Advanced Micro Devices, Inc. (AMD)
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AGM 2024

May 8, 2024

Operator

My name is Mandeep, and I'll be your operator today. I would like to welcome you to the Advanced Micro Devices 2024 Annual Meeting of Stockholders. At this time, I'd like to hand over the call to Dr. Lisa Su, Chair and CEO. Dr. Su?

Lisa Su
CEO, AMD

Thank you. Good morning, ladies and gentlemen, and welcome to AMD's 2024 Annual Stockholders Meeting. The meeting is now called to order. I am Lisa Su, Chair and Chief Executive Officer of AMD, and I will chair today's stockholders meeting. We are pleased to provide you the opportunity to vote and ask questions virtually today. It is 9:01 A.M. Pacific Time, and the polls are open, and you may vote at any time during the meeting until the polls close. With us today are the following board members and director nominees: Ms. Nora Denzel, Lead Independent Director and Chair of the Nominating and Corporate Governance Committee. Mr. Mark Durkan, Director and Chair of the Compensation and Leadership Resources Committee. Mr. Michael Gregoire, Director. Mr. Joseph Householder, Director and Chair of the Audit and Finance Committee. Mr. John Marren, Director. Mr. Jon Olson, Director. Mr.

Abi Talwalkar, Director and Chair of the Innovation and Technology Committee, and Ms. Elizabeth Vanderslice, Director. Also joining us today is our Executive Vice President, Chief Financial Officer, and Treasurer, Ms. Jean Hu, and our Senior Vice President, General Counsel, and Corporate Secretary, Ms. Ava Hahn. In addition, representatives of Ernst & Young LLP, our independent auditors, are in attendance today. As chair of this meeting, I designate Ms. Ava Hahn as Secretary of the meeting. Ms. Hahn will now conduct the formal portion of the meeting.

Ava Hahn
SVP, General Counsel and Corporate Secretary, AMD

Thank you, Dr. Su. Good morning. As set forth in the notice of the meeting, the official business to be conducted is as follows: First, to elect the nine director nominees named in our proxy statement. Second, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year. Third, to approve, on a non-binding, advisory basis, the compensation of our named executive officers. And fourth, to vote on a stockholder proposal if properly presented. No other matters will be considered. Following the formal business of the meeting, the meeting will be concluded, and Dr. Su will deliver her report as Chair and Chief Executive Officer of the company. A stockholder question-and-answer session will follow that report. The question-and-answer session is open to AMD stockholders, who may submit their questions in the designated field on the web portal for this meeting.

I have been authorized by the board of directors to appoint Ms. Kristina Veaco of the Veaco Group as Inspector of Elections for this meeting. Ms. Veaco will determine the number of shares represented at this meeting, the validity of the proxies, the existence of a quorum, and the number of votes on all matters voted upon at this meeting. The board of directors fixed the close of business on March 13, 2024, as the record date for the determination of stockholders entitled to notice of this meeting and entitled to vote at this meeting. I have a list of stockholders of the company from Computershare, our transfer agent, showing 1,616,101,675 shares outstanding on the record date and entitled to vote at this meeting.

This list has been available at our headquarters in Santa Clara, California, for the last 10 days and will be available during this meeting on our virtual meeting website for inspection by any stockholder. I also have an affidavit certifying that proxy materials for this meeting were first distributed and made available on March 25, 2024, to all stockholders of record as of March 13, 2024. I declare that legal notice of the meeting has been duly given. The affidavit is available for inspection by any stockholder who may wish to see it after the meeting.

Immediately prior to the commencement of this meeting, a count of shares present indicated that 1,285,663,508 shares of the company's voting stock were present, representing 79.55% of the outstanding shares of common stock as of March thirteenth, 2024. Based on this number, a quorum is present. If you wish to vote at this meeting and have not done so already, or if you wish to change your vote, please do so by clicking the Vote Here button and following the pertinent instructions on the annual meeting web portal. If you have already voted and do not wish to change your vote, your shares will be voted by the proxy holders in the manner specified on the proxy form. The polls will close after the proposals have been presented.

A copy of the minutes from the Advanced Micro Devices annual meeting of stockholders held on May 18, 2023, is available online for inspection by stockholders. We will dispense with a reading of the 2023 meeting minutes this morning. The election of directors is the first item on the agenda. The slate of directors recommended by the board of directors is described in the 2024 proxy statement. The nine individuals who have been nominated for election are Ms. Nora Denzel, Mr. Mark Durkan, Mr. Michael Gregoire, Mr. Joseph Householder, Mr. John Marren, Mr. Jon Olson, Dr. Lisa Su, Mr. Abi Talwalkar, and Ms. Elizabeth Vanderslice. I now declare the nominations closed. The second item is to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.

The third item is to approve on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in the 2024 proxy statement, pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The fourth item is to vote on a stockholder proposal. The proposal has been submitted by Mr. John Chevedden, a stockholder. Mr. Chevedden will be granted three minutes to introduce the proposal. At this time, I recognize Mr. Chevedden for a period of three minutes, after which the polls will be closed. Mr. Chevedden?

Mr. Chevedden, your line is open.

John Chevedden
Stockholder

Hello, this is John Chevedden. Proposal 4: adopt a better shareholder right to call a special shareholder meeting. Shareholders ask the board of directors to take the steps necessary to amend the appropriate governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Calling a special shareholder meeting is hardly ever used by shareholders, but the main point of calling a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management. Management will have an incentive to generally engage with shareholders instead of stonewalling if shareholders have a reasonable plan B alternative of calling for a special shareholder meeting. A reasonable right to call a special shareholder meeting is an important step for effective shareholder engagement with management.

Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by our directors. For instance, Mr. Abi Talwalkar received 158 million against votes in 2023. This compares poorly with the seven Advanced Micro Devices directors, each receiving less than 26 million against votes. With the widespread use of online shareholder meetings, it's much easier for management to conduct a special shareholder meeting, and our bylaws thus need to be updated accordingly. This proposal has already been somewhat successful in moving the AMD board of directors to adopt a bare minimum form of a special meeting right for shareholders. However, this proposal recommends that 10% of shares have the right to call for a special shareholder meeting.

The AMD board adopted a higher 20% stock ownership threshold, and then the board sandbagged their 20% figure with a rule that excluded all shares owned for less than a full year. Thus, a group of shareholders who own 20% of AMD stock held for a full year could determine that they own 30% of AMD stock when the length of stock ownership is factored out. Thus, the board of directors have, in effect, adopted a 30% stock ownership threshold when this proposal called for a 10% stock ownership threshold. Please vote yes. Adopt a better shareholder right to call a special shareholder meeting. Proposal 4.

Ava Hahn
SVP, General Counsel and Corporate Secretary, AMD

Thank you, Mr. Chevedden. The board recommends a vote against this proposal for the reasons set forth in the company's proxy statement. It is now 9:09 A.M. Pacific Time, and I declare that the polls are closed. Ms. Veaco, please present the report of the Inspector of Elections.

Kristina Veaco
Inspector of Elections

Based on the preliminary results, each of the nominees for director has received the affirmative vote of a majority of votes cast. The ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm has received the affirmative vote of a majority of the shares of common stock entitled to vote and represented at the meeting. The proposal concerning the advisory vote to approve the compensation of our named executive officers has received the affirmative vote of a majority of the shares of common stock entitled to vote and represented at the meeting. And finally, the stockholder proposal has received a negative vote of a majority of the shares of common stock entitled to vote and represented at this meeting.

Ava Hahn
SVP, General Counsel and Corporate Secretary, AMD

Thank you, Ms. Veaco. Based on the preliminary report of the inspector, each of the nominees for director has been elected, the appointment of Ernst & Young LLP has been ratified. The proposal concerning the advisory vote to approve the compensation of named executive officers has been approved, and the stockholder proposal has been rejected. The final report of the Inspector of Elections will be on file for inspection by stockholders, and the company will report the final results on a current report on Form 8-K with the Securities and Exchange Commission within four business days. On behalf of Dr. Su, the formal portion of the meeting is adjourned. We will now proceed with Dr. Su's report. I would like to point out that management may make forward-looking statements about the company's current plans and expectations.

Actual results may differ materially from current plans and expectations, so I encourage you to review our SEC filings, where we discuss the risks inherent to our business. You will find detailed discussions in our quarterly report on Form 10-Q for the quarter ended March 30, 2024. It should be noted that any non-GAAP financial measures referenced during Dr. Su's report are reconciled to their most directly comparable GAAP financial measures in the slide deck for this meeting, which can be found on the investor relations portion of AMD's website. At this time, I would like to welcome back AMD's Chair and Chief Executive Officer, Dr. Lisa Su.

Lisa Su
CEO, AMD

Great, thank you. It's a pleasure to be here today. Let me give a little bit of background on the company and our strategic objectives. First of all, we thank our shareholders for all of their support. We've been on a journey to really create the leading high-performance and adaptive computing company, and that comes with several key tenets. It's first and foremost a leadership product portfolio. It is also our high focus on expanding our customer and partner ecosystem. Our significant focus from a market standpoint is around data center and AI, really across our entire portfolio, and then, of course, all of that is based on a strong financial foundation. If you take a look at our technology imperatives, there are really four pillars of our key investments in technology.

First is our broad IP portfolio. We are executing on leadership, CPU, GPU, DPU, FPGA, and adaptive SoC and AI products. And that is a significant multi-generational roadmap that we have in each of those areas. We are also utilizing advanced technology and driving both leadership process technology as well as 2.5D and 3D chiplet packaging, which has been one of the key innovations that AMD has brought to the marketplace. From a product portfolio standpoint, we are continuing to invest heavily in data center leadership, that's across all of our engines, compute engines.

Then, to ensure that our hardware is very easy to use and very easy to adopt by our customers and partners, we are investing heavily in software enablement, and that is through open source software platforms, as well as platforms optimized for performance across heterogeneous computing solutions. If you look across the product set in our four segments, you know, again, data center, client, gaming, and embedded, we're focused on delivering highest performing products at also the best power efficiency and energy efficiency going forward. We have a very broad portfolio across all of these areas, and I'll go through a little bit of each of the segments in the coming charts. Starting first with our data center, 2023 performance.

It was a strong year for our data center segment. We had record revenues of $6.5 billion, which was up 7% year-on-year. If you look within data center, we've made tremendous progress across each of the subsegments. First, in cloud, we have now at the end of 2023, over 800 EPYC CPU-powered cloud instances. Right now it's very close to 900. And we've launched a broad portfolio based on our Zen 4 product roadmap, that includes both the highest performing chips in the data center with our Genoa product line, as well as cloud-optimized Bergamo, high-performance optimized with Genoa-X, and also more cost-optimized with Siena.

So, our focus here has been on ensuring that we have workload-specific leadership, across the segment. On the HPC side, we have done extremely well. We currently continue to have the top-performing supercomputer in the world, at Frontier with Oak Ridge National Labs, and that has been in place for the last several years. We have 140 of the world's fastest supercomputers on the TOP500 list, and we have eight of the top 10 most energy-efficient supercomputers on the Green 500 list. And that's a result of our leadership, in both our CPUs, our GPUs, and our overall system capability for high-performance computing. We've also made very nice progress in the enterprise space.

We now have over 250 fourth-gen EPYC platforms from all of the leading OEMs, and we continue to see strong momentum through the enterprise segments as you know, Zen 4 and our Zen 4 family of products have been very well adopted in enterprise. And then, of course, tremendous excitement around AI. We launched our AMD Instinct MI300X and our MI300A platforms at the end of 2023, and they've ramped very nicely here into 2024 with leadership generative AI performance. Next page, please. Turning to our embedded segment. In 2023, it was also a record year for our embedded segment with revenue up 17% year-on-year to $5.3 billion.

You know, this business, you know, from the former Xilinx acquisition, has been very, very successful for us. We have you know, strong traction across all of the embedded segments, including industrial, vision, healthcare, communications, aerospace, test and measurement, and automotive. We've continued to increase the product portfolio with recent launches of new Versal SoCs. And we continue to work you know, very closely with our customers to bring the synergy of the AMD portfolio from the FPGA and adaptive computing side, together with the embedded processing side, and that was highlighted by the design win momentum that we've seen in this business. So this is a long life business.

In other words, the designs that we win today end up turning into revenue, you know, 3, 4, 5, sometimes even longer, years away. So this design win pipeline is what we focus on in terms of ensuring that we are seeing a good synergy across the product portfolio. And our expanded portfolio drove over $10 billion of design wins in 2023 because of the strength of the combined company. So we're very pleased with that performance. Next page, please. Turning to our client business. The client business actually was a tale of two halves. The first half of 2023 was relatively lower because of some of the pandemic-driven demand that had caused some inventory in you know the PC channel.

But what we did see is a nice improvement in the second half of the year. Overall, for the year, the segment revenue was down 25% to $4.7 billion. Underneath that, we did some very significant product announcements that enhanced our competitive position. So if you look at the notebook space, you know, AMD was the first to launch integrated x86 devices that had a standalone AI engine or NPU. We call that Ryzen AI. The first generation of that was Ryzen 7040, and then we launched the second generation, Ryzen 8040, towards the end of last year.

We believe the AI PC category will be a very important category for the client segment, and we believe that we have a leading position in that because of the strong investments we've made in the AI roadmap. We've also launched new desktop products with our 7000 X3D series that added 3D packaging technologies with leadership gaming performance. And we've made nice progress in gaining commercial client share, which is a very strategic part of the PC business, as we think about improving the overall mix of the business going forward. Next page, please. And then on the gaming segment, gaming segment revenue was down 9% year-over-year.

You know, what we see is that we are in the second half of the game console cycle, and so, you know, as the number one provider of game consoles, it's been a very successful segment for us. As we now move on to, you know, the fifth year of the console segment, we've seen some decline in the overall demand there. We still feel that it's a very strong segment and one that returns a significant, you know, operating profits to the overall segment. From a product standpoint, we also ramped our desktop Radeon 7000 Series GPUs, as well as broadening our software capability for gaming, as well as AI. Next page, please.

So, overall financial summary for the year, you know, we were at $22.7 billion, which was down 4% on a year-on-year basis. Underneath that, we had the data center and embedded segments that performed quite well, now being over 50% of our revenue, with declines in the client and gaming segment, as described. We continue to invest heavily in R&D. You know, our R&D pipeline is the foundation for our future growth. And so, you know, with that, the majority of those investments went towards our data center and AI businesses, as we continue to believe this is the single largest opportunity for the industry, as well as for AMD. Next page, please.

And from a share repurchase program, we continue to return capital to our shareholders. We returned about $985 million in 2023, and we continue to have $5.6 billion remaining in terms of our share purchase authorization as of Q1 2024. And we continue to believe that this is an important part of our capital allocation process going forward. Next page. So talking a little bit about AI. You know, there's substantial interest in AI across the industry, as well as across all of our customers and partners. AMD is in a very unique position in the sense that we have all of the right AI engines across all of the market segments.

So when you look across our product portfolio in data center, edge, and endpoint, we have the AI solutions across the portfolio from the largest data centers in cloud with our AMD Instinct accelerators and our EPYC processors, to the edge with our Versal AI Edge embedded capability and our Alveo accelerators, to the client with our PC capability. And this is an area that we believe will continue to be extremely strategic for us over the next 5+ years. One of the things that is most interesting is the rate and pace of acceleration of the total market opportunity.

So, when we had our event in December, where we talked about the overall AI market, you know, our discussions with our partners and our understanding of the industry would tell us that we see a CAGR of 70%+, over the next 3 or 4 years, which would enable a TAM of $400 billion in 2027. So that is a tremendous growth opportunity, for the entire industry, and it's one that, you know, we believe AMD is extremely well-positioned, to participate in. When you look at MI300X, we launched MI300X in December. That was when we started production shipments, for this product. It has truly been a tremendous reception, in the industry.

We've had a very strong support from some of the largest hyperscalers, including Microsoft, Meta, and Oracle, as well as the entire ecosystem, OEMs, ODMs. It is in fact a ramp that has gone extremely well, and it's the fastest-ramping product in AMD history. One of the things that is most important in our forward-looking investments is our investment in the open software ecosystem. And I would say again, if I think about the progress over the last three or four quarters, we've made a tremendous progress here to ensure that not only are we investing in the ecosystem, but there's a tremendous support in the open ecosystem. Hugging Face now has over 400,000 models enabled on AMD. We are in continuous testing nightly.

You know, PyTorch, again, you know, works on all of the AMD platforms on day one. We've had a great relationship with OpenAI, and we continue to optimize across all of the open source contributors in this area. And then we continue to invest in our own internal tools and the tools that we use for our customers and partners. And so we've made significant progress with our ROCm tool suite and expanding our software stack. You know, we launched ROCm 6 about six months ago.

We've added to that with ROCm 6.1, and we're continuing to add to that throughout this year with optimizations for generative AI, with new AI libraries, and expanding our overall ecosystem as well. I'd also like to spend a moment on the PC roadmap. Again, as I said, Ryzen AI and AI PCs, we believe will be an important driver of growth as we go through this year and certainly into 2025. As I mentioned earlier, we led with Ryzen 7040 and Ryzen 8040 as the first x86 processors with an integrated AI engine. We are on track to launch the next generation AMD you know Ryzen AI processor with Strix Point later here in 2024.

Our intention is to lead in the AI PC domain as we go forward, given the significant benefits of, you know, the AI capability for, you know, client devices. So let me finish up by saying, you know, again, we are very focused on long-term growth as well as driving long-term shareholder returns. We are in a large and compelling TAM environment. We've continued to invest and execute well on our technology leadership and our product roadmap. There are lots and lots of opportunities going forward for us to expand our data center and AI leadership, and we're focused on world-class execution, as well as having a very strong balance sheet in that process. So with that, we're now ready to take questions from stockholders.

Members of the board, several officers of the company, and Ernst & Young, our independent auditors, will be happy to respond to your questions.

Speaker 6

Thank you, Dr. Su. We do have a few questions today from shareholders. Multiple questions on similar topics may be asked as one question in the interest of time. So the first question is about. You talked about in your presentation a lot about AI. What gives you the confidence that AMD can become a leading AI company in the next several years?

Lisa Su
CEO, AMD

Yeah, absolutely. Look, we have been entirely focused on accelerating our AI investments and our AI product portfolio. I would say that we've made tremendous progress with the ramp of MI300. The adoption rate of MI300X has been, as I said earlier, our fastest product ramp in our history. We now have over 100 enterprise and AI customers that are actively developing or deploying on MI300. And as we think about that, I think the customer base is actually you know very, very receptive to the products that we offer. We continue to work very closely with our leading customers to define not only our next generation roadmap, but really the next 3-5 years in terms of where AI is going for both training and inference.

I think the collective innovation that we have in architecture, in product capability, in chiplet capability, in packaging capability, as well as our deep customer relationships, position us very well to be a leader in AI.

Speaker 6

Thank you. I think the next question is also along the lines of AI. This is about AI PC. You did talk about your new products, as part of the presentation. Will AI PCs be a significant driver of PC demand in 2024, 2025?

Lisa Su
CEO, AMD

Yeah. So if I look at the PC market, I think we've had, now in the PC market, you know, several years of decline coming off of some of the pandemic-driven demand. Based on, you know, sort of the demand environment that we see today, we actually see an opportunity to grow in 2024, and that's driven by a number of things. That's driven by, let's call it, inventory conditions normalizing, but it's also driven by the AI PC opportunity, as well as just general refresh capability. So I do think we see a second half stronger in PCs than the first half.

More importantly, I believe that AI PCs will be a longer-term growth driver, as we get into 2025, and we see more applications really developed for all of the AI capability we're incorporating onto our products. And, you know, that will, in effect, enable the opportunity for a faster refresh cycle on PCs.

Speaker 6

Thanks for that. Shifting gears a little bit, this is about dividends. I know AMD is considered as a growth company, but will you consider paying dividends? And also, what are the priorities for your cash?

Lisa Su
CEO, AMD

Yeah, so we're always looking at, you know, capital allocation and, you know, how we prioritize things. I would say our first and foremost priority is investing in R&D and investing in the business. We have a tremendous set of opportunities in front of us, and we're in a very unique position with our intellectual property and our market position. So, investing in the business is our first priority. Obviously, as the business scales, there will also be some supply chain capacity investments that we need to make. And, and then we have our share repurchase plan that is, you know, part of our returning of capital, you know, to shareholders.

I think we're very pleased with the progress that we've made over the last few years, and we continue to focus on, you know, growing, you know, being a very strong growth company, and we'll continue to evaluate those capital allocation opportunities, as we go forward.

Speaker 6

Thank you. We'll take the last question. Again, no surprise, it's about AI. NVIDIA announced several new products and services during a recent event. How are you going to compete with them? And can you give us some insights into your roadmap this year and into 2025?

Lisa Su
CEO, AMD

Yeah, absolutely. So our roadmap is actually determined, you know, many years in advance. We think about roadmaps from a multigenerational standpoint and really, you know, aligning with what we believe our customers need going forward. With that in place in, you know, sort of background, we have invested significantly in our AI roadmaps. We are actually accelerating, expanding our roadmap, and adding, you know, several products as well as, you know, pulling in products going forward. From the standpoint of competitiveness, we're, you know, very confident that we will be extremely competitive in this market, not just in inference, but also in training going forward. And we will be giving more details on the roadmap over the coming months.

But I think the baseline is from a product architecture standpoint, from an overall technology standpoint, from an overall system standpoint. I think we have all of the capability and knowledge to have a very competitive roadmap going forward, and that's certainly what we're focused on for AI.

Speaker 6

Thank you. I think that concludes our Q&A session for today. Back to Dr. Su.

Lisa Su
CEO, AMD

Okay, very good. Well, in conclusion, let me take this opportunity to really thank you all for your ongoing support of AMD, and I look forward to speaking with you again soon.

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