ADVANCED MICRO DEVICES INC (AMD)
Sector: Information Technology
2026 Annual Meeting Analysis
ADVANCED MICRO DEVICES INC · Meeting: May 13, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2014 with strong technology and governance credentials; AMD's 3-year price return of 101.4% outperforms the ^GSPC — S&P 500 by +41.0pp, well below the 65pp threshold required to trigger a AGAINST vote for a strong-positive-TSR company; no attendance, overboarding, or independence concerns.
Director since 2019 with extensive CEO and technology industry experience; TSR trigger does not apply given AMD's +41.0pp outperformance vs. ^GSPC — S&P 500 falls well short of the 65pp threshold; no other policy concerns identified.
Director since 2014 with deep financial expertise as former CFO and audit committee financial expert; TSR trigger does not fire as AMD's 3-year outperformance of +41.0pp vs. ^GSPC — S&P 500 is below the 65pp threshold; no overboarding or independence issues.
Director since 2017 with strong semiconductor and capital markets expertise; AMD's 3-year TSR outperforms ^GSPC — S&P 500 by +41.0pp, which does not meet the 65pp underperformance threshold to trigger a negative vote; no other concerns.
Appointed January 2026, well within the 24-month new-director exemption from the TSR trigger; brings highly relevant CFO experience from Accenture and serves as audit committee financial expert; no policy concerns.
CEO and Chair since 2014/2022 with a demonstrated record of transforming AMD into a leading AI and high-performance computing company; AMD's 3-year outperformance of +41.0pp vs. ^GSPC — S&P 500 is well below the 65pp trigger threshold even for an executive director; no independence or overboarding concerns apply.
Director since 2017 with extensive semiconductor CEO experience; AMD's 3-year TSR gap vs. ^GSPC — S&P 500 of +41.0pp does not reach the 65pp threshold needed to trigger a negative vote; current board seats (AMD, Lam Research, TE Connectivity) total three public boards, which is within the overboarding limit.
Director since February 2022 with over 25 years of technology board and general management experience; AMD's 3-year outperformance of +41.0pp vs. ^GSPC — S&P 500 does not trigger the 65pp threshold; no attendance, independence, or overboarding concerns identified.
All eight director nominees receive a FOR vote. AMD's 3-year price return of 101.4% outperforms the ^GSPC — S&P 500 by +41.0pp, which is well below the 65pp underperformance threshold required to trigger a negative TSR vote for a company with strong-positive absolute returns. No directors are overboarded, all independent directors appear properly classified, all directors attended at least 75% of meetings in 2025, and the board features relevant skills including multiple current and former CEOs, financial experts, and deep semiconductor expertise.
Say on Pay
✓ FORCEO
Lisa T. Su
Total Comp
$55,161,779
Prior Support
85%%
CEO Lisa Su's reported total compensation of approximately $55.2 million is high in absolute terms but reflects her status as one of the most consequential leaders in the semiconductor industry, presiding over a company that grew revenue 34% to a record $34.6 billion in 2025 and whose stock outperformed the ^GSPC — S&P 500 by +41.0pp over three years. Pay structure is heavily performance-oriented — approximately 96% of the CEO's target pay is variable and at-risk, with long-term equity awards tied to multi-year total shareholder return relative to S&P 500 companies, satisfying the pay-for-performance alignment requirement. The prior Say-on-Pay vote received 85% support (above the 70% threshold), and the company runs a robust clawback policy and active shareholder engagement program, with no red flags on pay mix, dilution, or governance quality.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big Four firm appropriate for a company of AMD's scale and complexity; no auditor tenure data or fee breakdown was explicitly provided in the filing text available for review, so neither the tenure trigger nor the non-audit fee ratio trigger can fire; absent confirmed data triggering a negative vote, the default is FOR.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Requesting Changes to the Stockholder Right to Call a Special Meeting
John Chevedden is a well-known individual governance activist with a long track record of submitting substantive governance proposals, and this proposal asks for a meaningful structural improvement: lowering the special meeting threshold from 20% to 10% and eliminating a one-year holding requirement that is more restrictive than market norms. A 20% ownership threshold to call a special meeting is materially higher than the 10-15% threshold common at large-cap companies, and the one-year continuous holding requirement adds an additional barrier that effectively prevents most institutional shareholders from exercising this right promptly. While the board argues that prior votes rejected similar proposals, lowering barriers to shareholder action is a mainstream governance improvement that aligns shareholder rights with long-term corporate accountability, and Chevedden's filer identity warrants taking the proposal seriously on its merits.
Overall Assessment
AMD's 2026 annual meeting ballot presents a strong governance profile overall: the director slate is unanimously supported given AMD's strong stock outperformance vs. the ^GSPC — S&P 500, the Say-on-Pay program earns support based on its heavily performance-linked structure and strong shareholder returns, and auditor ratification proceeds without available fee data to trigger a concern. The one contested item is the Chevedden special meeting proposal, where the policy supports lowering the 20% threshold and eliminating the one-year holding requirement as a genuine governance improvement, notwithstanding the board's opposition.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing