Bylaw Amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 March 6, 2020 Date of Report (date of earliest event reported) ADVANCED MICRO DEVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-07882 94-1692300 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)     2485 Augustine Drive Santa Clara , California 95054 (Address of principal executive offices) (Zip Code) ( 408 ) 749 4000 Registrant's telephone number, including area code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value AMD NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 6, 2020 the Board of Directors (the “Board”) of Advanced Micro Devices, Inc. (the “Company”) adopted an amendment and restatement of the Company’s bylaws (the “Bylaws”) to implement proxy access, effective immediately. The Bylaws include a new Section 14 under Article II that permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, director candidates constituting up to twenty percent of the Board elected by holders of the Company’s common stock, provided that the stockholder (or group) and each nominee satisfy the requirements as set forth in the Bylaws. The Company also amended other sections of Article II of the Bylaws to make clarifications and conforming changes resulting from the adoption of proxy access and made non-substantive changes to Articles III, V and VI. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.     (d) Exhibits.   EXHIBIT INDEX Exhibit No.   Description 3.1   Advanced Micro Devices, Inc. Amended and Restated Bylaws, as amended on March 6, 2020.      SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 12, 2020 ADVANCED MICRO DEVICES, INC.                          By: /s/ Harry A. Wolin Name: Harry A. Wolin Title: Senior Vice President, General Counsel and Corporate Secretary