote will not be disclosed except (1) as needed to permit ADP-ICS to tabulate and certify the vote and (2) as required by law. However, comments written on the proxy card may be forwarded to management. In that case, your identity may
not be kept confidential.
17.
Q:
HOW WILL VOTING ON ANY BUSINESS NOT DESCRIBED ON THE NOTICE OF ANNUAL MEETING BE CONDUCTED?
A:
We do not know of any business to be considered at the Annual Meeting other than the proposals described in this proxy statement. If any other business is presented at the Annual
Meeting, your signed proxy card gives authority to Hector de J. Ruiz, our Chief Executive Officer, and Hollis M. O’Brien, our Secretary, to vote on such matters at their discretion.
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