AMD (NASDAQ: AMD) appoints KC McClure as independent director to board

Rhea-AI Filing Summary

Advanced Micro Devices, Inc. reported that its Board of Directors increased its size from eight to nine members and appointed KC McClure as a new director effective January 16, 2026. She was also appointed to the Board’s Audit and Finance Committee.

The Board determined that Ms. McClure qualifies as an independent director under Nasdaq and SEC rules. She will receive compensation under the same policies that apply to the company’s other non-employee directors. On January 16, 2026, she was granted 1,278 restricted stock units, which fully vest on the one-year anniversary of the grant date.

Ms. McClure is expected to enter into AMD’s standard indemnity agreement for directors. The company also issued a press release announcing her appointment, which is included as an exhibit to the report.

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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

January 16, 2026

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)

(Commission File Number)

(IRS Employer Identification Number)

2485 Augustine Drive

Santa Clara, California 95054

(Address of principal executive offices) (Zip Code)

(408) 749-4000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

☐			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			The 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On January 16, 2026, the Board of Directors (the “Board”) of Advanced Micro Devices, Inc. (the "Company") approved the increase in the size of the Board from eight directors to nine directors and appointed Ms. KC McClure as a director to the Board to fill the resulting vacancy. In addition, Ms. McClure was appointed to the Audit and Finance Committee of the Board.

The Board has determined that Ms. McClure qualifies as an independent director for purposes of the rules of the Nasdaq Stock Market as well as applicable rules adopted by the U.S. Securities and Exchange Commission (the “SEC”).

Ms. McClure will receive compensation based on the same policies as the Company’s other non-employee directors, which are described in the Company’s definitive proxy statement filed on March 28, 2025 with the SEC and in the Company’s Outside Director Equity Compensation Policy attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025. On January 16, 2026, Ms. McClure was granted 1,278 restricted stock units. The grant becomes fully vested and exercisable on the one-year anniversary of the grant date.

Ms. McClure is expected to enter into the Company’s standard form of indemnity agreement in the form filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2008.

A copy of the press release announcing Ms. McClure’s appointment to the Board is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated January 20, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 20, 2026

ADVANCED MICRO DEVICES, INC.

By:

/s/ Ava Hahn

Name:

Ava Hahn

Title:

Senior Vice President, General Counsel and Corporate Secretary

FAQ

What board change did AMD (AMD) disclose in this 8-K filing?

AMD disclosed that its Board of Directors approved an increase in size from eight to nine directors and appointed KC McClure to fill the new board seat.

Who is the new director appointed to AMD’s Board and what committee will she serve on?

AMD appointed KC McClure as a director, and she was also appointed to the Board’s Audit and Finance Committee.

Is KC McClure considered an independent director at AMD (AMD)?

Yes. The Board determined that KC McClure qualifies as an independent director under the rules of the Nasdaq Stock Market and applicable SEC rules.

What equity compensation did AMD grant to KC McClure as a new director?

On January 16, 2026, AMD granted 1,278 restricted stock units to KC McClure. These restricted stock units become fully vested and exercisable on the one-year anniversary of the grant date.

Will KC McClure receive the same compensation structure as other AMD non-employee directors?

Yes. KC McClure will receive compensation based on the same policies as AMD’s other non-employee directors, as described in the company’s proxy statement and Outside Director Equity Compensation Policy referenced in the filing.

Did AMD issue a press release about KC McClure’s appointment to the Board?

Yes. AMD included as an exhibit a press release dated January 20, 2026, announcing KC McClure’s appointment to the Board.

Will KC McClure enter into an indemnity agreement with AMD (AMD)?

According to the filing, KC McClure is expected to enter into AMD’s standard form of indemnity agreement for directors, as previously filed with the SEC.