Good morning. My name is Jeannie, and I will be your operator today. I would like to welcome you to Advanced Micro Devices' 2025 Annual Meeting of Stockholders. At this time, I would like to hand over the call to Dr. Lisa Su, Chair and CEO.
Good morning, ladies and gentlemen, and welcome to AMD's 2025 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. 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; Mr. Michael Gregoire, Director and Chair of the Compensation and Leadership Resources Committee; Mr. Joseph Householder, Director and Chair of the Audit and Finance Committee; Mr. John Marin, Director; Mr. John Olson, Director; Mr.
Abhi Talwalkar, Director and Chair of the Innovation and Technology Committee, and Ms. Elizabeth Vanderslice, Director. Before continuing, I would like to recognize our outgoing board member, Mr. Mark Durkan, for his many contributions. Mark has been an extremely valued board member for the past eight years, and on behalf of the stockholders, the board, and the management team, I would like to express our appreciation to Mark for his dedication and service to AMD. Let me now introduce 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. Han will now conduct the formal portion of the meeting.
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 eight 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. Fourth, to approve an amendment and restatement of AMD's certificate of incorporation to increase the number of authorized shares of Comstock from 2.25 billion shares to 4 billion shares. Fifth, to approve an amendment and restatement of AMD's certificate of incorporation to limit the liability of certain officers as permitted by Delaware law and to make a non-substantive change. Sixth, 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. This 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. Chris Vico of the Vico Group as Inspector of Elections for this meeting. Ms. Vico will determine the number of shares represented at this meeting, the validity of 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 19th, 2025, as the record date for the determination of stockholders entitled to notice to this meeting and entitled to vote at this meeting. I have a list of stockholders of the company from ComputerShare, our transfer agent, showing 1,616,297,522 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 28, 2025, to all stockholders of record as of March 19th, 2025. 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 1,190,390,800 shares of the company's voting stock were present, representing 73.64% of the outstanding shares of Advanced Micro Devices as of March 19th, 2025. Based on this number, a quorum is present. If you wish to vote at this meeting and have not already done so, 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 8, 2024, is available online for inspection by stockholders. We will dispense with a reading of the 2024 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 2025 proxy statement. The eight individuals who have been nominated for election are Ms. Nora Denzel, Mr. Michael Gregoire, Mr. Joseph Householder, Mr. John Marin, Mr. John Olson, Dr. Lisa Su, Mr. Abhi 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 2025 proxy statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission. The fourth item is to approve an amendment and restatement of AMD's certificate of incorporation to increase the number of authorized shares of common stock from 2.25 billion shares to 4 billion shares. The fifth item is to approve the amendment and restatement of AMD's certificate of incorporation to limit the liability of certain officers as permitted by Delaware law and to make a non-substantive change. The sixth item to vote on is a stockholder proposal. The proposal has been submitted by Mr. John Chevedden, a stockholder. As per the rules of conduct for the meeting, Ms. Cam Franklin, a representative for Mr. Chevedden, will be granted three minutes to introduce the proposal.
At this time, I recognize Ms. Franklin for a period of three minutes, after which the polls will be closed.
Good morning. Can you hear me okay?
Yes, we can.
Okay. Proposal Six, Special Shareholder Meeting Improvements, sponsored by John Chevedden. Shareholders ask the Board of Directors to remove the current provision that considers the voice of certain Advanced Micro Devices shareholders as non-shareholders. Currently, all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important business matter. The current one-year exclusion for all shares held for less than one continuous year makes the current so-called shareholder right to call for a special shareholder meeting useless. There is no point to have useless rights on the books of AMD.
The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire AMD shares to equal the challenging 20% share ownership requirement of all shares outstanding to call for a special shareholder meeting when there is an urgent matter to consider in order to incentivize a turnaround of AMD. The best strategies for turning around a company do not necessarily come from a company's existing shareholders. If AMD is in an emergency situation, AMD shareholders and potential AMD shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting if they have to sit on their shares for one year in order to call for a special shareholder meeting. A one-year holding period makes no sense. An emergency demands an immediate response.
This is especially important since the AMD stock price has fallen from $207 in February 2024 to $108 now. The fact that one shareholder or group of shareholders can quickly acquire more shares to call for a special shareholder meeting is an incentive for AMD directors to avoid such an emergency situation in the first place since the continued service of certain AMD directors could be terminated by a special shareholder meeting. This is a good incentive for the AMD directors to have for the benefit of all shareholders. At minimum, this proposal alerts shareholders to the severe limitation backed into the current AMD rules for shareholders to call a special shareholder meeting. Please vote yes, Special Shareholder Meeting Improvement, Proposal Number Six. Thank you.
Thank you. The board recommends a vote against this proposal for the reasons set forth in the company's proxy statement. I will pause briefly for investor relations to review any online questions or comments on the proposal.
We are seeing no questions on the proposal at this time.
It is now 9:11 A.M. Pacific Time, and I declare that the polls are closed. Ms. Vico, please present the report of the inspector of elections.
Based on the preliminary results, each of the nominees for director has received the affirmative vote of a majority of the votes cast. The ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm has received the affirmative vote of a majority of the shares of AMD 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 AMD entitled to vote and represented at this meeting. The proposal for the amendment and restatement of AMD's certificate of incorporation to increase the number of authorized shares of AMD from 2.25 billion shares to 4 billion shares has received the affirmative vote of a majority of the votes cast.
The proposal for the amendment and restatement of AMD's certificate of incorporation to limit the liability of certain officers as permitted by Delaware law and to make a non-substantive change has received the affirmative vote of a majority of the outstanding shares of our common stock as of the record date. Finally, the stockholder proposal has received the negative vote of a majority of the shares of common stock entitled to vote and represented at this meeting.
Thank you, Ms. Vico. 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. The amendment and restatement of the certificate of incorporation to increase the number of authorized shares of Comstock from 2.25 billion shares to 4 billion shares has been approved. The amendment and restatement of the certificate of incorporation to limit the liability of certain officers as permitted under Delaware law and to make a non-substantive change 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 8K 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 10Q for the quarter ended March 29th, 2025. 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.
Thank you. Next page, please. I'd like to spend the next few minutes just giving you an update on the company and our strategies going forward. Over the last 10 years, AMD has grown into the leading high-performance computing company in the industry across data center, PCs, and gaming, and at the edge with our embedded device portfolio. Billions of people around the world use AMD services every day. We've built the best product portfolio in our history and continue to deepen our relationships with our top customers, who are leaders across a broad range of industries, to design products alongside and in partnership with our team. Next page, please. Just as a summary for 2024, 2024 was a very strong year for us.
Our net revenues grew 14% to $25.8 billion as we had record data center and client segment revenue, which more than offset declines in our gaming and embedded segments. Importantly, if you look at our combined sales of AMD EPYC and AMD Instinct data center products, we nearly doubled year-over-year to approximately 50% of our annual revenue. As a result, we achieved record annual revenue while significantly expanding our gross margin and increasing profitability year-over-year and drove strong earnings per share growth. Next page, please. If you look into each one of our segments, our data center segment performed extremely well. We had record data center segment revenue at 94% year-over-year growth to $12.6 billion. What we saw is in our EPYC business, we saw strong growth across cloud, enterprise, and HPC. In the cloud business, we now have over 1,000 EPYC cloud instances.
We have a very significant share of first-party workloads at our major hyperscale customers, as well as an increasing third-party adoption of our cloud instances. Our 5th-gen EPYC CPUs extend TCO and performance leadership with our Turin family. On the enterprise side, we now have more than 450 4th-gen EPYC platforms in market, and we have significantly expanded our go-to-market efforts, which has helped us expand overall footprint with Forbes 2000 companies. Looking at the HPC market, we now power 50% of the 10 fastest supercomputers in the world, including the number one and number two supercomputer in the world today, which is using AMD technology. On the AMD Instinct side, we have also made very strong progress. From a very small base in 2023, we have scaled that business to over $5 billion in 2024 as leading hyperscalers and a number of other customers deployed our AMD Instinct MI300 accelerators at scale.
We've also made significant progress on our AMD ROCm software, which has allowed us to make it easier to use for customers using our AI solutions going forward, and we've significantly improved the performance in both training and inference since our original launch. Next page, please. I'm also very happy to report that we recently closed our ZT Systems acquisition. ZT Systems is an extremely strategic acquisition for us as we think about our future roadmap for AI solutions. It's super important for us to have the technical expertise, the talent, and really the capability to do rack-scale solutions, and that's exactly what ZT Systems has done. This really expands our overall capability for design architecture, product validation, system scale test, and overall networking capability. From an overall time-to-market standpoint, we believe it will accelerate our time-to-market on our MI400 series, which is planned for 2026.
Frankly, we have a number of customers that are also using ZT to accelerate our time-to-market for the MI350 series that's going to launch later this year. We're also in the process of selling our ZT manufacturing business to a strategic partner, and we've received significant interest on that U.S. footprint of our manufacturing business, and we expect to announce a strategic partner shortly on that. Next page, please. Moving to our client business, our client business also had a very strong year with record client segment revenue of $7.1 billion, up 52% year-over-year. We've gained client processor revenue share based on our performance, our efficiency, and our AI capabilities. When you look at our product portfolio across our notebook, desktop, and commercial businesses, we see a very, very strong portfolio.
On the notebook side, we're leading in AI PCs with the launch of our Ryzen AI 300 mobile series with leadership CPU, GPU, and NPU performance for Copilot+ PCs. On the desktop side, our desktop CPUs are now really the gaming processor of choice, and we have shown record desktop CPU revenue share with our Ryzen 9000 series and 9000 X3D processors that deliver world-class gaming and content creation performance. I'm also very happy to say that we've significantly grown our commercial footprint. We have overall strong platform coverage from HP and Lenovo, tripling the number of Ryzen AI Pro platforms that they have year-over-year. We also announced that Dell is planning to offer a number of commercial platforms in 2025, and we've already started the initial deployments of those as well with our Ryzen Pro commercial notebooks.
These are all very significant accomplishments for our client business. Next page, please. Going to the gaming business in 2024, the gaming segment did decline 58% year-over-year to $2.6 billion, so it was a headwind for the company. We saw that in the game console business, we were really in a place where the inventory was normalizing from what was a heavy inventory build the previous year. Even with that in place, we believe that we've made strong progress with our console customers and continue to believe that this is a very strategic segment for us with current game console generation cumulative shipments exceeding 100 million units in Q4 2024. We also announced the PS5 Pro with Sony, which showed a significant increase in graphics and ray tracing performance.
We most recently launched our Radeon new graphics cards with a very, very strong launch of our Radeon RX 9070 series cards, setting new sales records for Radeon. We continue to enhance our software features with very stable day-one drivers for gaming, as well as adding things like FSR 4 performance overall. Next page, please. On the embedded side of the business, the embedded segment revenue also declined in 2024 to $3.6 billion. This was very much with the overall demand in the subsegments being mixed and some inventory issues that were being corrected. That being the case, we have seen that business stabilize here in 2025, and we do believe we will return to year-over-year growth in the second half of this year. Through this time, we have seen very strong overall design win activity across our market segments. Emulation and prototyping, very strong for us.
Aerospace and defense, test and measurement. We continue to add more embedded edge applications with our embedded processor portfolio, as well as our edge AI applications. We are continuing to believe that the synergies of bringing the former Xilinx portfolio together with the AMD portfolio is such that we can continue to grow this business with the synergies across products as well as across customers going forward. In 2024, our design wins were over $14 billion, up 25% year-over-year, which shows the strength of some of those synergies. Next page, please. Moving on to AI. AI is the most transformational technology of the last 50 years, and what we see is it's the ultimate application of high-performance computing. We see AI being accelerated across a number of different use cases, including productivity, healthcare, research, supply chain, and a number of other areas.
What we see is we're really in the early innings of AI, so in terms of both infrastructure build-out and adoption. The focus today is really on, let's call it, the earlier productivity gains, but we really see the benefits of AI for companies will come when companies apply AI to transform and really differentiate their business. When you think about all of these opportunities, we continue to believe AI is the most important bet that we have at AMD, and we're continuing to invest in AI across every aspect of our product portfolio. Next page, please. Looking at our end-to-end AI compute portfolio, we can see that AI really requires all different kinds of compute. There is no one-size-fits-all. You need CPUs, you need GPUs, you need networking, you need adaptive computing.
With our software investments, as well as our investments in ZT Systems for cluster-level solutions, we really have all of the pieces that we need to have AI significantly accelerate our growth in the coming years. Next page, please. We have invested significantly in the software stack. As I said earlier, the AMD ROCm software stack has continued to really mature over the last 18 months. One of the key points from our standpoint is we believe that open-source software is really the way to accelerate AI innovation going forward. Some of the things that we have done just in the last few months, we've accelerated our software release cadence. We've shifted from quarterly ROCm updates to biweekly releases for both training and inference, which has been very helpful to expand the number of customers that are being able to take advantage of all of our ROCm capability.
We're also expanding significantly our open-source community enablement, increasing our internal engineering developer resources, and really making more compute infrastructure available so that we can get nightly updates for our ROCm code. From a day-zero support, we support all of the major models, and we now have over 2 million models on Hugging Face running out of the box. We continue to work on performance optimization. As an example, we quadrupled performance on Instinct for DeepSeek's R1 model within several weeks, really enabling MI300 to deliver some of the best-in-class inferencing throughput in the industry. Next page, please. Along with the organic investments that we're making, we're also making a significant number of key acquisitions to enhance our capabilities, as well as investing in a number of new AI investments so that we have a strong view of the innovation that's in the startup ecosystem.
The contributions of our NOD team, our mixology team, and our Silo AI team have significantly contributed to our software progress going forward, and we are very pleased with the doze ell, many of whom are using AMD technology. Next page, please. From a roadmap standpoint, our roadmap is right on track. We are excited that we will be launching the MI350 series here in June at our Advancing AI event, so please join us on June 12th for that event. We are also investing in the next-generation MI400 series that's planned for 2026, as well as the next generation after that. A significant investment in our roadmap. We're excited about the roadmap we have in front of us.
CDNA4 is a significant increase in capability, and there's even a larger jump as we go into CDNA next in 2026. Next page, please. Now let me turn to our capital allocation strategy. While our number one priority for capital allocation remains investment in our core businesses to drive growth, we value our shares, and we look to reduce the share count and want to return cash to shareholders. Our stock repurchase program, we've repurchased 5.9 million shares for $862 million in 2024. We also returned $749 million to shareholders in Q1 2025, and we announced this morning that our board of directors has recently approved a new authorization of $6 billion to add to our share repurchase program.
Together with our previous authorization, we now have $10 billion remaining for share repurchases, and that just says something about our confidence in the business and our belief that we can continue to grow this business significantly over the next few years. We're going to continue to invest in our growth, investing in R&D and sales and marketing and go-to-market, but we also want to ensure that we are able to return capital to shareholders at the same time. Next page, please. Let me just finish up and say that we're excited about the opportunities in front of us. We are in excellent markets, large growing TAMs. We have the strongest product portfolio we've had in our history.
Our data center and AI leadership continues to get stronger as we work with all of the top hyperscalers as well as enterprise customers going forward, and you can count on us to continue to execute well across the business as well as maintain our strong balance sheet to drive overall long-term shareholder returns. With that, we're now ready to take questions from stockholders. Members of the board, several officers of the company, and Ernst & Young LLP, our independent auditors, will be happy to respond to your questions.
Thank you, Dr. Su. This is Matt Ramsay from the investor relations team. We have received a number of questions through the web portal. Our team has sort of consolidated those down into a couple of broader topics that we believe are representative of the questions that we've received.
With that, the first question, could you discuss AMD's philosophy on driving total shareholder returns over the long- term? Would you consider paying a dividend or buying back shares? If not, what are your priorities for cash? Yeah, absolutely.
Thank you for the question. As I said earlier, we are very optimistic about our overall growth trajectory in the coming years. We are a growth company, and that means growing our revenue and then, of course, growing profitability consistently over time, driven by our strong product roadmap and our strong overall customer relationships. To do that, we need to continue to invest in R&D and continue to invest in our sales and marketing and go-to-market efforts.
While doing that, we also understand that there are investments that we need to make to strengthen our overall supply chain as well as ensure that we have the capacity that we need. We have been investing in those areas as well. In terms of capital returns, I just talked about a moment ago some of our share repurchases in 2024 and our additional purchases in the first quarter of 2025. As you saw from this morning's announcement, we do believe that there are opportunities for us to continue to buy back some of our shares with the additional authorization in place. We are very pleased with the progress that we have made over the last couple of years. We believe the right answer is to continue to invest in our business, but of course, we are always actively looking at the best capital allocation going forward.
Thank you for that, Dr.
Maybe it's no surprise given the amount that you focused on AI in your prepared comments that we have a number of questions about that. I think they could be succinctly summarized as what makes you and your leadership team confident that AMD can become a leading AI company over the long- term?
Absolutely. First and foremost, if you look at our history, we have demonstrated clearly our ability to drive very strong roadmaps, and today we are the leading high-performance computing company in the industry, and that is our goal. When you talk about data centers, when you look at client devices and PCs, when you look at what that means in gaming and embedded devices, all of those applications require high-performance computing. AI is the best epitome of what high-performance computing means.
In our world, that means combining all of our assets, including CPUs, GPUs, APUs, NICs, all of our system design capability, our investments in open-source ROCm software. We need to bring not just the chips, but the full systems capability to market with our partners working jointly. That is really what we are about and where we are investing. Now, when you look at AI, I think there is so much excitement around AI in the industry. We are definitely in the very early innings of the AI wave. I think our product portfolio has continued to get stronger with our 300 and 325 that went into market last year. I am very excited about the 350 series. We are seeing with CDNA 4, a 35x improvement in capability with that new architecture. There is even more excitement around the MI400 family coming forward as we bring in our ROCscale architecture.
When you look at all of that, I think we have great confidence that we have a very strong hardware roadmap. We've added new capabilities, and on the software side, we've been accelerating the rate and pace of learning and really enabling of our customers going forward. I view all of this as on our journey to be a very, very strong leader in AI, and I expect that we will have much more to talk about as we go through our Advancing AI event here on June 12th, and then as we go out through the year and talk more broadly about our overall solutions.
Thank you, Dr. Su. I think that in the interest of time, that's the end of the questions that we're going to address this morning.
Fantastic. In conclusion, let me take this opportunity to really thank you for your ongoing support for AMD. I look forward to speaking with you all soon. Thank you.
This concludes today's meeting. You may now disconnect.