2025-05-14 AMD 2025 Annual Stakeholder Meeting JEANNIE: 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. LISA SU: 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 AM 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 Durkin, 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 Marren, director; Mr. Jon 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 Durkin, for his many contributions. Mark has been an extremely valued board member for the past eight years. And on behalf of the stockholders and 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 the secretary of the meeting. Ms. Hahn will now conduct the formal portion of the meeting.
AVA HAHN: 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 nonbinding 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 common stock 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 nonsubstansive change. And 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 and 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 19, 2025, as the record date for the determination of stockholders of 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 19, 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, account 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 common stock as of March 19, 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 the 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 Marren, Mr. Jon 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 nonbinding advisory basis, the compensation of our named executive officers, as disclosed in the 2025 proxy statement pursuant to the compensation disclosure rules of the 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 nonsubstantive 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. Kam Franklin, a representative for Mr.
Chevedden, will be granted 3 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.
KAM FRANKLIN: Good morning. Can you hear me OK? AVA HAHN: Yes, we can. KAM FRANKLIN: OK. Proposal 6, special shareholder meeting improvement, 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 nonshareholders.
Currently, all shares not held for one continuous year are considered nonshareholders if they seek a call for a special shareholder meeting on an important business matter. The current one-year exclusion for all shares held for less than 1 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 1 year in order to call for a special shareholder meeting. A 1 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 6. Thank you.
AVA HAHN: 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. UNIDENTIFIED CO.
We are seeing no questions on the proposal at this time.
REPRESENTATIVE: AVA HAHN: It is now 9:11 AM Pacific time, and I declare that the polls are closed. Ms. Vico, please present the report of the inspector of elections. CHRIS VICO: 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 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 this meeting. The proposal for the 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 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 nonsubstantive change, has received the affirmative vote of a majority of the outstanding shares of our common stock as of the record date. And 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.
AVA HAHN: 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 common stock 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 nonsubstantive 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 8-K with the Securities and Exchange Commission within 4 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 29, 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.
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 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've significantly expanded our go-to-market efforts, which has helped us expand overall footprint with Forbes 2000 companies. And 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 is using AMD technology.
On the AMD Instinct side, we've also made very strong progress. From a very small base. In 2023, we've scaled that business to over $5 billion in 2024, as leading hyperscalers and a number of other customers deployed our AMD Instinct MI300 300 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. 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. And 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.
