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 executive credentials; AMD's 3-year TSR of +126.4% outperforms the peer group median by +58.2pp, which is below the 65pp threshold required to trigger a vote against under the strong-positive TSR policy band; no overboarding, attendance, or independence concerns.
Director since 2019 with extensive CEO and technology industry experience; AMD's 3-year TSR outperformance of peers falls below the 65pp trigger threshold, so no TSR concern applies; no other policy flags identified.
Director since 2014 with deep CFO and financial expertise appropriate for his Audit Committee chair role; peer TSR gap of +58.2pp is below the 65pp trigger; no overboarding, attendance, or independence concerns.
Director since 2017 with extensive semiconductor industry investment and capital markets experience; AMD's 3-year TSR outperforms peers by +58.2pp, below the 65pp trigger threshold; no other policy flags identified.
Appointed January 2026, less than 24 months ago, making her exempt from the TSR trigger under the new-director exemption; brings strong CFO credentials from Accenture relevant to the Audit Committee role.
Director and CEO since 2014; AMD's 3-year TSR of +126.4% outperforms the peer median by +58.2pp, which does not meet the 65pp threshold required to trigger a vote against even for executive directors; AMD's strong performance record under her leadership supports a FOR vote.
Director since 2017 with deep semiconductor CEO experience; the peer TSR gap of +58.2pp falls below the 65pp trigger threshold for companies with strong positive absolute 3-year returns; no overboarding, attendance, or independence concerns.
Director since February 2022 (joined as AMD completed the Xilinx acquisition); extensive technology board and general management experience; AMD's TSR outperformance does not breach the 65pp trigger threshold; no other policy flags identified.
All eight director nominees pass the policy screens: AMD's 3-year price return of +126.4% outperforms the company-disclosed compensation peer group median by +58.2pp, which is below the 65pp underperformance threshold applicable to companies with strong positive absolute TSR (>+20%). No directors are overboarded, no attendance issues were disclosed, all independent directors appear properly classified, and no familial relationships with senior management were identified. Newly appointed director KC McClure (January 2026) is additionally exempt from the TSR trigger as a director within 24 months of appointment.
Say on Pay
✓ FORCEO
Lisa T. Su
Total Comp
$55,161,779
Prior Support
85%%
Prior-year Say-on-Pay support was approximately 85%, well above the 70% threshold that would require visible changes to the program design. The compensation structure is heavily weighted toward variable, performance-linked pay: approximately 96% of CEO target total direct compensation is at-risk, with long-term equity awards comprising approximately 89% of target pay — well exceeding the 50-60% variable pay minimum required by policy. AMD's 3-year total shareholder return of +126.4% significantly outperforms the sector ETF (XLK) by +42.2pp and the peer group median by +58.2pp, confirming that above-benchmark incentive pay is aligned with strong shareholder outcomes. Performance stock awards that vested in 2025 paid out at approximately 97% of target based on TSR relative to the S&P 500, and the annual cash bonus paid out at 121% of target based on revenue, non-GAAP net income, and strategic milestone goals — all consistent with genuine pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a company of AMD's size and complexity. The proxy filing does not explicitly disclose auditor tenure or a fee breakdown table within the extracted text, so the tenure trigger cannot fire and no non-audit fee ratio can be calculated; per policy, the absence of confirmed tenure data means the tenure trigger does not apply. No material financial restatements attributable to audit failure were disclosed, and no other policy flags were identified.
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 improvement proposals — the policy treats such filers seriously. The ask is a mainstream governance improvement: lowering the special meeting ownership threshold from 20% to 10% and removing the one-year holding period, both of which are standard provisions at many large-cap companies. AMD's current 20% threshold combined with a one-year continuous holding requirement is among the most restrictive in the S&P 500, and similar proposals received 51-72% support at other companies in 2024, signaling broad institutional investor support for more accessible special meeting rights. The board's opposition arguments — that a 10% threshold could enable two shareholders to call meetings and that the one-year holding period guards against short-term activists — are common talking points that do not outweigh the fundamental shareholder right to engage the board between annual meetings, especially given that AMD's own proxy notes written consent rights already exist.
Overall Assessment
The 2026 AMD annual meeting ballot presents five proposals: all eight director nominees receive a FOR vote as AMD's strong 3-year TSR outperformance (+58.2pp above peer median) falls short of the 65pp trigger threshold; Ernst & Young's ratification receives a FOR vote with no fee or tenure concerns identified; Say-on-Pay receives a FOR vote supported by 85% prior-year approval, a heavily performance-weighted pay structure, and strong stock performance. The sole stockholder proposal — John Chevedden's request to lower the special meeting threshold from 20% to 10% — receives a FOR vote as a credible governance improvement from a recognized activist filer, consistent with market norms and recent peer-company voting trends.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing