Security AMD / Advanced Micro Devices, Inc. (007903107) ISIN US0079031078 LEI R2I72C950HOYXII45366 Form Type PRE 14A File Date 2018-03-06

PRE 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Rule 14a-12

ADVANCED MICRO DEVICES, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box)

☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:

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Preliminary CopySubject to Completion ADVANCED MICRO DEVICES, INC. 2485 AUGUSTINE DRIVE SANTA CLARA, CALIFORNIA 95054 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS You are cordially invited to attend our 2018 annual meeting of stockholders (our Annual Meeting) to be held on Wednesday, May 2, 2018 at 9:00 a.m. Pacific Time at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054. We are holding our Annual Meeting to:  Elect the nine director nominees named in this proxy statement;  Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year;  Approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 1.5 billion shares to 2.25 billion shares;  Approve on a non-binding, advisory basis the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission (the SEC); and  Transact any other business that properly comes before our Annual Meeting or any adjournment or postponement thereof. We are pleased to provide access to our proxy materials over the Internet under the SECs notice and access rules. As a result, we are mailing to our stockholders (other than those who previously requested printed or emailed materials on an ongoing basis) a Notice of Internet Availability of Proxy Materials (the Notice) instead of printed copies of our proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, how to vote on the Internet and how you can receive printed or emailed copies of our proxy materials. We believe that providing our proxy materials over the Internet will lower our Annual Meetings cost and environmental impact, while increasing the ability of our stockholders to access the information that they need. Stockholders of record at the close of business on March 5, 2018 and holders of proxies for those stockholders may attend and vote at our Annual Meeting. To attend our Annual Meeting in person, you must present valid photo identification, and, if you hold shares through a broker, bank, trustee or nominee (i.e., in street name), you must also present a letter from your broker or other nominee showing that you were the beneficial owner of the shares on March 5, 2018. This year, we are also pleased to offer a virtual annual meeting at which our stockholders can view our Annual Meeting at AMD.onlineshareholdermeeting.com . This virtual meeting will be in addition to our physical meeting. Stockholders at the close of business on March 5, 2018 may also ask questions and vote at the virtual meeting via the Internet. We hope this will allow our stockholders who are unable to attend our Annual Meeting in person to participate in the virtual meeting. Sincerely, HARRY A. WOLIN Senior Vice President, General Counsel and Corporate Secretary This notice of annual meeting is dated March [19], 2018 and will first be distributed and made available to the stockholders of Advanced Micro Devices, Inc. on or about March [19], 2018. YOUR VOTE IS IMPORTANT AND WE ENCOURAGE YOU TO VOTE PROMPTLY Important notice regarding Internet availability of proxy materials: This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 30, 2017 are available at www.proxyvote.com and on the Investor Relations pages of our website at www.amd.com or ir.amd.com .

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2018 NOTICE OF MEETING AND PROXY STATEMENT TABLE OF CONTENTS Page QUESTIONS AND ANSWERS 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 5 ITEM 1ELECTION OF DIRECTORS 7 Director Experience, Skills and Qualifications 7 Consideration of Stockholder Nominees for Director 12 Communications with the Board or Non-Management Directors 13 Required Vote 13 Recommendation of the Board of Directors 14 CORPORATE GOVERNANCE 15 Independence of Directors 15 Compensation Committee Interlocks and Insider Participation 15 Board Leadership Structure 15 Risk Oversight 16 Code of Ethics 17 MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS 18 Board Meetings and Attendance 18 Board Committees 18 DIRECTORS COMPENSATION AND BENEFITS 21 PRINCIPAL STOCKHOLDERS 25 SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS 26 EXECUTIVE OFFICERS 28 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 29 EQUITY COMPENSATION PLAN INFORMATION 30 COMPENSATION DISCUSSION AND ANALYSIS 31 Executive Summary 31 Executive Compensation Policies and Practices 35 Response to 2017 Say On Pay Vote and Stockholder Engagement Process 36 Compensation Philosophy and Objectives 36 Fiscal 2017 Compensation Elements 41 Change in Control Agreements and Other Change in Control Arrangements 48 Severance and Separation Arrangements 48 Other Compensation Polices 49 COMPENSATION AND LEADERSHIP RESOURCES COMMITTEES REPORT 51 COMPENSATION POLICIES AND PRACTICES 52 EXECUTIVE COMPENSATION 53 2017 SUMMARY COMPENSATION TABLE 53 2017 NONQUALIFIED DEFERRED COMPENSATION 55 OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END 56 GRANTS OF PLAN-BASED AWARDS IN 2017 58

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2018 NOTICE OF MEETING AND PROXY STATEMENT ADVANCED MICRO DEVICES, INC. PROXY STATEMENT 2018 ANNUAL MEETING OF STOCKHOLDERS QUESTIONS AND ANSWERS In this proxy statement, the words AMD, the Company, we, ours, us and similar terms refer to Advanced Micro Devices, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. 1. Q: WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS? A: In accordance with rules adopted by the SEC, commonly referred to as Notice and Access, we may furnish proxy materials by providing access to the documents on the Internet, instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice was mailed on or about March [19], 2018 to stockholders of record on March 5, 2018 (the Record Date) who have not previously requested to receive printed or emailed materials on an ongoing basis. The Notice instructs you as to how you may access our proxy materials on the Internet and how to vote on the Internet. You may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by following the instructions in the Notice. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the environmental impact of our annual meetings. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it. 2. Q: WHY AM I RECEIVING PROXY MATERIALS? A: Our board of directors (the Board) is providing these materials to you in connection with the Boards solicitation of proxies for use at our Annual Meeting, which will take place on Wednesday, May 2, 2018 at 9:00 a.m. Pacific Time at AMD, 2485 Augustine Drive, Santa Clara, California 95054 and virtually at AMD.onlineshareholdermeeting.com . Our stockholders as of the close of business on the Record Date are invited to attend or participate in our Annual Meeting and are requested to vote on the items described in this proxy statement. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares. 3. Q: WHAT IS INCLUDED IN THE PROXY MATERIALS? A: The proxy materials for our Annual Meeting include the Notice, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 30, 2017 (our Annual Report). If you received a printed copy of these materials, the proxy materials also include a proxy card or voting instruction form. 4. Q: HOW CAN I ACCESS THE PROXY MATERIALS OVER THE INTERNET? A: The Notice, proxy card and voting instruction form contain instructions on how you may access our proxy materials on the Internet and how to vote on the Internet. Our proxy materials are also available at www.proxyvote.com and the Investor Relations pages of our website at www.amd.com or ir.amd.com. 5. Q: WHO IS SOLICITING MY VOTE? A: This proxy solicitation is being made by the Board of Advanced Micro Devices, Inc. We have retained MacKenzie Partners, Inc., professional proxy solicitors, to assist us with this proxy solicitation. We will pay the entire cost of this solicitation, including MacKenzies fees and expenses, which we expect to be approximately $30,000. 6. Q: WHO IS ENTITLED TO VOTE? A: Stockholders as of the close of business on the Record Date are entitled to vote on all items properly presented at our Annual Meeting. On the Record Date, 969,131,738 shares of our common stock were outstanding. Every stockholder is entitled to one vote for each share of common stock held on the Record Date. A list of these stockholders will be available during regular business hours at our headquarters, located at 2485 Augustine Drive, Santa Clara, California 95054, from our Corporate Secretary at least ten days before our Annual Meeting. The list of stockholders will also be available at the time and place of our Annual Meeting. ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 1

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2018 NOTICE OF MEETING AND PROXY STATEMENT Questions and Answers (continued) 7. Q: WHAT AM I BEING ASKED TO VOTE ON? A: You may vote on:  Proposal 1: Election of the nine director nominees named in this proxy statement.  Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.  Proposal 3: Approval of the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 1.5 billion shares to 2.25 billion shares.  Proposal 4: Approval on a non-binding, advisory basis of the compensation of our named executive officers (Say-On-Pay).  Such other business as may properly come before our Annual Meeting or any adjournment or postponement of our Annual Meeting. 8. Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS? A: The Board recommends that you vote:  FOR each of the nine director nominees named in this proxy statement.  FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.  FOR the approval of the amendment to our Amended and Restated Certificate of Incorporation.  FOR the Say-On-Pay proposal. 9. Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER? A: Most of our stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. Stockholder of Record . If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record, and the Notice was sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to AMD or to vote at our Annual Meeting. If you requested to receive printed proxy materials, we have enclosed a proxy card for you to use, as described in the Notice and under Question 10 below. You may also vote on the Internet, or by telephone, as described in the Notice and under Question 10 below. You are also invited to attend our Annual Meeting in person or via the Internet. Beneficial Owner . If your shares are held in an account in the name of a brokerage firm, bank, broker-dealer, trust or other similar organization (i.e., in street name), like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and the Notice should be forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker or other nominee how to vote your shares, and you are also invited to attend our Annual Meeting in person or via the Internet, as described in the Notice and under Question 12 below. You may not vote your shares in person at our Annual Meeting unless you obtain a legal proxy from the broker or other nominee that holds your shares giving you the right to vote the shares at our Annual Meeting and a letter from your broker or other nominee showing that you were the beneficial owner of your shares on the Record Date. 10. Q: WHO CAN ATTEND THE ANNUAL MEETING? CAN I VOTE AT THE ANNUAL MEETING? CAN I ATTEND THE ANNUAL MEETING VIA THE INTERNET? A: You can attend our Annual Meeting in person or you can attend and participate via the Internet. Attending in Person . Only stockholders as of the close of business on the Record Date, holders of valid proxies for those stockholders and other persons invited by us can attend our Annual Meeting in person. To attend our Annual Meeting in person, you must present valid photo identification, such as a drivers license or passport, and if you were a beneficial owner, you must also present a letter from your broker or other nominee showing that you were the beneficial owner of the shares on the Record Date. If you were a stockholder of record on the Record Date, you may vote your shares in person at our Annual Meeting. If you were a beneficial owner on the Record Date, you must also bring a legal proxy from your broker or other nominee to vote your shares in person at our Annual Meeting. 2 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT Questions and Answers (continued) Attending and Participating via the Internet . Stockholders may also attend our Annual Meeting via the Internet at AMD.onlineshareholdermeeting.com . Stockholders of record and beneficial owners as of the close of business on the Record Date may also submit questions and vote while attending the meeting via the Internet. Instructions on how to attend and participate at our Annual Meeting via the Internet are posted at AMD.onlineshareholdermeeting.com . To demonstrate proof of stock ownership, you will need to enter the 12-digit control number received with your Notice or proxy materials to submit questions and vote at our Annual Meeting via the Internet. We have retained Broadridge Financial Solutions (Broadridge) to host our virtual annual meeting and to distribute, receive, count and tabulate proxies. On the day of our Annual Meeting, Broadridge may be contacted at 1(955) 449-0991, and will be available to answer your questions regarding how to attend and participate at our Annual Meeting via the Internet. 11. Q: IF I AM A STOCKHOLDER OF RECORD, HOW DO I VOTE? A: If you are a stockholder of record you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can vote by mail, telephone (from the United States and Canada) or the Internet pursuant to instructions provided on the proxy card provided to you with your printed proxy materials. You may also vote in person at our Annual Meeting. A ballot will be given to you upon request when you arrive at our Annual Meeting. You may also vote while attending our Annual Meeting via the Internet, as described in Question 10 above. Even if you plan to attend our Annual Meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend our Annual Meeting. 12. Q: IF I AM A BENEFICIAL OWNER, HOW DO I VOTE? A: If you are a beneficial owner, you may submit your voting instructions by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can submit your voting instructions by following the instructions in the voting instruction form provided to you by your broker or other nominee. We urge you to instruct your broker or other nominee how to vote on your behalf. As described more fully under Question 14, your broker or other nominee cannot vote on certain items without your instructions . Alternatively, you can vote in person at our Annual Meeting, but you must bring to our Annual Meeting a legal proxy from your broker or other nominee as the record holder and a letter from your broker or other nominee showing that you were the beneficial owner of your shares on the Record Date. You may also vote while attending our Annual Meeting via the Internet, as described in Question 10 above. Even if you plan to attend our Annual Meeting, we recommend that you also submit your voting instructions as described above so that your vote will be counted if you later decide not to attend our Annual Meeting. 13. Q: WHAT IF I AM A STOCKHOLDER OF RECORD AND DO NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY CARD OR VOTING BY TELEPHONE OR THE INTERNET? A: If you are a stockholder of record and you return a properly executed proxy card or vote by proxy over the Internet but do not mark the boxes showing how you wish to vote, your shares will be voted in accordance with the recommendations of the Board, as specified in Question 8 above. With respect to any other matter that properly comes before our Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, at their own discretion. 14. Q: WHAT IF I AM A BENEFICIAL OWNER AND DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER OR OTHER NOMINEE? WHAT IS A BROKER NON-VOTE? A: As a beneficial owner, in order to ensure your shares are voted, you must provide voting instructions to your broker or other nominee by the deadline provided in the materials you receive from your broker or other nominee. If you do not provide voting instructions to your broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote. Non-Discretionary Items . The election of directors and the Say-on-Pay proposal are non-discretionary items and may not be voted on by brokers or other nominees who have not received specific voting instructions from beneficial owners. A broker non-vote occurs when your broker or other nominee has not received ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 3

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2018 NOTICE OF MEETING AND PROXY STATEMENT Questions and Answers (continued) instructions from you as to how to vote your shares on a proposal and does not have discretionary authority to vote your shares on that proposal. Discretionary Items . The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year and the amendment of our Amended and Restated Certificate of Incorporation are discretionary items. Generally, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on these proposals in their discretion. 15. Q: CAN I CHANGE MY VOTE AFTER I HAVE VOTED? A: Yes. You may change your vote at any time before the voting concludes at our Annual Meeting. You may vote by proxy again on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to our Annual Meeting will be counted), by signing and returning a new proxy card with a later date or by attending our Annual Meeting and voting in person or via the Internet. However, your attendance at our Annual Meeting in person or via the Internet will not automatically revoke your proxy unless you vote again at our Annual Meeting or specifically request in writing that your prior proxy be revoked. 16. Q: WHAT IS A QUORUM? A: For the purposes of our Annual Meeting, a quorum is the presence, in person or by proxy, by the holders of a majority of the voting power of the outstanding shares entitled to vote at our Annual Meeting. There must be a quorum for our Annual Meeting to be held. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. 17. Q: WHAT IS THE VOTING REQUIREMENT FOR EACH PROPOSAL TO PASS? A: Election of Directors . Each of the nine director nominees will be elected if each of them receives the affirmative vote of a majority of the votes cast. A majority of the votes cast means that the number of votes cast for a director must exceed the number of votes cast against that director. Abstentions and broker non-votes will have no effect on the outcome of these elections. Each director nominee has submitted a written resignation that will be effective if he or she does not receive a majority of the votes cast for such director and the resignation is accepted by the Nominating and Corporate Governance Committee, another authorized committee of the Board or the Board. Ratification of the Appointment of our Independent Registered Public Accounting Firm . Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions have the same effect as a vote against this proposal. Because brokers and other nominees have discretionary authority to vote on the ratification, we do not expect any broker non-votes in connection with this item. Amendment of our Amended and Restated Certificate of Incorporation . The proposal to amend our Amended and Restated Certificate of Incorporation requires the affirmative vote of the majority of the outstanding shares of our Common Stock as of the Record Date. Abstentions have the same effect as a vote against this proposal. Because brokers and other nominees have discretionary authority to vote on the ratification, we do not expect any broker non-votes in connection with this item. Say-On-Pay Proposal . Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Because your vote is advisory, it will not be binding on the Board, the Compensation and Leadership Resources Committee (the Compensation Committee) or us. However, the Board and the Compensation Committee will review the voting results and take them into consideration when making future decisions about our executive compensation program. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal. 18. Q: WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING? A: We will announce preliminary voting results at our Annual Meeting and publish voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days after our Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and the final voting results in an amendment to the Form 8-K as soon as they become available. 4 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT Questions and Answers (continued) 19. Q: IS MY VOTE CONFIDENTIAL? A: Proxy cards, ballots and voting tabulations that identify individual stockholders are mailed or returned directly to Broadridge and handled in a manner that protects your voting privacy. Your vote will not be disclosed except as needed to permit Broadridge to tabulate and certify the vote and as required by law. 20. Q: HOW WILL VOTING ON ANY BUSINESS NOT DESCRIBED IN THIS PROXY STATEMENT BE CONDUCTED? A: We do not know of any business to be considered at our Annual Meeting other than the items described in this proxy statement. If any other business is presented at our Annual Meeting, your proxy gives authority to each of Dr. Lisa T. Su, our President and Chief Executive Officer, and Harry Wolin, our Senior Vice President, General Counsel and Corporate Secretary, to vote on such matters at their discretion. 21. Q: WHEN ARE THE STOCKHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING DUE? A: For stockholder proposals to be considered for inclusion in the proxy statement for our 2019 annual meeting of stockholders, they must be submitted in writing to Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary and received by us on or before November [19], 2018. In addition, for directors to be nominated or other stockholder proposals to be properly presented at our 2019 annual meeting of stockholders (but not included in our proxy materials), a separate notice of any nomination or proposal must be received by us between January 2, 2019 and February 1, 2019. If our 2019 annual meeting of stockholders is not held within 30 days of May 2, 2019, to be timely, the stockholders notice must be received by us no later than the close of business on the tenth day following the earlier of the day on which the first public announcement of the date of the 2019 annual meeting of stockholders was made or the notice of our 2019 annual meeting of stockholders is mailed. The public announcement of an adjournment or postponement of our 2019 annual meeting of stockholders will not trigger a new time period (or extend any time period) for the giving of a stockholders notice as described in this proxy statement. More information about the notice period and information required to be included in a stockholders notice of a nomination is included under Consideration of Stockholder Nominees for Director below. 22. Q: WHAT IS HOUSEHOLDING AND HOW DO I OBTAIN A SEPARATE SET OF PROXY MATERIALS IF I SHARE AN ADDRESS WITH OTHER STOCKHOLDERS? A: We have adopted a procedure called householding, which has been approved by the SEC. Under this procedure, we will deliver only one copy of the Notice and, if applicable, our printed proxy materials to stockholders of record who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. A separate proxy card for each stockholder of record will be included in the printed materials. This procedure reduces our printing costs, mailing costs and fees. Upon written or oral request, we will promptly deliver a separate copy of the Notice or, if applicable, the printed proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice or Annual Report or, if applicable, the printed proxy materials, contact us at 1(408) 749-4000 or at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, or by email to [email protected] . If you would like to revoke your householding consent or you are a stockholder eligible for householding and would like to participate in householding, please contact Broadridge at 1(800) 542-1061. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This proxy statement contains forward-looking statements concerning Advanced Micro Devices, Inc. that involve risks, uncertainties and assumptions, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements are commonly identified by words such as would, intends, believes, expects, may, will, should, seeks, intends, plans, pro forma, estimates, anticipates, or the negative of these ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 5

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2018 NOTICE OF MEETING AND PROXY STATEMENT Questions and Answers (continued) words and phrases, other variations of these words and phrases or comparable terminology. Investors are cautioned that the forward-looking statements in this proxy statement are based on current beliefs, assumptions and expectations, speak only as of the date of this proxy statement and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Investors are urged to review in detail the risks and uncertainties in our Securities and Exchange Commission filings, including but not limited to, our Annual Report on Form 10-K for the year ended December 30, 2017. 6 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT ITEM 1ELECTION OF DIRECTORS Our Board currently consists of ten members. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following nine nominees: Mr. John E. Caldwell, Ms. Nora M. Denzel, Mr. Mark Durcan, Mr. Joseph A. Householder, Mr. Michael J. Inglis, Mr. John W. Marren, Dr. Lisa T. Su, Mr. Abhi Y. Talwalkar and Mr. Ahmed Yahia for election to the Board at the Annual Meeting. In accordance with the Companys retirement policy incorporated in our Principles of Corporate Governance (Governance Principles) regarding our Board members who reach the age of 72, Mr. Nicholas M. Donofrio will retire at the end of his current term. The Board has approved reducing the authorized number of directors to nine effective as of the Annual Meeting. Messrs. Marren, Talwalkar and Durcan were first appointed to the Board in February 2017, June 2017 and October 2017, respectively. Messrs. Marren and Talwalkar were recommended as potential candidates for the Board through internal referrals from our executives and directors; Mr. Durcan was recommended by a third-party search firm. All directors are elected annually and serve a one-year term until our next annual meeting or until such directors successor is appointed. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. The Board expects all nominees named below to be available for election. If a nominee declines or is unable to act as a director, your proxy may vote for any substitute nominee proposed by the Board. Your proxy will vote for the election of these nominees, unless you instruct otherwise. Directors are strongly encouraged to attend annual meetings of our stockholders. At the 2017 Annual Meeting of Stockholders, the directors in attendance were: Mr. Caldwell, Ms. Denzel, Mr. Householder, Mr. Inglis, Mr. Marren, Dr. Su and Mr. Yahia. Mr. Bruce L. Claflin, who served as a director from August 2003 until April 2017, also attended. Director Experience, Skills and Qualifications Our goal is to assemble a knowledgeable and highly-qualified Board that operates cohesively and works with management in a constructive way to deliver long-term value to our stockholders. We believe that the nominees set forth below, all of whom are currently directors of AMD, possess valuable experience necessary to guide us in the best interests of our stockholders. Our current Board consists of individuals with proven records of success in their chosen professions. They possess the highest integrity and a keen intellect. They are collegial, yet independent in their thinking, and are committed to the hard work necessary to be informed about the semiconductor industry, us and our key constituents, including our customers, stockholders and management. Most of our directors have broad technology sector experience, including expertise in semiconductor technology, innovation and strategy. Several members of the Board are current or former chief executive officers, thereby providing the Board with practical understanding of how large organizations operate, including the importance of employee development and retention. They also understand strategy and risk management and how these factors impact our operations. Certain information regarding each of the nominees is set forth below, including his or her experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to conclude that the individual should serve as a director on the Board, as well as his or her principal occupation. Each nominees former directorships on public company boards during the past five years are included in a table set forth belowFormer Directorships During the Last Five Years. The age of each director is as of our Annual Meeting. ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 7

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2018 NOTICE OF MEETING AND PROXY STATEMENT Item 1Election of Directors (continued) John E. Caldwell Director since October 2006 and Chairman of the Board since May 2016 Age: 68 Board Committees: Nominating and Corporate Governance Committee (Chair) and Audit and Finance Committee Mr. Caldwell served as President and Chief Executive Officer of SMTC Corporation (an electronics manufacturing services company) from March 2003 until he retired in March 2011. Before joining SMTC, Mr. Caldwell served as chair of the restructuring committee of the board of directors of The Mosaic Group (a marketing services provider) from October 2002 to September 2003, as President and Chief Executive Officer of GEAC Computer Corporation, Ltd. (a computer software company) from October 2000 to December 2001 and as President and Chief Executive Officer of CAE Inc. (a simulation technologies and integrated training solutions provider for the civil aviation and defense industries) from June 1993 to October 1999. In addition, Mr. Caldwell has served in a variety of senior executive positions in finance, including Senior Vice President of Finance and Corporate Affairs of CAE and Executive Vice President of Finance and Administration of Carling OKeefe Breweries of Canada. Over the course of his career, Mr. Caldwell has served on the audit committees of ten public companies. Mr. Caldwell has been a director of Faro Technologies, Inc. since 2002 and of IAMGOLD Corporation since 2006. Mr. Caldwell holds a bachelor of commerce degree from Carleton University, Ontario, and is a chartered professional accountant with the Chartered Professional Accountants of Ontario. Mr. Caldwell is an author and lecturer on the subject of board oversight of enterprise risk. Director Qualifications: Mr. Caldwell brings to the Board extensive and diversified general management, financial management and risk assessment experience as a result of his experience at SMTC, his other executive management experience and his service as a director on the boards of directors of other public companies. Nora M. Denzel Director since March 2014 Age: 55 Board Committees: Compensation Committee (Chair) and Nominating and Corporate Governance Committee Ms. Denzel served as interim Chief Executive Officer of Outerwall Inc. (an automated retail solutions provider) from January to August 2015. Prior to Outerwall, Ms. Denzel held various executive management positions from February 2008 through August 2012 at Intuit Inc. (a cloud financial management software company), including Senior Vice President of Big Data, Social Design and Marketing and Senior Vice President and General Manager of the QuickBooks Employee Management business unit. From 2000 to 2006, Ms. Denzel held several executive level positions at HP Enterprise, formerly, Hewlett-Packard Company (a technology software, services and hardware provider), including Senior Vice President and General Manager, Software Global Business Unit from May 2002 to February 2006 and Vice President of Storage Organization from August 2000 to May 2002. Prior to HP Enterprise, Ms. Denzel held executive positions at Legato Systems Inc. (a data storage management software company purchased by EMC) and IBM Corporation. Ms. Denzel has been a member of the board of directors of Ericsson since March 2013 and Talend S.A. since July 2017. She holds a master of business administration degree from Santa Clara University and a bachelor of science degree in computer science from the State University of New York. Director Qualifications: Ms. Denzel brings to the Board more than 25 years of technology, software and leadership experience as a result of her experience at Intuit, Hewlett-Packard and IBM and her experience on the boards of directors of other public companies. 8 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT Item 1Election of Directors (continued) Mark Durcan Director since October 2017 Age: 56 Board Committees: Nominating and Corporate Governance Committee and Innovation and Technology Committee Mr. Durcan served as an advisor of Micron Technology, Inc. (a memory and storage solutions company) from May 2017 to August 2017 and served as its Chief Executive Officer from February 2012 until his retirement in May 2017. During Mr. Durcans 32-year tenure at Micron Technology, he held a wide variety of senior leadership positions, including President and Chief Operating Officer from 2007 to 2012, Chief Operating Officer from 2006 to 2007, Chief Technical Officer from 1998 to 2006 and Vice President, Research and Development from 1996 to 1998. Mr. Durcan joined Micron Technology, in June 1984 as a Diffusion Engineer and held a series of increasingly responsible positions, including Process Integration Engineer, Process Integration Manager and Process Development Manager. Mr. Durcan holds approximately 100 U.S. patents and overseas patents. Mr. Durcan has been a member of the board of directors of AmerisourceBergen Corporation since 2015. He also serves on the board of directors of the Semiconductor Industry Association and is a Director of St. Lukes Medical System, a not-for profit hospital and health care system. Mr. Durcan holds a bachelor of science degree in chemical engineering and a master of chemical engineering from Rice University. Director Qualifications: Mr. Durcan is a seasoned business executive with 32 years of experience in the semiconductor industry. He brings to the Board substantial experience in the area of executive leadership, strategic planning, finance and corporate governance. Joseph A. Householder Director since September 2014 Age: 62 Board Committees: Audit and Finance Committee (Chair) and Nominating and Corporate Governance Committee Mr. Householder is Corporate Group President, Infrastructure Business for Sempra Energy (a worldwide provider of energy infrastructure and gas and electric utilities), a position he has held since January 2017. From 2011 to 2017, Mr. Householder was the Executive Vice President and Chief Financial Officer of Sempra Energy. From 2006 to 2011, Mr. Householder was Senior Vice President, Controller and Chief Accounting Officer of Sempra Energy responsible for financial reporting, accounting and controls and tax functions for all Sempra Energy companies. Prior to this role, he served as Vice President of Corporate Tax and Chief Tax Counsel for Sempra Energy. Prior to joining Sempra Energy in 2001, Mr. Householder was a partner at PricewaterhouseCoopers in the firms national tax office. From 1986 to 1999, he served in a number of legal and financial roles at Unocal Corporation, including ultimately as Vice President of Corporate Development and Assistant Chief Financial Officer, where he was responsible for worldwide tax planning, financial reporting and forecasting and mergers and acquisitions. He also serves on the board of directors of Infraestructura Energetica Nova (IEnova, a majority-owned subsidiary of Sempra Energy that is publicly traded in Mexico). In addition, Mr. Householder is a member of the Tax Executives Institute, the American Institute of Certified Public Accountants, the State Bar of California and the American Bar Association. He holds a bachelor of science degree in business administration from the University of Southern California and a juris doctor degree from Loyola Law School. Director Qualifications: Mr. Householder brings to the Board significant financial and operational expertise as a result of his chief financial officer experience at Sempra Energy, his experience as a partner of PricewaterhouseCoopers and his experience at Unocal Corporation. ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 9

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2018 NOTICE OF MEETING AND PROXY STATEMENT Item 1Election of Directors (continued) Michael J. Inglis Director since March 2014 Age: 58 Board Committees: Audit and Finance Committee, Innovation and Technology Committee and Nominating and Corporate Governance Committee Mr. Inglis held several senior executive positions between 2002 and 2013 at ARM Holdings plc (a semiconductor intellectual property supplier), including as Executive Vice President, Sales and Marketing, as Executive Vice President, General Manager, Processor Division, and as Chief Commercial Officer. Before joining ARM, Mr. Inglis was a Principal at A.T. Kearney (a global management consulting firm) from 1999 to 2001. Mr. Inglis served as General Manager, Smartcard Division and European Hi-End Microprocessor Operations Manager amongst various roles at Motorola Semiconductor from 1991 to 1998. In addition, Mr. Inglis has held a number of operational and marketing positions at Texas Instruments (a global semiconductor company), BIS Macintosh (an electronics market research firm) and Fairchild Camera and Instrument (a semiconductor company). Mr. Inglis served on the board of directors of ARM from 2002 until his retirement in March 2013. Mr. Inglis has been a member of the board of directors of IIika plc since July 2015 and BT Group plc since September 2015. Mr. Inglis has a master of business administration degree from Cranfield School of Management and a bachelor of science degree in electronic and electrical engineering from Birmingham University. In addition, Mr. Inglis is a Chartered Engineer and a Member of the Chartered Institute of Marketing. Director Qualifications: Mr. Inglis brings to the Board senior leadership, management, and sales and marketing expertise, as well as his experience gained from serving as a director on the boards of other public companies. He also provides his broad understanding of the semiconductor industry. John W. Marren Director since February 2017 Age: 55 Board Committees: Audit and Finance Committee and Nominating and Corporate Governance Committee Mr. Marren has served as Senior Managing Director, North America of Temasek (a sovereign wealth fund of the government of Singapore) since November 2017. Prior to joining Temasek, Mr. Marren was a Senior Partner and the Head of Technology Investments of TPG Capital (a private equity investment company) from 2000 until his retirement in December 2015. From 1996 through 2000, Mr. Marren was a Managing Director at Morgan Stanley (a global financial services company), most recently as Co-Head of the Technology Investment Banking Group. From 1992 to 1996, he was a Managing Director and Senior Semiconductor Research Analyst at Alex Brown & Sons (an investment company). While at Morgan Stanley and Alex Brown & Sons, Mr. Marren was a frequent member of the Institutional Investor All-American Research Team, which recognizes the top research analysts on Wall Street. Prior to Alex Brown, Mr. Marren spent seven years in the semiconductor industry working for VLSI Technology and Vitesse Semiconductor. Mr. Marren currently serves on a number of private company boards including Avaya Inc., Infinidat, Inc. and Isola Group. He is a Trustee of the University of California, Santa Barbara, and he serves on the US Olympic and Paralympic Foundation Board. Mr. Marren holds a bachelor of science degree in electrical engineering from the University of California, Santa Barbara. Director Qualifications: Mr. Marren brings to the Board extensive financial knowledge and technology experience as a result of his prior work at TPG Capital and Morgan Stanley. Mr. Marren also provides the Board with valuable corporate governance insight from his past and present service on private and public company boards. 10 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT Item 1Election of Directors (continued) Dr. Lisa T. Su Director since October 2014 Age: 48 Dr. Lisa T. Su is AMDs President and Chief Executive Officer, a position she has held since October 2014, and also serves on our Board of Directors. Previously, from July 2014 to October 2014, she was Chief Operating Officer responsible for integrating AMDs business units, sales, global operations and infrastructure enablement teams into a single market-facing organization responsible for all aspects of product strategy and execution. Dr. Su joined AMD in January 2012 as Senior Vice President and General Manager, global business units and was responsible for driving end- to-end business execution of AMDs products and solutions. Prior to joining AMD, Dr. Su served as Senior Vice President and General Manager, Networking and Multimedia at Freescale Semiconductor, Inc. (a semiconductor manufacturing company), and was responsible for global strategy, marketing and engineering for the companys embedded communications and applications processor business. Dr. Su joined Freescale in 2007 as Chief Technology Officer, where she led the companys technology roadmap and research and development efforts. Dr. Su spent the previous 13 years at IBM in various engineering and business leadership positions, including Vice President of the Semiconductor Research and Development Center responsible for the strategic direction of IBMs silicon technologies, joint development alliances and semiconductor R&D operations. Prior to IBM, she was a member of the technical staff at Texas Instruments Incorporated in the Semiconductor Process and Device Center from 1994 to 1995. Dr. Su has a bachelor of science, master of science and doctorate degrees in electrical engineering from the Massachusetts Institute of Technology (MIT). She has published more than 40 technical articles and was named a Fellow of the Institute of Electronics and Electrical Engineers in 2009. Dr. Su was named 2014 Executive of the Year at the EETimes and EDN 2014 ACE Awards and was honored in MIT Technology Reviews Top 100 Young Innovators in 2002. She has also been a member of the board of directors of Analog Devices Inc. since 2012. Director Qualifications: As our President and Chief Executive Officer, Dr. Su brings to the Board her expertise and proven leadership in the global semiconductor industry as well as valuable insight into our operations, management and culture, providing an essential link between the management and the Board on managements perspectives. Abhi Y. Talwalkar Director since June 2017 Age: 53 Board Committees: Nominating and Corporate Governance Committee and Compensation Committee Mr. Talwalkar was President and Chief Executive Officer of LSI Corporation (a semiconductor and software company) from May 2005 until the completion of LSIs merger with Avago Technologies Limited in May 2014. From 1993 to 2005, Mr. Talwalkar held a number of senior management positions at Intel Corporation (a semiconductor company), including Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intels corporate client, server, storage, and communications businesses, and Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and driving Intel business strategies for server computing. Prior to Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems (a multiprocessing computer systems design and manufacturer that later became a part of IBM). He also held positions at Bipolar Integrated Technology, Inc. (a VLSI bipolar semiconductor company); and Lattice Semiconductor Inc. (a service-driven developer of programmable design solutions). He has been a member of the board of directors of Lam Research Corporation since 2011, iRhythm Technologies since 2016 and TE Connectivity since 2017. Mr. Talwalkar was also a member of the board of directors of LSI Corporation from 2005 to 2014 and the U.S. Semiconductor Industry Association. Additionally, he was a member of the U.S. delegation for World Semiconductor Council proceedings. Mr. Talwalkar holds a bachelor of science degree in electrical engineering from Oregon State University. Director Qualifications: Mr. Talwalkar brings to the Board extensive CEO experience and significant public company technology industry experience. He also provides the Board with valuable public board governance insight from his past and present board service. ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 11

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2018 NOTICE OF MEETING AND PROXY STATEMENT Item 1Election of Directors (continued) Ahmed Yahia Director since November 2012 Age: 45 Board Committee: Innovation and Technology Committee Mr. Yahia has served as Chief Executive Officer of the Technology, Manufacturing & Mining global platform of Mubadala Investment Company PJSC (Mubadala) since May 2017, where he oversees Mubadalas semiconductors, technology, metals & mining, agribusiness and biotechnology/biopharma portfolio. He is also a member of Mubadalas Investment Committee, which is mandated to develop Mubadalas investment policies, establish investment guidelines and review all proposed projects and investments to ensure they are in line with Mubadalas business objectives. From March 2010 to April 2017, Mr. Yahia was Chief Executive Officer of the Technology & Industry platform of Mubadala Development Company PJSC. From March 2001 to February 2010, Mr. Yahia was a partner of McKinsey & Company (a management consulting company) where the central theme of his work was corporate performance transformations, business building and industrial sector development. Mr. Yahia was also the Managing Partner of McKinseys Abu Dhabi practice. Mr. Yahia serves on the board of directors of several private companies, including GLOBALFOUNDRIES Inc. and Emirates Global Aluminum PJSC. Mr. Yahia holds a master of science degree in mechanical engineering/product strategy from the MIT and a bachelor of science degree in industrial engineering from the Ecole Centrale Paris. Director Qualifications: Mr. Yahias experience as the CEO of the Technology, Manufacturing & Mining global platform of Mubadala and as a former partner of McKinsey & Company provides the Board with expertise in corporate strategy development, corporate performance transformations and operations. Former Directorships in Public Companies in the Last Five Years The table below sets forth the list of public companies on which our director nominees formerly served over the last five years including the name of the company and duration of service. Our director nominees do not currently serve on the boards of the companies listed below. Director Name of the Company Term of Past Directorship John E. Caldwell   Nora M. Denzel Saba Software, Inc. 20112015 Outerwall Inc. 20132015 Overland Storage, Inc. 20082013 Joseph A. Householder San Diego Gas and Electric Company 20102015 Michael J. Inglis ARM 20022013 Pace plc 20082016 John W. Marren Quantenna 20112014 Freescale 20072015 Lisa T. Su   Ahbi Y. Talwalkar LSI Corporation 20052014 Ahmed Yahia SMN Power Holding SAOG 20112013 Consideration of Stockholder Nominees for Director The policy of the Nominating and Corporate Governance Committee is to consider properly submitted stockholder nominations for candidates to serve on the Board. Pursuant to our bylaws, stockholders who wish to nominate persons for election to the Board at our 2019 annual meeting of stockholders must be a stockholder of record, both when they give us notice and at our 2019 annual meeting, must be entitled to vote at our 2019 annual meeting and must comply with the notice provisions in our bylaws. A stockholders notice must be delivered to our Corporate Secretary not less than 90 days nor more than 120 days before the anniversary date of the immediately preceding annual meeting. For our 2019 annual meeting of stockholders, the notice must be delivered between January 2, 2019 and February 1, 2019. However, if our 2019 annual meeting of stockholders is not held within 30 days 12 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT Item 1Election of Directors (continued) of May 2, 2019, the stockholders notice must be delivered no later than the close of business on the tenth day following the earlier of the day on which the first public announcement of the date of our 2019 annual meeting was made or the day the notice of our 2019 annual meeting is mailed. The public announcement of an adjournment or postponement of our 2019 annual meeting of stockholders will not trigger a new time period (or extend any time period) for the giving of a stockholder notice as described in this proxy statement. Notwithstanding the foregoing, if the number of directors to be elected to the Board at an annual meeting is increased and we do not make a public announcement naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding years annual meeting, the stockholders notice will be considered timely, but only with respect to nominees for any new positions created by the increase, if it is delivered to our Corporate Secretary not later than the close of business on the tenth day following the day on which we first make such public announcement. If necessary, the stockholders notice must be updated and supplemented as set forth in our bylaws. The stockholders notice must include the following information for the person making the nomination:  name, age, nationality, business and residence addresses;  principal occupation and employment;  the class and number of shares owned beneficially or of record;  any derivative, swap or other transaction which gives economic risk similar to ownership of shares;  any proxy, agreement, arrangement, understanding or relationship that confers a right to vote any shares;  any agreement, arrangement, understanding or relationship engaged in to increase or decrease the level of risk related to, or the voting power with respect to, our shares, or that provides the opportunity to profit from a decrease in price or value of shares;  any performance-related fees that the nominating person is entitled to, based on any increase or decrease in the value of any shares; and  any other information required by the SEC to be disclosed in a proxy statement. The stockholders notice must also include the following information for each proposed director nominee:  financial or other material relationships between the nominating person and the nominee during the past three years;  the same information as for the nominating person (see above); and  all information required to be disclosed in a proxy statement in connection with election of directors. The Chair of our Annual Meeting will determine if the procedures in the bylaws have been followed, and if not, declare that the nomination be disregarded. If the nomination was made in accordance with the procedures in our bylaws, the Nominating and Corporate Governance Committee will apply the same criteria in evaluating the nominee as it would any other Board nominee candidate and will recommend to the Board whether or not the stockholder nominee should be nominated by the Board and included in our proxy statement. These criteria are described below in the description of the Nominating and Corporate Governance Committee in the section entitled Meetings and Committees of the Board of DirectorsBoard Committees. The nominee must be willing to provide a written questionnaire, representation and agreement, if requested by us, and any other information reasonably requested by us in connection with our evaluation of the nominees independence. Communications with the Board or Non-Management Directors Anyone who wishes to communicate with our Board or with non-management directors may send their communications in writing to Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary or send an email to [email protected] . Our Corporate Secretary will forward all of these communications to our Chairman of the Board. Required Vote At our Annual Meeting, our directors will be elected using a majority vote standard with respect to uncontested elections, such as this election. This standard requires that each director receive the affirmative vote of a majority of the votes cast. A majority of the votes cast means that the number of votes cast for a director must exceed the number of votes cast against that director. Abstentions and broker non-votes will have no effect on the outcome of ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 13

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2018 NOTICE OF MEETING AND PROXY STATEMENT Item 1Election of Directors (continued) these director elections. Each director nominee has submitted a written resignation that will be effective if he or she does not receive a majority of the votes cast for such director and the resignation is accepted by the Nominating and Corporate Governance Committee, another authorized Board committee or the Board. Recommendation of the Board Directors The Board of Directors unanimously recommends that you vote FOR each of the director nominees. Unless you vote otherwise, your proxy will vote FOR the proposed nominees. 14 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT CORPORATE GOVERNANCE The Board has adopted the Governance Principles to address significant corporate governance issues. The Governance Principles provide a framework for our corporate governance matters and include topics such as Board and Board committee composition and evaluation. The Nominating and Corporate Governance Committee is responsible for reviewing the Governance Principles and recommending any changes to the Governance Principles to the Board. Independence of Directors The Governance Principles provide that a substantial majority of the members of the Board must meet the criteria for independence as required by applicable law and the listing rules of the Nasdaq Stock Market (Nasdaq). Among other criteria, no director qualifies as independent unless the Board determines that the director has no direct material relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. On an annual basis, the Board undertakes a review of director independence. The Board determined that all directors who served during fiscal 2017 and all of our director nominees, other than Mr. Yahia and Dr. Su, are independent in accordance with SEC and Nasdaq rules. In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between each director, or any member of his or her immediate family, and us or one of our subsidiaries or affiliates based on information provided by the director, our records and publicly available information. All of the reviewed transactions and arrangements were entered into in the ordinary course of business and none of the transactions or arrangements involved an amount that (i) exceeded the greater of 5% of the recipient entitys revenues or $200,000 with respect to transactions where a director or any member of his or her immediate family or spouse served in any capacity other than as a director of a publicly held-corporation or (ii) exceeded $10,000 with respect to professional or consulting services provided by entities at which our directors serve as professors or employees. The following types and categories of transactions and arrangements were considered by our Board in making its independence determinations:  Payments to Liberty Mutual Holding Company Inc. (LMHC) in fiscal 2017. Mr. Donofrio is a member of the board of directors of LMHC.  Payments to the National Association of Corporate Directors (NACD) in fiscal 2017. Mr. Donofrio is a member of the board of directors of the NACD, and Ms. Denzel is a member of the board of directors of the NACD, Northern California Chapter.  Payments to Micron Technology, Inc. (Micron) and the Semiconductor Industry Association (SIA) in fiscal 2017. Mr. Durcan was the chief executive officer and a member of the board of directors of Micron and was a member of the board of directors of SIA. None of our directors currently has or has had any direct or indirect material interest in any of the above transactions and arrangements. The Board determined that these transactions and arrangements did not warrant a determination that the director was not independent. The Board also determined that each of the members of the Audit and Finance, Nominating and Corporate Governance and Compensation Committees are independent in accordance with SEC and Nasdaq rules. Compensation Committee Interlocks and Insider Participation During fiscal 2017, Messrs. Donofrio, Claflin (until April 2017) and Talwalkar (appointed June 2017) and Ms. Denzel served on the Compensation Committee. The current members of the Compensation Committee are Ms. Denzel and Messrs. Donofrio and Talwalkar. None of the members of the Compensation Committee is or has been an executive officer or employee of AMD. In addition, none of our executive officers serves on the board of directors or compensation committee of a company which has an executive officer who serves on our Board or Compensation Committee. Board Leadership Structure The Governance Principles permit the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals, based on our needs, best practices and the interests of our stockholders. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon our needs and ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 15

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2018 NOTICE OF MEETING AND PROXY STATEMENT Corporate Governance (continued) the Boards assessment of its leadership from time to time. The Board has the experience of functioning effectively either way. The Board believes that its current leadership structure, with an independent Chairman of the Board, separate from the Chief Executive Officer, is the most appropriate leadership structure for the Company at this time, is in the best interests of the stockholders and allows the Board to fulfill its duties effectively and efficiently based on our current needs. Mr. Caldwell, who is independent in accordance with SEC and Nasdaq rules, is our Chairman of the Board. Mr. Caldwell presides at meetings of our stockholders and directors and leads the Board in fulfilling its responsibilities. The Board benefits from Mr. Caldwells extensive and diversified leadership experience, financial management and risk assessment experience. He also has strong public company board experience and has intimate familiarity with our history and business. Separating the roles of the Chairman of the Board and Chief Executive Officer also enables the independent directors to more meaningfully participate in the leadership of the Board. The Board believes this structure provides an appropriate degree of oversight and allows Dr. Su, our President and Chief Executive Officer, to focus on our business strategy and market opportunities, as well as on our organizational structure and execution capabilities. Risk Oversight The Boards role in risk oversight is consistent with our leadership structure, with our President and Chief Executive Officer and other members of management having responsibility for day-to-day risk management activities and processes, and our Board and its committees being actively involved in overseeing our risk management. The Board and management consider risk for these purposes to be the possibility of an undesired occurrence that could threaten the viability of the company, result in a material destruction of our assets or shareholder value, or materially impact our long-term performance. Examples of the types of risks faced by us include:  business-specific risks related to our ability to develop new products and services, our strategic position in key existing and new markets, our operational execution and infrastructure, our relationships with our third-party manufacturing suppliers and competition in the microprocessor and graphics markets;  macroeconomic risks, such as adverse global economic conditions and global geo-political events; and  event risks, such as natural disasters and cybersecurity threats. We engage in activities that seek to take calculated risks that protect the value of our existing assets and create new or future value. Management is responsible for day-to-day risk management activities and processes. Members of senior management participate in identifying and assessing risks and risk controls, developing recommendations to determine the appropriate manner in which to control risk and implementing risk mitigation activities. Our Chief Executive Officer has ultimate responsibility for management of our business, including enterprise level risks and the risk management program and processes. In fulfilling its oversight role, the Board focuses on understanding the nature of our enterprise risks, including risks in our operations, finance and strategy, organization, compliance and external exposures as well as the adequacy of our risk assessment and risk management processes. The Board has implemented a risk oversight model and periodically receives reports and updates from management. At least annually, the Board discusses with management the appropriate level of risk relative to our strategy and objectives and reviews with management our existing risk management processes and their effectiveness. The Board also receives periodic management updates on our operations, organization, financial position and results and strategy and, as appropriate, discusses and provides feedback with respect to risks related to these topics. In addition, the Board receives full reports from the following Board committee chairs regarding each committees considerations and actions related to the specific risk topics over which the committee has oversight:  The Audit and Finance Committee assists the Board in overseeing our enterprise risk management process as it relates to our financial and information technology (including security and cybersecurity) risk exposures; reviews our portfolio of risk; discusses with management significant financial, reporting, regulatory and legal compliance risks in conjunction with enterprise risk exposures as well as risks associated with our capital structure; and reviews our policies with respect to risk assessment and risk management and the actions 16 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT Corporate Governance (continued) management has taken to limit, monitor or control financial and enterprise risk exposure. The Audit and Finance Committee meets with members of our Internal Audit department to discuss any issues that warrant attention.  The Compensation Committee oversees risk management as it relates to our compensation policies and practices applicable to all employees. It reviews with management whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could be reasonably likely to have a material adverse effect on us. For additional details, see Compensation Policies and Practices, below. Additionally, the Compensation Committee oversees organizational risks, including leadership succession, talent capacity, capabilities, attraction, retention and culture.  The Nominating and Corporate Governance Committee considers potential risks related to the effectiveness of the Board, including succession planning for the Board and our overall governance and Board structure.  The Innovation and Technology Committee assists the Board in its oversight responsibilities relating to technical and market risks associated with product development and investment as well as risk mitigation policies and procedures relating to products based on new technology or significant innovations to existing technology. Code of Ethics The Board has adopted a code of ethics that applies to all directors and employees entitled the Worldwide Standards of Business Conduct, which is designed to help directors and employees resolve ethical issues encountered in the business environment. The Worldwide Standards of Business Conduct covers topics such as conflicts of interest, compliance with laws (including anti-corruption laws), fair dealing, protecting our property and confidentiality of our information and encourages the reporting of any behavior not in accordance with the Worldwide Standards of Business Conduct. The Board has also adopted a Code of Ethics for our executive officers and all other senior finance executives. The Code of Ethics covers topics such as financial reporting, conflicts of interest and compliance with laws, rules, regulations and our policies. ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 17

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2018 NOTICE OF MEETING AND PROXY STATEMENT MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS The table below shows the current chairs and membership of the Board and each standing Board committee, the independence status of each Board member and the number of Board and Board committee meetings held during fiscal 2017. Director Board of Directors Audit and Finance Committee Nominating and Corporate Governance Committee Compensation

and Leadership

Resources Committee Innovation and

Technology Committee John E. Caldwell C ● C Nora M. Denzel ● ● C Nicholas M. Donofrio ● ● ● C Mark Durcan ● ● ● Joseph A. Householder** ● C ● Michael J. Inglis ● ● ● ● John W. Marren ● ● ● Lisa T. Su* ● Abhi Y. Talwalkar ● ● ● Ahmed Yahia* ● ● Number of 2017 meetings 6 9 4 8 4 C Chair ● Member * Non-Independent Director ** Financial Expert Board Meetings and Attendance The Board held six meetings during fiscal 2017. During fiscal 2017, all members of the Board attended at least 75 percent of the meetings of the Board and Board committees on which they served. In addition, on at least an annual basis, the Board and management discuss our strategic direction, new business opportunities and product roadmap. Independent and non-management directors also meet regularly in scheduled executive sessions without our Chief Executive Officer and other members of senior management. In addition to these formal meetings, members of our Board informally interact with senior management (including our Chief Executive Officer), industry leaders and customers on a periodic basis. In fiscal 2017, sessions of only our non-employee directors were held three times, and sessions of only our independent directors were held three times. Board Committees The Board has four standing committees: an Audit and Finance Committee, a Nominating and Corporate Governance Committee, a Compensation and Leadership Resources Committee and an Innovation and Technology Committee. The members of the Board committees and their Chairs are nominated by the Nominating and Corporate Governance Committee and appointed by the Board. Each of the Board committees has adopted a written charter, which has been approved by the Board. You can access our current bylaws, committee charters, the Governance Principles, the Worldwide Standards of Business Conduct and the Code of Ethics on the Investor Relations pages of our website at www.amd.com or ir.amd.com . Audit and Finance Committee. The Audit and Finance Committee assists the Board with its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and regulatory requirements, risk assessment, the performance of our internal audit function, our financial affairs and policies and the nature and structure of major financial commitments. The Audit and Finance Committee is also directly responsible for the appointment, independence, compensation, retention and oversight of the work of our independent registered public accounting firm, which reports directly to the Audit and Finance Committee. The Audit and Finance Committee meets alone with our senior management, our financial, legal and internal audit personnel and with our independent registered public accounting firm, which has free access to the Audit and Finance Committee. The head of our Internal 18 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT Meetings and Committees of the Board of Directors (continued) Audit Department reports directly to the Chair of the Audit and Finance Committee and dotted-line to our Chief Financial Officer, and serves a staff function for the Audit and Finance Committee. The Audit and Finance Committee currently consists of Mr. Householder, as Chair, and Messrs. Caldwell, Inglis and Marren, each determined to be financially literate and independent under applicable SEC and Nasdaq rules. The Board also determined that Mr. Householder is an audit committee financial expert, as defined under applicable SEC rules. The Audit and Finance Committee held nine meetings during fiscal 2017. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the Board in discharging its responsibilities regarding the identification of qualified candidates to become Board members, the selection of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected), the selection of candidates to fill any vacancies on the Board and the development and recommendation to the Board of corporate governance guidelines and principles, including the Governance Principles. In addition, the Nominating and Corporate Governance Committee oversees the Boards annual review of its performance (including its composition and organization) and leads a process for our non-employee directors to evaluate the performance of our Chief Executive Officer. The Nominating and Corporate Governance Committee retains a search firm for the purpose of obtaining information regarding potential candidates for Board membership. The Nominating and Corporate Governance Committee currently consists of Mr. Caldwell, as Chair, Messrs. Donofrio, Durcan, Householder, Inglis, Marren and Talwalkar, and Ms. Denzel, each determined by the Board to be independent under applicable SEC and Nasdaq rules. The Nominating and Corporate Governance Committee held four meetings during fiscal 2017 and one meeting during fiscal 2018 to consider director nominees for our Annual Meeting and other matters. In evaluating candidates to determine if they are qualified to become Board members, the Nominating and Corporate Governance Committee looks principally for the following attributes: personal and professional character, integrity, ethics and values; general business experience and leadership profile, including experience in corporate management, such as serving as an officer or former officer of a publicly held company; strategic planning abilities and experience; aptitude in accounting and finance; expertise in domestic and international markets; experience in our industry and with relevant social policy concerns; understanding of relevant technologies; expertise in an area of our operations; communication and interpersonal skills; and practical and mature business judgment. The Nominating and Corporate Governance Committee also considers Board members and nominees service on the boards of other public companies. Although we do not have a formal diversity policy, to foster and maintain a diversity of viewpoints, backgrounds and experience on the Board, the Nominating and Corporate Governance Committee evaluates the mix of skills and experience of the directors and assesses nominees and potential candidates in the context of the current composition of the Board and our requirements, taking into consideration the diverse communities and geographies in which we operate. Although the Nominating and Corporate Governance Committee uses these and other criteria to evaluate potential nominees, there are no stated minimum criteria for nominees. The Nominating and Corporate Governance Committee uses the same standards to evaluate all director candidates, regardless of who proposes them. Compensation and Leadership Resources Committee. The Compensation Committee assists the Board in discharging its responsibilities relating to the compensation of all Section 16 officers, members of the Board and such other employees as delegated from time to time by the Board. In consultation with management, the Board and the Compensation Committees compensation consultant, the Compensation Committee designs, recommends to the Board for approval and evaluates employment, separation, severance and change of control agreements and our compensation plans, policies and programs with respect to our Section 16 officers. The Compensation Committee reviews and approves all grants to the Board, our executive officers, senior vice presidents, and Section 16 officers under our equity plans. To the extent permitted by its charter, the Compensation Committee may delegate certain authority and certain responsibilities to one or more of its members, our officers or a subcommittee of the Compensation Committee. The Compensation Committee aims to structure our compensation program to encourage high performance, promote accountability and align employee interests with our strategic goals and with the interests of our stockholders. The Compensation Committee also oversees risk management as it relates to our compensation policies and practices for employees generally. The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. During fiscal 2017, the Compensation Committee retained Compensia, Inc. (Compensia), a national ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 19

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2018 NOTICE OF MEETING AND PROXY STATEMENT Meetings and Committees of the Board of Directors (continued) compensation consulting firm, as its independent compensation consultant to provide assistance on executive and director compensation matters. Compensia advised the Compensation Committee on a variety of compensation-related matters in fiscal 2017, including:  the competitiveness of our executive compensation program by providing market review of executive compensation, evaluating our compensation peer group composition and compensation at our compensation peer group companies;  the pay levels of our named executive officers by assessing and proposing equity and cash compensation guidelines for various executive job levels and assessing compensation levels for our executive officers;  our executive compensation program design, including short-term and long-term incentive plan design and pay mix, the framework for our long-term incentive awards and our retention strategies, and evaluation of our compensation recoupment (i.e., clawback) policies; and  the compensation arrangements for our Board. The Compensation Committee is supported in its work by members of our management teamincluding Dr. Su, our President and Chief Executive Officer, our Chief Human Resources Officer, Senior Vice President Worldwide Marketing and Investor Relations, our Senior Vice President, General Counsel and Corporate Secretary, and our Vice President, Compensation and Benefits. The Compensation Committee considers the input of these individuals to formulate the specific plan and award designs, including performance measures and performance levels, necessary to align our executive compensation program with our business objectives and strategies. These individuals did not attend either executive sessions or portions of any meetings of the Compensation Committee or our Board where their own compensation determinations were decided. Dr. Su does not participate in the determination of her own compensation. The Compensation Committee currently consists of Ms. Denzel, as Chair, and Messrs. Donofrio and Talwalkar, each determined to be independent under applicable SEC and Nasdaq rules. The Compensation Committee held eight meetings during fiscal 2017. Innovation and Technology Committee. The Innovation and Technology Committee assists the Board in its oversight responsibilities regarding matters of innovation and technology. The Innovation and Technology Committee is responsible for reviewing, evaluating and making recommendations to the Board regarding our major technology plans and strategies, including our research and development activities, as well as the technical and market risks associated with product development and investment; reviewing, evaluating and making recommendations regarding talent and skills of our workforce supporting our technology and research and development activities; monitoring the performance of our technology development in support of our overall business strategy; monitoring and evaluating existing and future trends in technology that may affect our strategic plans; and assessing our risk mitigation policies and procedures relating to products based on new technology or significant innovations to existing technology. The Innovation and Technology Committee currently consists of Mr. Donofrio, as Chair, and Messrs. Durcan, Inglis and Yahia. The Innovation and Technology Committee held four meetings during fiscal 2017. 20 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT DIRECTORS COMPENSATION AND BENEFITS Our directors play a critical role in guiding our strategic direction and overseeing our management. In order to compensate them for their substantial time commitment, we provide a mix of cash and equity-based compensation. We do not provide pension or retirement benefits to our non-employee directors. Mr. Bruce L. Claflin did not stand for re-election at our 2017 Annual Meeting of Stockholders. He did not receive any equity awards in 2017. 2017 Non-Employee Director Compensation. The table below summarizes the compensation paid to our non-employee directors for fiscal 2017. Dr. Su, who is an employee director, did not receive any compensation for her service as a director on the Board. Messrs. Marren, Talwalkar and Durcan joined the Board in February 2017, June 2017 and October 2017, respectively. Mr. Donofrios service will end on May 2, 2018. Name Fees Earned or Paid in Cash (1) ($) Stock Awards (2)(3) ($) Total ($) John E. Caldwell 152,500 274,623 427,123 Nora M. Denzel 120,000 183,087 303,087 Nicholas M. Donofrio 140,000 183,087 323,087 Mark Durcan 17,976 151,850 169,826 Joseph A. Householder 130,000 183,087 313,087 Michael J. Inglis 125,000 183,087 308,087 John W. Marren 91,583 249,307 340,890 Abhi Y. Talwalkar 52,500 190,956 243,456 Ahmed Yahia 95,000 183,087 278,087 (1) Amounts represent annual retainers for service as directors, annual retainers for Board committee service and annual retainers for serving as Board committee chairs, where applicable. See Cash Fees Paid to Non-Employee Directors below for additional information. (2) Amounts represent equity awards in the form of restricted stock unit (RSU) awards granted under our Outsider Director Equity Compensation Policy. See Equity Awards for Non-Employee Directors below for additional information. Amounts reflect the aggregate grant date fair value of the respective directors RSU awards computed in accordance with Financial Accounting Standard Board (FASB) Accounting Standards Codification Topic 718 (ASC Topic 718). For a discussion of the assumptions made in the valuations reflected in this column, see Note 14 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K. The actual value that a director may realize from an RSU award is contingent upon the satisfaction of the conditions to vesting of that award. Thus, there is no assurance that the value, if any, eventually realized by the director will correspond to the amounts shown. The following table sets forth all RSUs granted to each non-employee directors in fiscal 2017: Name Grant Date RSUs Granted (#) Grant Date

Fair Value ($) John E. Caldwell 4/26/2017 20,479 274,623 Nora M. Denzel 4/26/2017 13,653 183,087 Nicholas M. Donofrio 4/26/2017 13,653 183,087 Mark Durcan 10/30/2017 13,944 151,850 Joseph A. Householder 4/26/2017 13,653 183,087 Michael J. Inglis 4/26/2017 13,653 183,087 John W. Marren

2/16/2017

4/26/2017



15,693

3,413



203,538

45,768

Abhi Y. Talwalkar 6/30/2017 15,301 190,956 Ahmed Yahia 4/26/2017 13,653 183,087 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 21

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2018 NOTICE OF MEETING AND PROXY STATEMENT Directors Compensation and Benefits (continued) (3) The following table sets forth the aggregate number of outstanding RSUs held by our non-employee directors as of December 30, 2017, our fiscal year end. None of our non-employee directors held any options as of December 30, 2017. Pursuant to our Outside Director Equity Compensation Policy, Ms. Denzel and Messrs. Caldwell, Durcan, Householder and Inglis have elected to defer the issuance of shares subject to RSU awards, respectively, until such time as the respective director ceases to serve on the Board. The deferred RSUs as of fiscal year end are included in the following table. Name RSUs Outstanding as of December 30,

2017 John E. Caldwell 355,053 Nora M. Denzel 68,861 Nicholas M. Donofrio 13,653 Mark Durcan 13,944 Joseph A. Householder 185,494 Michael J. Inglis 221,760 John W. Marren 19,106 Abhi Y. Talwalkar 15,301 Ahmed Yahia 13,653 Determining Non-Employee Director Compensation. The Compensation Committee annually reviews our non-employee directors compensation. Based on this review, the Compensation Committee recommends any changes to our non-employee directors compensation to the Board for approval. In addition, the Board and Compensation Committee periodically evaluate how our director pay levels and pay policies compare to the competitive market. In fiscal 2017, the Board and Compensation Committee reviewed competitive market data regarding non-employee directors pay relative to our peer group (as described in more detail in the Compensation Discussion and Analysis section) as well as the broader market which was compiled by Compensia. While competitive market data is important to the evaluation of the directors compensation, it is just one of several factors considered by the Board in approving director compensation, and the Board has discretion in determining the nature and extent of its use. In fiscal 2017, in addition to the competitive market data, the Board considered the amount of time associated with Board and Board committee services as well as annual share usage under the 2004 Plan related to non-employee director compensation. The Board continued the practice adopted in May 2014, to reallocate the mix of cash and equity compensation paid to our non-employee directors, with the goal of maintaining total average compensation per non-employee director at approximately the same level as had been previously paid and maintaining an affordable annual share usage. These changes are further described under Cash Fees Paid to Non-Employee Directors and Equity Awards for Non-Employee Directors, below. Cash Fees Paid to Non-Employee Directors. The cash fees our non-employee directors were eligible to receive in fiscal 2017 was composed of the following elements:  Annual retainer for services as a director;  Annual retainer for services on a Board committee; and  Annual retainer for services as a Board committee chair. Annual Retainer for Service as Director . Non-employee directors are paid an annual retainer for their service as directors. In fiscal 2017, other than our Chairman of the Board, the non-employee directors were paid an annual retainer of $75,000. The annual retainer for the Chairman of the Board for a full year of service is 1.5 times the amount of the other Board members annual retainer, or $112,500. In fiscal 2017, Messrs. Durcan, Marren and Talwalkar were paid a pro-rated annual retainer of $17,976, $91,583 and $52,500, respectively, to reflect their appointments to the Board in October 2017, February 2017 and June 2017, respectively. 22 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT Directors Compensation and Benefits (continued) Annual Retainer for Service on Board Committees . During fiscal 2017, the Board continued the practice of paying additional annual retainers set forth below for service on a Board committee. These retainers were unchanged in fiscal 2017. Audit and Finance Committee $ 20,000 Compensation Committee $ 20,000 Nominating and Corporate Governance Committee $ 10,000 Innovation and Technology Committee $ 20,000 Annual Retainer for Service as Board Committee Chair . In addition, non-employee directors receive annual retainers for serving as a chair of a Board committee, which are set forth below. These retainers were unchanged in fiscal 2017. Audit and Finance Committee $ 25,000 Compensation Committee $ 15,000 Nominating and Corporate Governance Committee $ 10,000 Innovation and Technology Committee $ 15,000 Equity Awards for Non-Employee Directors. In order to align the long-term interests of our directors with those of our stockholders, a portion of director compensation is provided in the form of equity. Non-employee directors participate in our 2004 Equity Incentive Plan (as amended and restated, the 2004 Plan) and are entitled to receive equity awards under our Outsider Director Equity Compensation Policy, subject to the terms of the 2004 Plan. Non-employee directors are generally eligible to receive an annual RSU award (an Annual RSU Award) upon re-election at each annual meeting of stockholders, and, if a non-employee director is appointed to the Board on a date other than the date of an annual meeting of stockholders, such director is entitled to receive an initial RSU award on his or her appointment to the Board (an Off-Cycle RSU Grant). Annual RSU Awards . Under our current Outside Director Equity Compensation Policy, which was amended in October 2017, the Annual RSU Award for each non-employee director (other than the Chairman of the Board) who has served on the Board for at least six months prior to an annual meeting of stockholders is calculated based on the following formula, with no discretionary component: the quotient of (i) $185,000 (the Target Equity Value) divided by (ii) the average closing price of our common stock for the 30-trading day period preceding and ending with the date of the respective RSU grant. In fiscal 2017, the Chairman of the Board received an Annual RSU Award with a Target Equity Value of $277,500. Prior to April 2017, the Outside Director Equity Compensation Policy stipulated that annual and off-cycle RSU awards would be calculated based on the Target Equity Value divided by the average closing price of our common stock for the 30-calendar day period preceding and ending with the date of the respective RSU grant. In addition, under our current Outside Director Equity Compensation Policies, if a non-employee director has served on the Board for less than six months prior to an annual meeting of stockholders, such directors Annual RSU Award is pro-rated based on the number of months of service before the respective annual meeting of stockholders. For purposes of the pro-rata calculation, service during any portion of a month counts as a full month of service. Off-Cycle Grants . Under our current Outside Director Equity Compensation Policy, an Off-Cycle Grant is equal to the quotient of (i) $185,000 divided by (ii) the average closing price of our common stock for the 30-trading day period preceding and ending with the date of the respective RSU grant. The Annual RSU Awards and the Off-Cycle RSU Grants vest on the one-year anniversary of their grant dates. In fiscal 2017, each of our directors, other than those who did not stand for re-election, received an Annual RSU Award under our current Outside Director Equity Compensation Policy. Deferral . Pursuant to our Outside Director Equity Compensation Policy, our non-employee directors may elect to defer the issuance of shares of our common stock that become issuable upon vesting of the RSUs granted pursuant to the 2004 Plan (and the recognition of taxable income associated with such RSUs) until such time as the director ceases to serve on our Board. A non-employee director can make this election by completing a Restricted Stock Unit ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement 23

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2018 NOTICE OF MEETING AND PROXY STATEMENT Directors Compensation and Benefits (continued) Award Deferral Election Agreement before the scheduled date of an RSU grant. If a director makes this election, the issuance of the common stock subject to the RSUs may not be accelerated or changed once the Election Agreement is submitted to us. Any common stock deferred under our Outside Director Equity Compensation Policy is issued to the director, in one lump sum, within 30 days after his or her resignation from our Board. Acceleration of Vesting . Pursuant to our Outside Director Equity Compensation Policy, in the event of our change of control, all of our non-employee directors equity compensation awards will become fully vested. In addition, in the event of the termination of a non-employee directors service to the Board as a result of death, disability or retirement, all of his or her non-employee directors equity compensation awards will become fully vested, provided that such non-employee director served as a member of the Board for at least three years prior to the date of termination and satisfied our stock ownership guideline requirements during his or her service as a Board member. Other Benefits for Non-Employee Directors. We reimburse our directors for their travel and expenses in connection with attending Board meetings and Board-related activities, such as AMD site visits and sponsored events, as well as for continuing education programs. Stock Ownership Guidelines. Under our stock ownership guidelines, which were updated in August 2017, our non-employee directors are required to hold the lesser of (i) the number of shares equivalent to five times the then-current annual retainer divided by the average closing prices of the shares for the 30-day period immediately preceding and ending with the date of the annual meeting of stockholders or (ii) 30,000 shares (in the case of non-employee directors other than the Chairman of our Board) or 45,000 shares (in the case of the Chairman of the Board). The stock ownership guidelines must be achieved by each non-employee director within the later of (i) August 2022, which is the five-year anniversary of the adoption of our amended stock ownership guidelines, or (ii) the five-year anniversary of the respective directors first election or appointment to the Board or first appointment as Chairman of the Board, as applicable. Until the requirements of our stock ownership guidelines are achieved, each non-employee director is encouraged to retain at least 10% of the net shares (as defined below) obtained through our stock incentive plans. Shares counted toward the minimum stock ownership requirements include (i) shares of common stock owned outright by a director and his or her immediate family members who share the same household, whether held individually or jointly; (ii) restricted stock where the restrictions have lapsed; (iii) shares acquired upon stock option exercise; (iv) shares purchased in the open market; (v) restricted stock units where the restrictions have lapsed but the issuance of the shares to the director has been deferred at the election of the director pursuant to a Company policy, plan or written agreement; and (vi) shares held in trust. Net shares are the number of shares from the sale of stock options or the vesting of restricted stock, less the number of shares the director sells to cover the exercise price of stock options and sells or has withheld to pay taxes. As of December 30, 2017, all of our non-employee directors were holding the required number of shares under our stock ownership guidelines or had time remaining to do so within the established compliance time frame. 24 ADVANCED MICRO DEVICES, INC. | 2018 Proxy Statement

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2018 NOTICE OF MEETING AND PROXY STATEMENT PRINCIPAL STOCKHOLDERS The following table shows each person or entity we know to be the beneficial owner of five percent or more of our common stoc