As filed with the U.S. Securities and Exchange Commission on December 3, 2020January 14, 2021

Registration No. 333-          333-251119

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ADVANCED MICRO DEVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Harry A. Wolin

Senior Vice President, General Counsel and Corporate Secretary

Advanced Micro Devices, Inc.

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued or sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED DECEMBER 3, 2020JANUARY 14, 2021

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Advanced Micro Devices Stockholders and Xilinx Stockholders:

On October 26, 2020, Advanced Micro Devices, Inc., which is referred to as “AMD,” Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, which is referred to as “Merger Sub,” and Xilinx, Inc., which is referred to as “Xilinx,” entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the “merger agreement,” that provides for the acquisition of Xilinx by AMD. Upon the terms and subject to the conditions of the merger agreement, AMD will acquire Xilinx through a merger of Merger Sub with and into Xilinx, with Xilinx continuing as the surviving corporation and becoming a wholly owned subsidiary of AMD. The combined company will be named Advanced Micro Devices, Inc.

Upon the successful completion of the merger, each issued and outstanding share of Xilinx common stock (other than treasury shares and shares held by AMD or Merger Sub) will be converted into the right to receive 1.7234 shares of AMD common stock, which number is referred to as the “exchange ratio,” with cash (without interest and less any applicable withholding taxes) being paid in lieu of any fractional shares of AMD common stock that Xilinx stockholders would otherwise be entitled to receive. AMD stockholders will continue to own their existing shares of AMD common stock.

The exchange ratio is fixed and will not be adjusted for changes in the market price of either AMD common stock or Xilinx common stock between the date of signing of the merger agreement and the completion date of the merger. Based on the number of shares of AMD common stock and Xilinx common stock outstanding on November 23, 2020,January 5, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, it is expected that AMD will issue approximately 422.6 million shares of AMD common stock in the merger and, upon completion of the merger, former Xilinx stockholders are expected to own approximately 26%25.9% of the outstanding shares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74%74.1% of the outstanding shares of AMD common stock. AMD common stock is traded on the Nasdaq Global Select Market, which is referred to as “Nasdaq,” under the symbol “AMD.” Xilinx common stock is traded on Nasdaq under the symbol “XLNX.” We encourage you to obtain current quotes for both the AMD and Xilinx common stock before voting at the special meetings of stockholders described below.

Because the exchange ratio is fixed, the market value of the merger consideration to Xilinx stockholders will fluctuate with the market price of the AMD common stock and will not be known at the time that Xilinx stockholders vote on the merger. Based on the AMD common stock price of $82.97 per share, which is the average of the daily volume weighted average prices per share for the ten consecutive trading day period up to and including October 8, 2020, the last full trading day prior to media reports regarding the potential transaction, the implied value of the merger consideration to Xilinx stockholders was $142.99 per share of Xilinx common stock. On November 23, 2020,January 5, 2021, the latest practicable trading day before the date of the filing of this joint proxy statement/prospectus, the closing price of AMD common stock on the Nasdaq was $85.31$[●] per share, resulting in an implied value of the merger consideration to Xilinx stockholders of $147.02$[●] per share of Xilinx common stock.

AMD and Xilinx will each hold special meetings of their respective stockholders to vote on the proposals necessary to complete the merger. Such special meetings are referred to as the “AMD special meeting” and the “Xilinx special meeting,” respectively.

At the AMD special meeting, AMD stockholders will be asked to consider and vote on (i) a proposal to approve the issuance of shares of AMD common stock to Xilinx stockholders in connection with the merger, which proposal is referred to as the “AMD share issuance proposal,” and (ii) a proposal to adjourn the AMD special meeting to solicit additional proxies if there are insufficient votes to approve the AMD share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to AMD stockholders. The AMD board of directors unanimously recommends that AMD stockholders vote “FOR” each of the proposals to be considered at the AMD special meeting.

At the Xilinx special meeting, Xilinx stockholders will be asked to consider and vote on (i) a proposal to adopt the merger agreement, which proposal is referred to as the “Xilinx merger proposal,” (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement and (iii) a proposal to adjourn the Xilinx special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the Xilinx merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Xilinx stockholders. The Xilinx board of directors unanimously recommends that Xilinx stockholders vote “FOR” each of the proposals to be considered at the Xilinx special meeting.

We cannot complete the merger unless the AMD share issuance proposal is approved by AMD stockholders and the Xilinx merger proposal is approved by Xilinx stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to virtually attend your company’s respective special meeting, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares at the applicable special meeting.

This joint proxy statement/prospectus provides you with important information about the special meetings, the merger and each of the proposals. We encourage you to read the entire document carefully, in particular the information under “Risk Factors” beginning on page 38 for a discussion of risks relevant to the merger.

We look forward to the successful completion of the merger.

Sincerely,

Dr. Lisa Su President and Chief Executive Officer Advanced Micro Devices, Inc.		Victor Peng President and Chief Executive Officer Xilinx, Inc.

* * * * *

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the adoption of the merger agreement, the AMD common stock to be issued in the merger or any of the other transactions described in this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated as of, and is first being mailed to AMD and Xilinx stockholders on or about, [●], 2020.2021.

Advanced Micro Devices, Inc.

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2021

To the Stockholders of Advanced Micro Devices, Inc.:

Notice is hereby given that Advanced Micro Devices, Inc., which is referred to as “AMD,” will hold a special meeting of its stockholders, which is referred to as the “AMD special meeting,” virtually via live webcast on [●], 2021, beginning at [●], Eastern Time.

In light of ongoing developments related to the COVID-19 pandemic, the AMD special meeting will be held solely in a virtual meeting format via live webcast. You will be able to virtually attend and vote at the AMD special meeting by visiting www.virtualshareholdermeeting.com/AMD2021SM, which is referred to as the “AMD special meeting website.”

The AMD special meeting will be held for the purpose of AMD stockholders considering and voting on the following proposals:

AMD will transact no other business at the AMD special meeting except such business as may properly be brought before the AMD special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached as Annex A thereto, contains further information relating to these matters.

Only holders of record of AMD common stock at the close of business on December [●], 2020,2021, the record date for voting at the AMD special meeting, which is referred to as the “AMD record date,” are entitled to notice of and to vote at the AMD special meeting and any adjournments or postponements thereof.

The AMD board of directors has unanimously determined that the terms of the merger agreement and the merger are fair to and in the best interests of AMD and its stockholders, and has approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance. Accordingly, the AMD board of directors unanimously recommends that AMD stockholders vote:

Your vote is very important, regardless of the number of shares of AMD common stock you own. The parties cannot complete the merger unless the AMD share issuance proposal is approved by AMD stockholders. Assuming a quorum is present at the AMD special meeting, approval of the AMD share issuance proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal.

Your vote is important. Whether or not you plan to virtually attend the AMD special meeting, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares of AMD common stock at the AMD special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of AMD stockholders entitled to vote at the AMD special meeting will be available at AMD’s headquarters during regular business hours for examination by any AMD stockholder for any purpose germane to the AMD special meeting for a period of at least ten days prior to the AMD special meeting. If you would like to examine the list of AMD stockholders of record, please contact AMD’s Corporate Secretary at corporate.secretary@amd.com to schedule an appointment or request access. If AMD’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of stockholders will be made available for examination electronically upon request to AMD’s Corporate Secretary, subject to satisfactory verification of stockholder status. The list of AMD stockholders entitled to vote at the AMD special meeting will also be available for examination by any AMD stockholder during the AMD special meeting via the AMD special meeting website.

If you have any questions about the merger, please contact AMD at (408) 749-4000 or write to Advanced Micro Devices, Inc., Attn: Corporate Secretary, at corporate.secretary@amd.com.

If you have any questions about how to vote or direct a vote in respect of your shares of AMD common stock, please contact AMD’s proxy solicitor, Mackenzie Partners, Inc., at proxy@mackenziepartners.com or (800) 322-2885. Banks and brokers may call (212) 929-5500.

By Order of the Board of Directors,

Harry A. Wolin

Senior Vice President, General Counsel and Corporate Secretary

Advanced Micro Devices, Inc.

Santa Clara, California

Dated: [●], 20202021

Xilinx, Inc.

2100 Logic Drive

San Jose, California 95124

(408) 559-7778

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2021

To the Stockholders of Xilinx, Inc.:

Notice is hereby given that Xilinx, Inc., which is referred to as “Xilinx,” will hold a special meeting of its stockholders, which is referred to as the “Xilinx special meeting,” virtually via live webcast on [●], 2021, beginning at [●], Eastern Time.

In light of ongoing developments related to the COVID-19 pandemic, the Xilinx special meeting will be held solely in a virtual meeting format via live webcast. You will be able to virtually attend and vote at the Xilinx special meeting by visiting https://viewproxy.com/Xilinx/2021, which is referred to as the “Xilinx special meeting website.”

The Xilinx special meeting will be held for the purpose of Xilinx stockholders considering and voting on the following proposals:

Xilinx will transact no other business at the Xilinx special meeting except such business as may properly be brought before the Xilinx special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached as Annex A thereto, contains further information relating to these matters.

Only holders of record of Xilinx common stock at the close of business on December [●], 2020,2021, the record date for determining stockholders entitled to notice of, and to vote at, the Xilinx special meeting, which is referred to as the “Xilinx record date,” are entitled to notice of and to vote at the Xilinx special meeting and any adjournments or postponements thereof.

The Xilinx board of directors has unanimously determined that the merger of Merger Sub with and into Xilinx, which is referred to as the “merger,” is fair to and in the best interests of Xilinx and its stockholders, and approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the merger. Accordingly, the Xilinx board of directors unanimously recommends that Xilinx stockholders vote:

Your vote is very important, regardless of the number of shares of Xilinx common stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the merger, without approval of the Xilinx merger proposal. Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal.

Your vote is important. Whether or not you plan to virtually attend the Xilinx special meeting, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares of Xilinx common stock at the Xilinx special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Xilinx stockholders entitled to vote at the Xilinx special meeting will be available at Xilinx’s headquarters during regular business hours for examination by any Xilinx stockholder for any purpose germane to the Xilinx special meeting for a period of at least ten days prior to the Xilinx special meeting. If you would like to examine the list of Xilinx stockholders of record, please contact Xilinx’s Corporate Secretary at corporate.secretary@xilinx.com to schedule an appointment or request access. If Xilinx’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of stockholders will be made available for examination electronically upon request to Xilinx’s Corporate Secretary, subject to satisfactory verification of stockholder status. The list of Xilinx stockholders entitled to vote at the Xilinx special meeting will also be available for examination by any Xilinx stockholder during the Xilinx special meeting via the Xilinx special meeting website.

If you have any questions about the merger, please contact Xilinx at (408) 626-4293 or write to Xilinx , Inc., Attn: Investor Relations, at ir@xilinx.com.

If you have any questions about how to vote or direct a vote in respect of your shares of Xilinx common stock, please contact Xilinx’s proxy solicitor, Innisfree M&A Incorporated, at (877) 717-3923. Banks and brokers may call (212) 750-5833.

By Order of the Board of Directors,

Catia Hagopian

Senior Vice President, General Counsel and Secretary

Xilinx, Inc.

San Jose, California

Dated: [●], 20202021

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about AMD and Xilinx from other documents that AMD and Xilinx have filed with the SEC and that are not contained in and are instead incorporated by reference in this joint proxy statement/prospectus. For a list of documents incorporated by reference in this joint proxy statement/prospectus, see “Where You Can Find More Information.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

You may request a copy of this joint proxy statement/prospectus, any of the documents incorporated by reference in this joint proxy statement/prospectus or other information filed with the SEC by AMD or Xilinx, without charge, by written or telephonic request directed to the appropriate company at the following contacts:

In order for you to receive timely delivery of the documents in advance of the special meeting of AMD stockholders to be held on [●], 2021, which is referred to as the “AMD special meeting,” or the special meeting of Xilinx stockholders to be held on [●], 2021, which is referred to as the “Xilinx special meeting,” as applicable, you must request the information no later than [●], 2021.

If you have any questions about the AMD special meeting or the Xilinx special meeting, or need to obtain proxy cards or other information, please contact the applicable company’s proxy solicitor at the following contacts:

The contents of the websites of the SEC, AMD, Xilinx or any other entity are not incorporated in this joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference in this joint proxy statement/prospectus at these websites is being provided only for your convenience.

i

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by AMD (Registration No. 333-[●])333-251119), constitutes a prospectus of AMD under Section 5 of the Securities Act with respect to the shares of AMD common stock to be issued to Xilinx stockholders pursuant to the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, by and among AMD, Merger Sub and Xilinx, which is referred to as the “merger agreement.” This document also constitutes a proxy statement of each of AMD and Xilinx under Section 14(a) of the Exchange Act. This joint proxy statement/prospectus also constitutes a notice of meeting with respect to each of the AMD and Xilinx special meetings.

AMD has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to AMD and Merger Sub, and Xilinx has supplied all such information relating to Xilinx. AMD and Xilinx have both contributed to such information relating to the merger.

You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus. AMD and Xilinx have not authorized anyone to provide you with information that is different from that contained or incorporated by reference in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2020,2021, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference in this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to AMD or Xilinx stockholders nor the issuance by AMD of shares of AMD common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, when used in this joint proxy statement/prospectus:

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TABLE OF CONTENTS

CONTENTS

iv

QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as an AMD or Xilinx stockholder, may have regarding the merger and the other matters being considered at the AMD and Xilinx special meetings, as applicable. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. See “Summary” for a summary of important information regarding the merger agreement, the merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under “Where You Can Find More Information.”

Why am I receiving this joint proxy statement/prospectus?

You are receiving this joint proxy statement/prospectus because Xilinx has agreed to be acquired by AMD through a merger of Merger Sub with and into Xilinx, with Xilinx continuing as the surviving corporation in the merger and becoming a wholly owned subsidiary of AMD. The merger agreement, which governs the terms and conditions of the merger, is attached as Annex A hereto.

Your vote is required in connection with the merger. AMD and Xilinx are sending these materials to their respective stockholders to help them decide how to vote their shares with respect to the share issuance, in the case of AMD, the adoption of the merger agreement, in the case of Xilinx, and other important matters.

What matters am I being asked to vote on?

In order to complete the merger, among other things:

AMD: AMD is holding the AMD special meeting to obtain approval of the AMD share issuance proposal and the AMD adjournment proposal.

Xilinx: Xilinx is holding the Xilinx special meeting to obtain approval of the Xilinx merger proposal. At the Xilinx special meeting, Xilinx stockholders will also be asked to consider and vote on the Xilinx compensation proposal and the Xilinx adjournment proposal.

Your vote is very important, regardless of the number of shares that you own. The approval of the AMD share issuance proposal and the Xilinx merger proposal are conditions to the obligations of AMD and Xilinx to complete the merger. The approval of the AMD adjournment proposal, the Xilinx compensation proposal and the Xilinx adjournment proposal are not conditions to the obligations of AMD or Xilinx to complete the merger.

When and where will each of the special meetings take place?

AMD: The AMD special meeting will be held solely virtually via live webcast on [●], 2021, beginning at [●], Eastern Time. AMD stockholders will be able to virtually attend and vote at the AMD special meeting by visiting www.virtualshareholdermeeting.com/AMD2021SM, which is referred to as the “AMD special meeting website.” In order to virtually attend and vote at the AMD special meeting, you will need the 16-digit control number located on your proxy card. AMD has retained Broadridge Financial Solutions, which is referred to as “Broadridge,” to host the live webcast of the AMD special meeting. On the day of the AMD special meeting, Broadridge may be contacted at (844) 976-0738 (U.S.) or (303) 562-9301 (international), and will be available to answer any questions regarding how to virtually attend the AMD special meeting or if you encounter any technical difficulty accessing or during the AMD special meeting. See “The AMD Special Meeting—Virtually Attending the AMD Special Meeting.”

Xilinx: The Xilinx special meeting will be held solely virtually via live webcast on [●], 2021, beginning at [●], Eastern Time. Xilinx stockholders will be able to virtually attend and vote at the Xilinx special meeting by visiting https://viewproxy.com/Xilinx/2021, which is referred to as the “Xilinx special meeting website.” In order to virtually attend and vote at the Xilinx special meeting, you must first register at the Xilinx special meeting website in order to obtain a unique meeting invitation by electronic mail. Xilinx has retained Alliance Advisors, which is referred to as “Alliance,” to host the live webcast of the Xilinx special meeting. On the day of the Xilinx special meeting, Alliance may be contacted at (866) 612-8937 (U.S.), (800) 574-6504 or (973) 547-3547 (international) or at virtualmeeting@viewproxy.com to answer any questions regarding how to virtually attend the Xilinx special meeting or if you encounter any technical difficulty accessing or during the Xilinx special meeting. See “The Xilinx Special Meeting—Virtually Attending the Xilinx Special Meeting.”

Even if you plan to virtually attend your respective company’s special meeting, AMD and Xilinx recommend that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the applicable special meeting.

If you hold your shares in “street name,” you may virtually attend and vote at your respective company’s special meeting only if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares.

Does my vote matter?

Yes, your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless the AMD share issuance proposal is approved by AMD stockholders and the Xilinx merger proposal is approved by Xilinx stockholders.

AMD

Xilinx

What will Xilinx stockholders receive for their shares of Xilinx common stock if the merger is completed?

If the merger is completed, each share of Xilinx common stock outstanding as of immediately prior to the effective time will be converted into the right to receive 1.7234 shares of AMD common stock, which number is referred to as the “exchange ratio.” Each Xilinx stockholder will receive cash (without interest and less any applicable withholding taxes) in lieu of any fractional shares of AMD common stock that such Xilinx

stockholder would otherwise receive in the merger. Any cash amounts to be received by a Xilinx stockholder in lieu of fractional shares of AMD common stock will be rounded to the nearest whole cent.

Because AMD will issue a fixed number of shares of AMD common stock in exchange for each share of Xilinx common stock, the value of the merger consideration that Xilinx stockholders will receive in the merger will depend on the market price of shares of AMD common stock at the time the merger is completed. The market price of shares of AMD common stock that Xilinx stockholders receive at the time the merger is completed could be greater than, less than or the same as the market price of shares of AMD common stock on the date of this joint proxy statement/prospectus or at the times of the AMD and Xilinx special meetings. Accordingly, you should obtain current market quotations for AMD common stock and Xilinx common stock before deciding how to vote on the AMD share issuance proposal and the Xilinx merger proposal, as applicable. AMD and Xilinx common stock are traded on Nasdaq, under the symbols “AMD” and “XLNX,” respectively. Shares of common stock of the combined company will trade on Nasdaq under the symbol “AMD” after completion of the merger. For more information regarding the merger consideration to be received by Xilinx stockholders if the merger is completed, see “The Merger Agreement—Merger Consideration.”

How does the AMD board of directors recommend that I vote at the AMD special meeting?

The AMD board of directors unanimously recommends that you vote “FOR” the AMD share issuance proposal and “FOR” the AMD adjournment proposal.

In consideringOther than with respect to continued service for, employment by and the recommendationsright to continued indemnification by the combined company, as of the AMD boarddate of directors, AMD stockholders should be aware thatthis joint proxy statement/prospectus, AMD directors and executive officers do not have interests in the merger that are different from, or in addition to, theirthe interests asof other AMD stockholders generally. These interests may include, among others, the continued service of AMD directors as directors of the combined company and the continued employment of AMD executive officers by the combined company. For a more complete description of these interests, seeSee “Interests of AMD Directors and Executive Officers in the Merger.”

How does the Xilinx board of directors recommend that I vote at the Xilinx special meeting?

The Xilinx board of directors unanimously recommends that you vote “FOR” the Xilinx merger proposal, “FOR” the Xilinx compensation proposal and “FOR” the Xilinx adjournment proposal.

In considering the recommendations of the Xilinx board of directors, Xilinx stockholders should be aware that Xilinx directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Xilinx stockholders generally. These interests may include, among others, the payment of severance benefits and acceleration of outstanding Xilinx equity awards upon certain terminations of employment or service, and the combined company’s agreement to indemnify Xilinx directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see “Interests of Xilinx Directors and Executive Officers in the Merger.”

Who is entitled to vote at each special meeting?

AMD

All holders of record of shares of AMD common stock who held shares at the close of business on December [●], 20202021 (the AMD record date) are entitled to receive notice of, and to vote at, the AMD special meeting. Each such holder of AMD common stock is entitled to cast one vote on each matter properly brought before the AMD special meeting for each share of AMD common stock that such holder owned of record as of the AMD record date. Virtual attendance at the AMD special meeting via the AMD special meeting website is not required to vote. See below and “The AMD Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the AMD special meeting.

Xilinx

All holders of record of shares of Xilinx common stock who held shares at the close of business on December [●], 20202021 (the Xilinx record date) are entitled to receive notice of, and to vote at, the Xilinx special meeting. Each such holder of Xilinx common stock is entitled to cast one vote on each matter properly brought before the Xilinx special meeting for each share of Xilinx common stock that such holder owned of record as of the Xilinx record date. Virtual attendance at the Xilinx special meeting via the Xilinx special meeting website is not required to vote. See below and “The Xilinx Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the Xilinx special meeting.

What is a proxy?

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of AMD or Xilinx common stock, as applicable, is referred to as a “proxy card.”

How many votes do I have at each special meeting?

AMD

Each AMD stockholder is entitled to one vote for each share of AMD common stock held of record as of the close of business on the AMD record date. As of the close of business on the AMD record date, there were [●] shares of AMD common stock outstanding.

Xilinx

Each Xilinx stockholder is entitled to one vote for each share of Xilinx common stock held of record as of the close of business on the Xilinx record date. As of the close of business on the Xilinx record date, there were [●] shares of Xilinx common stock outstanding.

What constitutes a quorum for each special meeting?

AMD

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold a valid meeting.

The holders of a majority of the issued and outstanding shares of AMD common stock entitled to vote at the AMD special meeting must be virtually present via the AMD special meeting website or represented by proxy in order to constitute a quorum.

Xilinx

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold a valid meeting.

The holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting must be virtually present via the Xilinx special meeting website or represented by proxy in order to constitute a quorum.

Where will the AMD common stock that I receive in the merger be publicly traded?

The shares of AMD common stock to be issued to Xilinx stockholders in the merger will be listed for trading on Nasdaq under the symbol “AMD.”

What happens if the merger is not completed?

If the AMD share issuance proposal is not approved by AMD stockholders, if the Xilinx merger proposal is not approved by Xilinx stockholders or if the merger is not completed for any other reason, Xilinx stockholders will not receive the merger consideration or any other consideration in connection with the merger, and their shares of Xilinx common stock will remain outstanding.

If the merger is not completed, Xilinx will remain an independent public company, the Xilinx common stock will continue to be listed and traded on Nasdaq under the symbol “XLNX” and AMD will not complete the share issuance contemplated by the merger agreement, regardless of whether the AMD share issuance proposal has been approved by AMD stockholders.

If the merger agreement is terminated under specified circumstances, including if the Xilinx board of directors changes its recommendation, Xilinx may be required to pay AMD a termination fee of $1.0 billion. If the merger agreement is terminated under other specified circumstances, including the failure to receive certain required regulatory approvals, AMD may be required to pay Xilinx a termination fee of $1.0 billion. If the merger agreement is terminated under other specified circumstances, including if the AMD board of directors changes its recommendation, AMD may be required to pay Xilinx a termination fee of $1.5 billion. See “The Merger Agreement—Termination Fees.”

How can I virtually vote my shares at my respective special meeting?

AMD

Shares held directly in your name as an AMD stockholder of record may be virtually voted at the AMD special meeting via the AMD special meeting website. You will need the 16-digit control number included on your proxy card in order to access and vote via the AMD special meeting website as described under “The AMD Special Meeting—Virtually Attending the AMD Special Meeting.”

Shares held in “street name” may be virtually voted at the AMD special meeting via the AMD special meeting website only if you obtain a specific control number and follow the instructions provided by your bank, broker or other nominee. See “The AMD Special Meeting—Virtually Attending the AMD Special Meeting.”

Xilinx

Shares held directly in your name as a Xilinx stockholder of record may be virtually voted at the Xilinx special meeting via the Xilinx special meeting website. In order to virtually attend and vote at the Xilinx special meeting, you must first register at the Xilinx special meeting website in order to obtain a unique meeting invitation by electronic mail.

Shares held in “street name” may be virtually voted at the Xilinx special meeting via the Xilinx special meeting website only if you obtain a specific control number and follow the instructions provided by your, broker or other nominee. See “The Xilinx Special Meeting—Virtually Attending the Xilinx Special Meeting.”

Even if you plan to virtually attend your respective company’s special meeting via the applicable special meeting website, AMD and Xilinx recommend that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the respective special meeting.

For additional information on virtually attending the special meetings, see “The AMD Special Meeting” and “The Xilinx Special Meeting.”

How can I vote my shares without virtually attending my company’s special meeting?

Whether you hold your shares directly as a stockholder of record of AMD or Xilinx or beneficially in “street name,” you may direct your vote by proxy without virtually attending the AMD or Xilinx special meeting, as applicable. If you are a stockholder of record, you can vote by proxy over the internet, by telephone or by mail by

following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

For additional information on voting procedures, see “The AMD Special Meeting” and “The Xilinx Special Meeting.”

What is a “broker non-vote”?

Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently expected to be brought before the AMD and Xilinx special meetings are “non-routine” matters under Nasdaq rules.

A “broker non-vote” occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the AMD and Xilinx special meetings are non-routine matters under Nasdaq rules for which brokers do not have discretionary authority to vote, AMD and Xilinx do not expect there to be any broker non-votes at the AMD or Xilinx special meetings.

What stockholder vote is required for the approval of each proposal at the AMD special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the AMD special meeting?

AMD Proposal 1: AMD Share Issuance Proposal

Assuming a quorum is present at the AMD special meeting, approval of the AMD share issuance proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD share issuance proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal to vote on the AMD share issuance proposal will have the same effect as a vote “AGAINST” the AMD share issuance proposal. However, assuming a quorum is present at the AMD special meeting, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD share issuance proposal, voting power will deemed to be withheld with respect to the AMD share issuance proposal and such failure to provide voting instructions will have no effect on the AMD share issuance proposal.

AMD Proposal 2: AMD Adjournment Proposal

Whether or not a quorum is present at the AMD special meeting, approval of the AMD adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD

adjournment proposal to vote on the AMD adjournment proposal will have the same effect as a vote “AGAINST” the AMD adjournment proposal. However, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD adjournment proposal, voting power will deemed to be withheld with respect to the AMD adjournment proposal and such failure to provide voting instructions will have no effect on the AMD adjournment proposal.

What stockholder vote is required for the approval of each proposal at the Xilinx special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Xilinx special meeting?

Xilinx Proposal 1: Xilinx Merger Proposal

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal. Accordingly, an abstention or other failure to vote on the Xilinx merger proposal will have the same effect as a vote “AGAINST” the Xilinx merger proposal.

Xilinx Proposal 2: Xilinx Compensation Proposal

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx compensation proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, assuming a quorum is present at the Xilinx special meeting, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx compensation proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting to vote on the Xilinx compensation proposal will have the same effect as a vote “AGAINST” the Xilinx compensation proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal, it will have the same effect as a vote “AGAINST” the Xilinx compensation proposal.

Xilinx Proposal 3: Xilinx Adjournment Proposal

Whether or not a quorum is present at the Xilinx special meeting, approval of the Xilinx adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting to vote on the Xilinx adjournment proposal will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx adjournment proposal, it will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal.

Why am I being asked to consider and vote on a proposal to approve, by non-binding advisory vote, the merger-related compensation for Xilinx named executive officers (the Xilinx compensation proposal)?

Under SEC rules, Xilinx is required to seek a non-binding advisory vote of its stockholders relating to the compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the merger (also known as “golden parachute” compensation).

What happens if Xilinx stockholders do not approve, by non-binding advisory vote, the merger-related compensation for Xilinx named executive officers (the Xilinx compensation proposal)?

Because the vote on the proposal to approve the Xilinx compensation proposal is advisory in nature, the outcome of the vote will not be binding upon Xilinx or the combined company. Accordingly, the merger-related compensation, which is described under “Interests of Xilinx Directors and Executive Officers in the Merger,” may be paid to Xilinx named executive officers even if Xilinx stockholders do not approve the Xilinx compensation proposal.

What if I hold shares of both AMD and Xilinx common stock?

If you are both an AMD stockholder and a Xilinx stockholder, you will receive two separate packages of proxy materials. A vote cast as an AMD stockholder will not count as a vote cast as a Xilinx stockholder, and a vote cast as a Xilinx stockholder will not count as a vote cast as an AMD stockholder. Therefore, please follow the instructions received with each set of materials you receive in order to submit separate proxies for your shares of AMD common stock and your shares of Xilinx common stock.

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?

If your shares of AMD or Xilinx common stock are registered directly in your name with the transfer agent of AMD and Xilinx, respectively, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote directly at the applicable special meeting. You may also grant a proxy directly to AMD or Xilinx, as applicable, or to a third party to vote your shares at the applicable special meeting.

If your shares of AMD or Xilinx common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by them to vote your shares. In order to virtually attend and vote at the AMD special meeting via the AMD special meeting website or the Xilinx special meeting via the Xilinx special meeting website, you will need to obtain a specific control number and follow the other procedures provided by your bank, broker or other nominee.

If my shares of AMD or Xilinx common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

No. Your bank, broker or other nominee will only be permitted to vote your shares of AMD or Xilinx common stock, as applicable, if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under Nasdaq rules, banks, brokers and other nominees who hold shares of AMD or Xilinx common stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the AMD and Xilinx special meetings. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

For AMD stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares of AMD common stock will have no effect on the AMD share issuance proposal or the AMD adjournment proposal (assuming a quorum is present at the AMD special meeting).

For Xilinx stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares of Xilinx common stock will be the same as a vote “AGAINST” the Xilinx merger proposal, but will have no effect on the Xilinx compensation proposal (assuming a quorum is present at the Xilinx special meeting) or the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name”

through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal or the Xilinx adjournment proposal, it will have the same effect as a vote “AGAINST” such proposal.

What should I do if I receive more than one set of voting materials for the same special meeting?

If you hold shares of AMD or Xilinx common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of AMD or Xilinx common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.

Record Holders. For shares held directly, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to ensure that all of your shares of AMD or Xilinx common stock are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to submit a proxy or vote your shares.

If a stockholder gives a proxy, how are the shares of AMD or Xilinx common stock voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of AMD or Xilinx common stock, as applicable, in the way that you indicate. For each item before the AMD or Xilinx special meeting, as applicable, you may specify whether your shares of AMD or Xilinx common stock, as applicable, should be voted for or against, or abstain from voting.

How will my shares of AMD common stock be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of AMD common stock to be voted, then your shares of AMD common stock will be voted in accordance with the recommendation of the AMD board of directors: “FOR” the AMD share issuance proposal and “FOR” the AMD adjournment proposal.

How will my shares of Xilinx common stock be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of Xilinx common stock to be voted, then your shares of Xilinx common stock will be voted in accordance with the recommendation of the Xilinx board of directors: “FOR” the Xilinx merger proposal, “FOR” the Xilinx compensation proposal and “FOR” the Xilinx adjournment proposal.

Can I change my vote after I have submitted my proxy?

Any AMD or Xilinx stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the applicable special meeting by doing any of the following:

Execution or revocation of a proxy will not in any way affect your right to virtually attend and vote at the applicable special meeting via the applicable special meeting website. Written notices of revocation and other communications relating to the revocation of proxies should be addressed:

See “The AMD Special Meeting—Revocability of Proxies” and “The Xilinx Special Meeting—Revocability of Proxies.”

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Where can I find the voting results of the special meetings?

The preliminary voting results for each special meeting are expected to be announced at that special meeting. In addition, within four business days following certification of the final voting results, each of AMD and Xilinx will file the final voting results of its respective special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

Do Xilinx stockholders have dissenters’ or appraisal rights?

Xilinx stockholders are not entitled to appraisal or dissenters’ rights under the DGCL. If Xilinx stockholders are not in favor of the merger, they may vote against or choose to abstain from voting on the Xilinx merger proposal. See “No Appraisal Rights.” Information about how Xilinx stockholders may vote on the proposals being considered in connection with the merger can be found under “The Xilinx Special Meeting.”

Are there any risks that I should consider in deciding whether to vote for the approval of the AMD share issuance proposal or the Xilinx merger proposal?

Yes. You should read and carefully consider the risk factors set forth under “Risk Factors.” You also should read and carefully consider the risk factors relating to AMD and Xilinx that are contained in the documents that are incorporated by reference in this joint proxy statement/prospectus.

What happens if I sell my shares of AMD or Xilinx common stock after the respective record date but before the respective special meeting?

The AMD record date is earlier than the date of the AMD special meeting, and the Xilinx record date is earlier than the date of the Xilinx special meeting. If you sell or otherwise transfer your shares of AMD or Xilinx common stock after the applicable record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

Who will solicit and pay the cost of soliciting proxies?

AMD has engaged Mackenzie Partners, Inc., which is referred to as “Mackenzie Partners,” to assist in the solicitation of proxies for the AMD special meeting. AMD estimates that it will pay Mackenzie Partners a fee of approximately $60,000, plus reimbursement for certain out-of-pocket fees and expenses. AMD has agreed to indemnify Mackenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Xilinx has engaged Innisfree M&A Incorporated, which is referred to as “Innisfree,” to assist in the solicitation of proxies for the Xilinx special meeting. Xilinx estimates that it will pay Innisfree a fee of approximately $40,000, plus reimbursement for certain out-of-pocket fees and expenses. Xilinx has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

AMD and Xilinx also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of AMD and Xilinx common stock, respectively. AMD and Xilinx directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

When is the merger expected to be completed?

Subject to the satisfaction or waiver of the closing conditions described under “The Merger Agreement—Conditions to the Completion of the Merger,” including approval of the AMD share issuance proposal by AMD stockholders and approval of the Xilinx merger proposal by Xilinx stockholders, the merger is currently expected to be completed by the end of the 2021 calendar year. However, neither AMD nor Xilinx can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion of the merger is subject to conditions and factors beyond the control of both companies, including the receipt of certain required regulatory approvals. AMD and Xilinx hope to complete the merger as soon as reasonably practicable. Also see “The Merger—Regulatory Approvals.”

What respective equity stakes will AMD and Xilinx stockholders hold in the combined company immediately following the merger?

Based on the number of shares of AMD and Xilinx common stock outstanding on November 23, 2020,January 5, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the merger, former Xilinx stockholders are expected to own approximately 26%25.9% of the outstanding shares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74%74.1% of the outstanding shares of AMD common stock. The relative ownership interests of AMD stockholders and former Xilinx stockholders in the combined company immediately following the merger will depend on the number of shares of AMD and Xilinx common stock issued and outstanding immediately prior to the merger.

If I am a Xilinx stockholder, how will I receive the merger consideration to which I am entitled?

If you hold your shares of Xilinx common stock in book-entry form, whether through The Depository Trust Company, which is referred to as “DTC,” or otherwise, you will not be required to take any specific actions to exchange your shares of Xilinx common stock for shares of AMD common stock. Such shares will, following the effective time, be automatically exchanged for shares of AMD common stock (in book-entry form) and cash in lieu of any fractional shares of AMD common stock to which you are entitled. If you instead hold your shares of Xilinx common stock in certificated form, then, after receiving the proper documentation from you following the effective time, the exchange agent will deliver to you the shares of AMD common stock (in book-entry form) and cash in lieu of any fractional shares of AMD common stock to which you are entitled. See “The Merger Agreement—Exchange of Shares.”

What should I do now?

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes. Then, you may vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, so that your shares will be voted in accordance with your instructions.

How can I find more information about AMD and Xilinx?

You can find more information about AMD and Xilinx from various sources described under “Where You Can Find More Information.”

Whom do I call if I have questions about the special meetings or the merger?

If you have questions about the special meetings or the merger, or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may contact your company’s proxy solicitor:

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, the documents that AMD and Xilinx refer you to in the registration statement and oral statements made or to be made by AMD and Xilinx include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the “safe harbor provisions.” Statements contained or incorporated by reference in the registration statement of which this joint proxy statement/prospectus forms a part that are not historical facts are forward-looking statements, including statements about the beliefs and expectations of AMD and Xilinx management relating to the merger and future financial condition and performance. Words such as “believe,” “continue,” “could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements that are intended to be covered by the safe harbor provisions. Investors are cautioned that any forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond the control of both companies, and which may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus. Although these forward-looking statements are based on assumptions that AMD and Xilinx management, as applicable, believe to be reasonable, they can give no assurance that these expectations will prove to be correct. Investors are cautioned not to place undue reliance on these forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:

For further discussion of these and other risks, contingencies and uncertainties applicable to AMD and Xilinx, their respective businesses and the proposed merger, see “Risk Factors” in this joint proxy statement/prospectus and in similarly titled sections in AMD’s and Xilinx’s other filings with the SEC that are incorporated by reference herein. See “Where You Can Find More Information.”

All subsequent written or oral forward-looking statements attributable to AMD, Xilinx or any person acting on either of their behalf are expressly qualified in their entirety by these cautionary statements. Neither AMD nor Xilinx is under any obligation to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, and each expressly disclaims any obligation to do so, except as may be required by law.

RISK FACTORS

In considering how to vote on the proposals to be considered and voted on at the AMD and Xilinx special meetings, you are urged to carefully consider all of the information contained or incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.” You should also read and consider the risks associated with each of the businesses of AMD and Xilinx because those risks will affect the combined company. The risks associated with the business of AMD can be found in AMD’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and the risks associated with the business of Xilinx can be found in Xilinx’s Annual Report on Form 10-K for the fiscal year ended March 28, 2020, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), each of which is incorporated by reference in this joint proxy statement/prospectus. In addition, you are urged to carefully consider the following material risks relating to the merger and the businesses of AMD, Xilinx and the combined company.

Risks Relating to the Merger

Because the exchange ratio is fixed and will not be adjusted in the event of any change in the price of either AMD or Xilinx common stock, the value of the consideration that Xilinx stockholders will receive in the merger is uncertain.

Upon completion of the merger, each share of Xilinx common stock outstanding immediately prior to the merger, other than shares held in treasury by Xilinx or held directly by AMD or Merger Sub, will be converted into the right to receive 1.7234 shares of AMD common stock (with cash, without interest and less any applicable withholding taxes, in lieu of any fractional shares of AMD common stock). This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either AMD or Xilinx common stock prior to the completion of the merger. The market prices of AMD and Xilinx common stock have fluctuated prior to and after the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the dates of the AMD and Xilinx special meetings, and through the date the merger is consummated.

Because the value of the merger consideration will depend on the market price of AMD common stock at the time the merger is completed, Xilinx stockholders will not know or be able to determine at the time of the Xilinx special meeting the market value of the merger consideration they would receive upon completion of the merger. Similarly, AMD stockholders will not know or be able to determine at the time of the AMD special meeting the market value of the shares of AMD common stock to be issued pursuant to the merger agreement compared to the market value of the shares of Xilinx common stock that are being exchanged in the merger.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in AMD’s or Xilinx’s respective businesses, operations and prospects, the uncertainty as to the extent of the duration, scope and impact of the COVID-19 pandemic, market assessments of the likelihood that the merger will be completed, interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of AMD and Xilinx common stock, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which AMD and Xilinx operate, and the timing of the merger and receipt of required regulatory approvals.

Many of these factors are beyond the control of AMD and Xilinx, and neither AMD nor Xilinx is permitted to terminate the merger agreement solely due to a decline in the market price of the common stock of the other party. You are urged to obtain current market quotations for AMD and Xilinx common stock in determining whether to vote in favor of the AMD share issuance proposal, in the case of AMD stockholders, or the Xilinx merger proposal, in the case of Xilinx stockholders.

The market price of AMD common stock will continue to fluctuate after the merger.

Upon completion of the merger, Xilinx stockholders will become holders of AMD common stock. The market price of the common stock of the combined company will continue to fluctuate, potentially significantly, following completion of the merger, including for the reasons described above. As a result, former Xilinx stockholders could lose some or all of the value of their investment in AMD common stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the AMD common stock received in the merger, regardless of the combined company’s actual operating performance.

The merger may not be completed and the merger agreement may be terminated in accordance with its terms.

The merger is subject to a number of conditions that must be satisfied, including the approval by AMD stockholders of the AMD share issuance proposal and approval by Xilinx stockholders of the Xilinx merger proposal, or waived (to the extent permitted), in each case prior to the completion of the merger. These conditions are described under “The Merger Agreement—Conditions to the Completion of the Merger.” These conditions to the completion of the merger, some of which are beyond the control of AMD and Xilinx, may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or not completed.

Additionally, either AMD or Xilinx may terminate the merger agreement under certain circumstances, including, among other reasons, if the merger is not completed by the end date. In addition, if the merger agreement is terminated under specified circumstances, including if the Xilinx board of directors changes its recommendation, Xilinx may be required to pay AMD a termination fee of $1.0 billion. If the merger agreement is terminated under other specified circumstances, including the failure to receive certain required regulatory approvals, AMD may be required to pay Xilinx a termination fee of $1.0 billion. If the merger agreement is terminated under other specified circumstances, including if the AMD board of directors changes its recommendation, AMD may be required to pay Xilinx a termination fee of $1.5 billion. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees” for a more complete discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by AMD or Xilinx.

The termination of the merger agreement could negatively impact AMD or Xilinx and the trading prices of the AMD or Xilinx common stock.

If the merger is not completed for any reason, including because AMD stockholders fail to approve the AMD share issuance proposal or because Xilinx stockholders fail to approve the Xilinx merger proposal, the ongoing businesses of AMD and Xilinx may be adversely affected and, without realizing any of the expected benefits of having completed the merger, AMD and Xilinx would be subject to a number of risks, including the following:

The market price for shares of AMD common stock may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of AMD or Xilinx common stock.

Upon consummation of the merger, AMD stockholders and Xilinx stockholders will both hold shares of common stock in the combined company. AMD’s businesses differ from those of Xilinx, and Xilinx’s businesses differ from those of AMD, and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the results of operations of AMD and Xilinx. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either AMD or Xilinx. For a discussion of the businesses of each of AMD and Xilinx and some important factors to consider in connection with those businesses, see “The Parties to the Merger” and the other information contained or incorporated in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Based on the number of shares of Xilinx common stock outstanding as of November 23, 2020,January 5, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, it is expected that AMD will issue approximately 422422.6 million shares of AMD common stock in the merger. Former Xilinx stockholders may decide not to hold the shares of AMD common stock that they will receive in the merger, and AMD stockholders may decide to reduce their investment in AMD as a result of the changes to AMD’s investment profile as a result of the merger. Other Xilinx stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of AMD common stock that they receive in the merger. Such sales of AMD common stock could have the effect of depressing the market price for AMD common stock.

The shares of common stock of the combined company to be received by Xilinx stockholders as a result of the merger will have rights different from the shares of Xilinx common stock.

Upon completion of the merger, Xilinx stockholders will no longer be stockholders of Xilinx, but will instead become stockholders of AMD. As AMD and Xilinx are both Delaware corporations, the rights of AMD and Xilinx stockholders are not materially different. However, there are certain differences in the rights of AMD stockholders under AMD’s amended and restated certificate of incorporation, which is referred to as the “AMD charter,” and AMD’s amended and restated bylaws, which are referred to as the “AMD bylaws,” and of Xilinx stockholders under Xilinx’s amended and restated certificate of incorporation, which is referred to as the “Xilinx charter,” and Xilinx’s amended and restated bylaws, which are referred to as the “Xilinx bylaws.” See “Comparison of Stockholders’ Rights” for a discussion of these rights.

After the merger, Xilinx stockholders will have a significantly lower ownership and voting interest in AMD than they currently have in Xilinx and will exercise less influence over management and policies of the combined company.

Based on the number of shares of AMD and Xilinx common stock outstanding on November 23, 2020,January 5, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the merger, former Xilinx stockholders are expected to own approximately 26%25.9% of the outstanding shares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74%74.1% of the outstanding shares of AMD common stock. Consequently, former Xilinx stockholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of Xilinx.

Until the completion of the merger or the termination of the merger agreement in accordance with its terms, AMD and Xilinx are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to AMD, Xilinx and/or their respective stockholders.

From and after the date of the merger agreement and prior to completion of the merger, the merger agreement restricts AMD and Xilinx from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted in the ordinary course in all material respects. These restrictions may prevent AMD or Xilinx, as applicable, from taking actions during the pendency of the merger that would have been beneficial. Adverse effects arising from these restrictions during the pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the merger agreement. See “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion.”

Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the merger.

The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part registering the AMD common stock issuable pursuant to the merger agreement and the absence of any stop order or proceedings by the SEC with respect thereto, the expiration or earlier termination of any applicable waiting period (or any extension thereof), and the receipt of required approvals, under U.S. and certain foreign competition laws, approval for listing on Nasdaq of the shares of AMD common stock to be issued pursuant to the merger agreement, and the absence of governmental restraints or prohibitions preventing the consummation of the merger. To the extent required, foreign investment filings will also be made, though these are not closing conditions. The obligation of each of AMD and Xilinx to consummate the merger is also conditioned on, among other things, the truth and accuracy of the representations and warranties made by the other party on the date of the merger agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and the performance by the other party in all material respects of its obligations under the merger agreement. No assurance can be given that the required stockholder, governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that AMD and Xilinx expect to achieve if the merger is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Merger Agreement—Conditions to the Completion of the Merger.”

AMD and Xilinx must obtain certain regulatory approvals and clearances to consummate the merger, which, if delayed, not granted or granted with burdensome or unacceptable conditions, could prevent, substantially delay or impair consummation of the merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the merger.

The completion of the merger is subject to the termination or expiration of any applicable waiting period (or extension thereof) under the HSR Act, which occurred as of 11:59 p.m., Eastern Time, on January 11, 2021, and the receipt of the other specified regulatory clearances and approvals, including antitrust authorizations or approvals in the European Union, the United Kingdom, China and certain additional jurisdictions. These jurisdictions can also impose conditions on case approval under the applicable competition laws as they deem necessary or desirable, including, but not limited to, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to not engage in certain types of conduct.

United States. With respect to the United States, under the HSR Act, the merger may not be completed until Notification and Report Forms have been filed with the U.S. Federal Trade Commission, which is referred to as

the “FTC,” and the U.S. Department of Justice, which is referred to as the “DOJ,” and the applicable waiting

necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Any one of these requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the completion, or reduce the anticipated benefits, of the merger. There is no assurance that AMD and Xilinx will obtain all required regulatory clearances or approvals on a timely basis, or at all. Failure to obtain the necessary clearances in any of these jurisdictions could substantially delay or prevent the consummation of the merger, which could negatively impact both AMD and Xilinx.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the merger.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of the professionals currently employed by AMD and Xilinx. It is possible that these employees may decide not to remain with AMD or Xilinx, as applicable, while the merger is pending, or with the combined company. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating AMD and Xilinx to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, AMD and Xilinx may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of AMD and Xilinx to the same extent that those companies have been able to attract or retain their own employees in the past.

The merger, and uncertainty regarding the merger, may cause customers, suppliers, distributors or strategic partners to delay or defer decisions concerning AMD or Xilinx and adversely affect each company’s ability to effectively manage its respective business.

The merger will happen only if the stated conditions are met, including the approval of the AMD share issuance proposal, the approval of the Xilinx merger proposal and the receipt of required regulatory approvals, among other conditions. Many of the conditions are beyond the control of AMD and Xilinx, and both parties also have certain rights to terminate the merger agreement. Accordingly, there may be uncertainty regarding the completion of the merger. This uncertainty may cause customers, suppliers, distributors, vendors, strategic partners or others that deal with AMD or Xilinx to delay or defer entering into contracts with AMD or Xilinx or making other decisions concerning AMD or Xilinx or seek to change or cancel existing business relationships with AMD or Xilinx, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on the respective businesses of AMD and Xilinx, regardless of whether the merger is ultimately completed.

In addition, the merger agreement restricts AMD, Xilinx and their respective subsidiaries from taking certain actions during the pendency of the merger without the consent of the other parties. These restrictions may prevent AMD and Xilinx from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the merger. See “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” for a description of the restrictive covenants to which each of AMD and Xilinx is subject.

The opinions rendered to AMD and Xilinx from their respective financial advisors will not reflect changes in circumstances between the dates of such opinions and the completion of the merger.

DBO and Credit Suisse delivered their oral opinions to the AMD board of directors on October 26, 2020, which opinions were subsequently confirmed in a written opinion from each of DBO and Credit Suisse dated as of October 26, 2020, to the effect that as of such date and subject to the procedures followed, assumptions made,

qualifications and limitations on the review undertaken and other matters considered in connection with the preparation of each opinion, the exchange ratio set forth in the merger agreement was fair, from a financial point of view, to AMD.

Morgan Stanley delivered its oral opinion to the Xilinx board of directors on October 26, 2020, which opinion was subsequently confirmed in a written opinion dated as of October 26, 2020, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of Xilinx common stock (other than holders of the Excluded Shares).

BofA Securities delivered its oral opinion to the Xilinx board of directors on October 26, 2020, which opinion was subsequently confirmed in a written opinion dated as of October 26, 2020, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken as set forth in the written opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to the holders of Xilinx common stock.

Neither AMD nor Xilinx has obtained, nor will either of them obtain, an updated opinion from DBO, Credit Suisse, Morgan Stanley or BofA Securities, as applicable, regarding the fairness, from a financial point of view, of the exchange ratio, including as of the date of this joint proxy statement/prospectus or of the special meetings, or prior to the completion of the merger. Each of the respective opinions of DBO, Credit Suisse, Morgan Stanley and BofA Securities was necessarily based on general financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to DBO, Credit Suisse, Morgan Stanley and BofA Securities, as applicable, only as of the dates of the respective opinions of DBO, Credit Suisse, Morgan Stanley and BofA Securities, and such opinions do not address the fairness of the exchange ratio, from a financial point of view, at the time the merger is completed. Changes in the operations and prospects of AMD or Xilinx, general financial, economic, monetary, market and other conditions, circumstances and factors that may be beyond the control of AMD and Xilinx, and on which each of the respective opinions of DBO, Credit Suisse, Morgan Stanley and BofA Securities was based, may alter the value of AMD or Xilinx or the prices of shares of AMD or Xilinx common stock by the time the merger is completed. The opinions of DBO, Credit Suisse, Morgan Stanley and BofA Securities do not speak as of any date other than the respective dates of such opinions. The recommendation of the AMD board of directors that AMD stockholders vote “FOR” the AMD share issuance proposal and “FOR” the AMD adjournment proposal and the recommendation of the Xilinx board of directors that Xilinx stockholders vote “FOR” the Xilinx merger proposal, “FOR” the Xilinx compensation proposal and “FOR” the Xilinx adjournment proposal are each made as of the date of this joint proxy statement/prospectus. For a description of the opinions that AMD and Xilinx received from their respective financial advisors, see “The Merger—Opinions of AMD’s Financial Advisors” and “The Merger—Opinion of Xilinx’s Financial Advisors.”

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of AMD and Xilinx, which could have an adverse effect on their respective businesses and financial results.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of AMD and Xilinx, including by diverting the attention of AMD and Xilinx management toward the completion of the merger. In addition, AMD and Xilinx have each diverted significant management resources in an effort to complete the merger and are each subject to restrictions contained in the merger agreement on the conduct of their respective businesses. If the merger is not completed, AMD and Xilinx will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

AMD and Xilinx directors and executive officers have interests and arrangements that may be different from, or in addition to, those of AMD and Xilinx stockholders generally.

When considering the recommendations of the AMD and Xilinx boardsboard of directors as applicable, on how to vote on the proposals described in this joint proxy statement/prospectus, Xilinx stockholders should be aware that AMD

Xilinx recommendation, as applicable (each as defined under “The Merger Agreement—Representations and Warranties”). Although the AMD or Xilinx board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to a superior proposal or to an intervening event (if the applicable board of directors determines in good faith that a failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law), such change of recommendation would entitle the other party to terminate the merger agreement and collect a termination fee from the party making a change of recommendation. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees.”

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the exchange ratio in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

The merger will involve substantial costs.

AMD and Xilinx have incurred and expect to incur non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the merger. As of the date of this joint proxy statement/prospectus, AMD and Xilinx estimate that their aggregate costs associated with the merger and related transactions will be approximately $80 million and $138 million, respectively. These costs include filing and expensesregistration fees with the SEC, printing and mailing costs associated with this joint proxy/registration statement, and legal, accounting, investment banking, consulting, public relations and proxy solicitation fees. These costs do not include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, including severance and retention payments that may be made to certain Xilinx employees filing fees, printing expenses and other related charges.costs that will be incurred in connection with the integration of AMD’s and Xilinx’s businesses. Some of these costs are payable by AMD or Xilinx regardless of whether the merger is completed.

The combined company will also incur restructuring and integration costs in connection with the merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of either AMD or the combined company. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of Xilinx’s business. Although AMD expects that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by AMD even if the merger is not completed. While AMD has assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond AMD’s control that could affect the total amount or the timing of the integration and implementation expenses.

AMD and Xilinx stockholders will not be entitled to appraisal rights in the merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders generally do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

Because the merger is of Merger Sub with and into Xilinx and holders of AMD common stock will continue to hold their shares following completion of the merger, holders of AMD common stock are not entitled to appraisal rights in connection with the merger.

an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what

companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the combined company.

materially and adversely from the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information does not reflect the effect of any divestitures that may be required in connection with the merger. See “Comparative Historical Unaudited Pro Forma Per Share Data” and “Unaudited Pro Forma Condensed Combined Financial Statements.”

company will be able to maintain the current creditworthiness or prospective credit ratings of AMD or Xilinx, and any actual or anticipated changes or downgrades in such credit ratings may have a negative impact on the liquidity, capital position or access to capital markets of the combined company.

COVID-19 have negatively impacted the macroeconomic environment in many ways, while the pandemic itself has significantly increased economic uncertainty and abruptly reduced economic activity.

the internal affairs doctrine. Nothing in the AMD charter or the AMD bylaws would preclude stockholders that assert claims under the Exchange Act from bringing such claims in federal court to the extent the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. The AMD bylaws provide that the U.S. federal district courts are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.

These forum selection provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the combined company or its directors, officers or other employees, which may discourage such lawsuits. While Delaware courts have determined that such forum selection provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against the combined company and its directors, officers or other employees in a venue other than in the U.S. federal district courts. In such instance, the combined company would expect to vigorously assert the validity and enforceability of these forum selection provisions. This may require further significant additional costs associated with resolving the dispute in other jurisdictions, and there can be no assurance that the forum selection provisions will be enforced by a court in those other jurisdictions, any of which could seriously harm the combined company’s business.

Other Risk Factors of AMD and Xilinx

AMD’s and Xilinx’s businesses are and will be subject to the risks described above. In addition, AMD and Xilinx are, and will continue to be, subject to the risks described in, as applicable, AMD’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and Xilinx’s Annual Report on Form 10-K for the fiscal year ended March 28, 2020, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which are filed with the SEC and incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

THE PARTIES TO THE MERGER

Advanced Micro Devices, Inc.

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

Since its founding in 1969, AMD has driven innovation in high-performance computing products and technologies to push the boundaries on what is possible. AMD’s products include x86 microprocessors (CPUs), accelerated processing units which integrate microprocessors and graphics (APUs), discrete graphics processing units (GPUs), semi-custom System-on-Chip (SOC) products and chipsets for the PC, gaming, datacenter and embedded markets. In addition, AMD provides development services and licenses portions of its intellectual property portfolio. With over 12,000 employees, AMD’s operations span 40 locations in more than 20 countries. AMD’s principal executive offices are located at 2485 Augustine Drive, Santa Clara, California 95054, and its telephone number is (408) 749-4000.

AMD is a Delaware corporation and the AMD common stock is listed on Nasdaq under the ticker symbol “AMD.”

For more information about AMD, visit AMD’s website at www.amd.com. The information contained on or accessible through AMD’s website (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about AMD is included in the documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Xilinx, Inc.

2100 Logic Drive

San Jose, California 95124

(408) 559-7778

Xilinx designs and develops programmable devices and associated technologies, including integrated circuits (ICs) in the form of programmable logic devices (PLDs), including programmable System on Chips (SoCs), three-dimensional ICs (3D ICs) and Adaptive Compute Acceleration Platform (ACAP): a highly integrated multi-core heterogeneous compute platform; software design tools to program the PLDs; software development environments and embedded platforms; targeted reference designs; printed circuit boards; and intellectual property (IP), which consists of Xilinx and various third-party verification and IP cores. In addition to its programmable platforms, Xilinx provides design services, customer training, field engineering and technical support. Xilinx’s principal executive offices are located at 2100 Logic Drive, San Jose, California 95124, and its telephone number is (408) 559-7778.

Xilinx is a Delaware corporation and the Xilinx common stock is listed on Nasdaq under the ticker symbol “XLNX.”

For more information about Xilinx, visit Xilinx’s website at www.xilinx.com. The information contained on accessible through Xilinx’s website (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Xilinx is included in the documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Thrones Merger Sub, Inc.

2485 Augustine Drive

Santa Clara, California 95054

(408) 749-4000

Merger Sub was formed by AMD solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. By operation of the merger, Merger Sub will be merged with and into Xilinx, with Xilinx continuing as the surviving corporation and as a wholly owned subsidiary of AMD.

THE AMD SPECIAL MEETING

This joint proxy statement/prospectus is being provided to AMD stockholders in connection with the solicitation of proxies by the AMD board of directors for use at the AMD special meeting and at any adjournments or postponements thereof. AMD stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the merger agreement and the transactions contemplated thereby.

Date, Time and Place of the AMD Special Meeting

The AMD special meeting is scheduled to be held virtually via live webcast on [●], 2021, beginning at [●], Eastern Time, unless postponed to a later date.

In light of ongoing developments related to the COVID-19 pandemic, AMD has elected to hold the AMD special meeting solely by means of remote communication via live webcast. AMD stockholders will be able to virtually attend and vote at the AMD special meeting by visiting www.virtualshareholdermeeting.com/AMD2021SM, which is referred to as the “AMD special meeting website.” AMD stockholders will need the 16-digit control number found on their proxy card in order to access the AMD special meeting website and to access the list of AMD stockholders entitled to vote at the AMD special meeting during the time of the meeting.

AMD has retained Broadridge to host the live webcast of the AMD special meeting. On the day of the AMD special meeting, Broadridge may be contacted at (844) 976-0738 (U.S.) or (303) 562-9301 (international), and will be available to answer any questions regarding how to virtually attend the AMD special meeting or if you encounter any technical difficulty accessing or during the AMD special meeting.

Matters to Be Considered at the AMD Special Meeting

The purpose of the AMD special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

Recommendation of the AMD Board of Directors

The AMD board of directors unanimously recommends that AMD stockholders vote:

After careful consideration, the AMD board of directors unanimously: (i) determined that the terms of the merger agreement and the merger are fair to and in the best interests of AMD and its stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, each on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that AMD stockholders approve of the AMD share issuance proposal. See “The Merger—Recommendation of the AMD Board of Directors; AMD’s Reasons for the Merger.”

Record Date for the AMD Special Meeting and Voting Rights

The record date to determine AMD stockholders who are entitled to receive notice of and to vote at the AMD special meeting or any adjournments or postponements thereof is December [●], 2020.2021. As of the close of business on the AMD record date, there were [●] shares of AMD common stock issued and outstanding and entitled to vote at the AMD special meeting.

Each AMD stockholder is entitled to one vote for each share of AMD common stock such holder owned of record at the close of business on the AMD record date with respect to each matter properly brought before the AMD special meeting. Only AMD stockholders of record at the close of business on the AMD record date are entitled to receive notice of and to vote at the AMD special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of AMD stockholders is necessary to conduct the AMD special meeting. The presence, virtually via the AMD special meeting website or by proxy, of the holders of a majority of the issued and outstanding shares of AMD common stock entitled to vote at the AMD special meeting will constitute a quorum. Shares of AMD common stock represented at the AMD special meeting by virtual attendance via the AMD special meeting website or by proxy and entitled to vote, but not voted, including shares for which an AMD stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the AMD special meeting are considered “non-routine” matters under Nasdaq rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the AMD stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the AMD special meeting. If a quorum is not present, the AMD special meeting will be adjourned or postponed until the holders of the number of shares of AMD common stock required to constitute a quorum attend.

Under Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under Nasdaq rules are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the AMD special meeting are considered “non-routine” matters under Nasdaq rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the AMD special meeting. As a result, AMD does not expect any broker non-votes at the AMD special meeting and if you hold your shares of AMD common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the AMD special meeting unless they have received voting instructions from the beneficial owners.

Required Votes

Except for the AMD adjournment proposal, the vote required to approve each of the proposals listed below assumes the presence of a quorum at the AMD special meeting. As described above, AMD does not expect there to be any broker non-votes at the AMD special meeting.

Vote of AMD Directors and Executive Officers

As of November 23, 2020,January 5, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, AMD directors and executive officers, and their affiliates, as a group, owned and were entitled to vote approximately 1% of the total outstanding shares of AMD common stock. Although none of them has entered into any agreement obligating them to do so, AMD currently expects that all AMD directors and executive officers will vote their shares “FOR” the AMD share issuance proposal and “FOR” the AMD adjournment proposal. See “Interests of AMD Directors and Executive Officers in the Merger” and the arrangements described in AMD’s Definitive Proxy Statement on Schedule 14A for AMD’s 2020 annual meeting of stockholders, filed with the SEC on March 26, 2020, which is incorporated by reference in this joint proxy statement/prospectus.

Methods of Voting

Registered Stockholders

If you are an AMD stockholder of record, you may vote at the AMD special meeting by proxy over the internet or telephone or by mail, or by virtually attending and voting at the AMD special meeting via the AMD special meeting website, as described below.

Unless revoked, all duly executed proxies representing shares of AMD common stock entitled to vote at the AMD special meeting will be voted at the AMD special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, then the AMD officers identified on the proxy will vote your shares consistent with the recommendation of the AMD board of directors on such proposal. If you are an AMD stockholder of record, proxies submitted over the internet or by telephone as described above must be received by [●], Eastern Time, on [●], 2021. To reduce administrative costs and help the environment by conserving natural resources, AMD asks that you submit a proxy to vote your shares through the internet or by telephone.

By executing and delivering a proxy in connection with the AMD special meeting, you designate certain AMD officers identified therein as your proxies at the AMD special meeting. If you deliver an executed proxy, but do not specify a choice for any proposal properly brought before the AMD special meeting, such proxies will vote your shares of AMD common stock on such uninstructed proposal in accordance with the recommendation of the AMD board of directors. AMD does not expect that any matter other than the proposals listed above will be brought before the AMD special meeting, and the AMD bylaws provide that the only business that may be conducted at the AMD special meeting are those proposals brought before the AMD special meeting by or at the direction of the AMD board of directors.

Beneficial (Street Name) Stockholders

If you hold your shares of AMD common stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of AMD common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the AMD special meeting. See “—Quorum; Abstentions and Broker Non-Votes.”

If you hold your shares of AMD common stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to virtually attend and vote at the AMD special meeting via the AMD special meeting website. See “—Virtually Attending the AMD Special Meeting.”

Revocability of Proxies

Any AMD stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the AMD special meeting. If you are an AMD stockholder of record, you may revoke your proxy by any one of the following actions:

Only your last submitted proxy will be considered.

Execution or revocation of a proxy will not in any way affect an AMD stockholder’s right to virtually attend and vote at the AMD special meeting via the AMD special meeting website.

Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

Advanced Micro Devices, Inc.

Attn: Corporate Secretary

corporate.secretary@amd.com

2485 Augustine Drive

Santa Clara, California 95054

If your shares of AMD common stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the AMD special meeting via the AMD special meeting website.

Proxy Solicitation Costs

AMD is soliciting proxies to provide an opportunity to all AMD stockholders to vote on agenda items, whether or not such AMD stockholders are able to virtually attend the AMD special meeting or any adjournment or postponement thereof. AMD will bear the entire cost of soliciting proxies from AMD stockholders. In addition to the solicitation of proxies by mail, AMD will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of AMD common stock and secure their voting instructions, if necessary. AMD may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

AMD has also retained Mackenzie Partners to assist in soliciting proxies and in communicating with AMD stockholders and estimates that it will pay them a fee of approximately $60,000, plus reimbursement for certain out-of-pocket fees and expenses. AMD also has agreed to indemnify Mackenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of AMD or by AMD directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. AMD directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

Virtually Attending the AMD Special Meeting

If you wish to virtually attend the AMD special meeting via the AMD special meeting website, you must (i) be a AMD stockholder of record at the close of business on December [●], 20202021 (the AMD record date), (ii) hold your shares of AMD common stock beneficially in the name of a broker, bank or other nominee as of the AMD record date or (iii) hold a valid proxy for the AMD special meeting.

To enter the AMD special meeting website and virtually attend the AMD special meeting, you will need the 16-digit control number located on your proxy card. If you hold your shares of AMD common stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend the AMD special meeting via the AMD special meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee. The 16-digit control number is also needed to access the list of AMD stockholders entitled to vote at the AMD special meeting during the time of the meeting.

If you plan to virtually attend and vote at the AMD special meeting via the AMD special meeting website, AMD still encourages you to vote in advance by the internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the AMD special meeting via the AMD special meeting website. Voting your proxy by the internet, telephone or mail will not limit your right to virtually attend and vote at the AMD special meeting via the AMD special meeting website if you later decide to do so.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. AMD has previously adopted householding for AMD stockholders of record. As a result, AMD stockholders with the same address and last name may receive only one copy of this joint proxy statement/prospectus. Registered AMD stockholders (those who hold shares of AMD common stock directly in their name with AMD’s transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to AMD at the address below.

Some brokers household proxy materials, delivering a single proxy statement or notice to multiple AMD stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

AMD will promptly deliver a copy of this joint proxy statement/prospectus to any AMD stockholder who only received one copy of these materials due to householding upon request in writing to: Advanced Micro Devices, Inc., Attn: Corporate Secretary, corporate.secretary@amd.com, 2485 Augustine Drive, Santa Clara, California 95054 or by calling (408) 749-4000.

Tabulation of Votes

The AMD board of directors will appoint an independent inspector of election for the AMD special meeting. The inspector of election will, among other matters, determine the number of shares of AMD common stock virtually present or represented by proxy at the AMD special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to AMD stockholders at the AMD special meeting.

Adjournments

If a quorum is present at the AMD special meeting but there are insufficient votes at the time of the AMD special meeting to approve the AMD share issuance proposal, then AMD stockholders may be asked to vote on the AMD adjournment proposal.

At any subsequent reconvening of the AMD special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the AMD special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card, or if you have questions regarding the AMD special meeting, please contact Mackenzie Partners, AMD’s proxy solicitor for the AMD special meeting, at:

1407 Broadway, 27th Floor

New York, New York 10018

(800) 322-2885

Banks and Brokers: (212) 929-5500

proxy@mackenziepartners.com

AMD STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, AMD STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

AMD PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE

This joint proxy statement/prospectus is being furnished to you as an AMD stockholder in connection with the solicitation of proxies by the AMD board of directors for use at the AMD special meeting. At the AMD special meeting, AMD is asking AMD stockholders to consider and vote upon a proposal to approve the issuance of shares of AMD common stock to Xilinx stockholders in connection with the merger. Based on the number of shares of Xilinx common stock outstanding as of November 23, 2020,January 5, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, AMD expects to issue an aggregate of 422approximately 422.6 million shares of AMD common stock to Xilinx stockholders in connection with the merger. The actual number of shares of AMD common stock to be issued in connection with the merger will be determined at the effective time based on the exchange ratio of 1.7234 shares of AMD common stock for each share of Xilinx common stock and the number of shares of Xilinx common stock outstanding at such time. Based on the number of shares of AMD common stock and Xilinx common stock outstanding as of November 23, 2020,January 5, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the merger, former Xilinx stockholders are expected to own approximately 26%25.9% of the outstanding shares of AMD common stock and AMD stockholders immediately prior to the merger are expected to own approximately 74%74.1% of the outstanding shares of AMD common stock.

The AMD board of directors, after careful consideration, unanimously determined that the terms of the merger agreement and the merger are fair to and in the best interests of AMD and its stockholders, and approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance.

The AMD board of directors unanimously recommends that AMD stockholders vote “FOR” the AMD share issuance proposal.

Assuming a quorum is present at the AMD special meeting, approval of the AMD share issuance proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD share issuance proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD share issuance proposal to vote on the AMD share issuance proposal will have the same effect as a vote “AGAINST” the AMD share issuance proposal. However, assuming a quorum is present at the AMD special meeting, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD share issuance proposal, voting power will deemed to be withheld with respect to the AMD share issuance proposal and such failure to provide voting instructions will have no effect on the AMD share issuance proposal.

IF YOU ARE AN AMD STOCKHOLDER, THE AMD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMD SHARE ISSUANCE PROPOSAL

(AMD PROPOSAL 1)

AMD PROPOSAL 2: ADJOURNMENT OF THE AMD SPECIAL MEETING

The AMD special meeting may be adjourned to another time and place if necessary or appropriate to permit the solicitation of additional proxies if there are insufficient votes to approve the AMD share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to AMD stockholders.

AMD is asking AMD stockholders to authorize the holder of any proxy solicited by the AMD board of directors to vote in favor of any adjournment of the AMD special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the AMD share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to AMD stockholders.

The AMD board of directors unanimously recommends that AMD stockholders vote “FOR” the AMD adjournment proposal.

Whether or not a quorum is present at the AMD special meeting, approval of the AMD adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AMD common stock that are virtually present via the AMD special meeting website or represented by proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the AMD adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the AMD special meeting on the AMD adjournment proposal to vote on the AMD adjournment proposal will have the same effect as a vote “AGAINST” the AMD adjournment proposal. However, if an AMD stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the AMD adjournment proposal, voting power will deemed to be withheld with respect to the AMD adjournment proposal and such failure to provide voting instructions will have no effect on the AMD adjournment proposal.

IF YOU ARE AN AMD STOCKHOLDER, THE AMD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMD ADJOURNMENT PROPOSAL

(AMD PROPOSAL 2)

THE XILINX SPECIAL MEETING

This joint proxy statement/prospectus is being provided to Xilinx stockholders in connection with the solicitation of proxies by the Xilinx board of directors for use at the Xilinx special meeting and at any adjournments or postponements thereof. Xilinx stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the merger agreement and the transactions contemplated thereby.

Date, Time and Place of the Xilinx Special Meeting

The Xilinx special meeting is scheduled to be held virtually via live webcast on [●], 2021, beginning at [●], Eastern Time, unless postponed to a later date.

In light of ongoing developments related to the COVID-19 pandemic, Xilinx has elected to hold the Xilinx special meeting solely by means of remote communication via live webcast. Xilinx stockholders will be able to virtually attend and vote at the Xilinx special meeting by visiting https://viewproxy.com/Xilinx/2021, which is referred to as the “Xilinx special meeting website.” Xilinx stockholders must first register at the Xilinx special meeting website in order to obtain a unique meeting invitation by electronic mail. Xilinx stockholders may request access to the list of Xilinx stockholders entitled to vote at the Xilinx special meeting during the live webcast.

Xilinx has retained Alliance to host the live webcast of the Xilinx special meeting. On the day of the Xilinx special meeting, Alliance may be contacted at (866) 612-8937 (U.S.), (800) 574-6504 or (973) 547-3547 (international) or at virtualmeeting@viewproxy.com to answer any questions regarding how to virtually attend the Xilinx special meeting or if you encounter any technical difficulty accessing or during the Xilinx special meeting.

Matters to Be Considered at the Xilinx Special Meeting

The purpose of the Xilinx special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

Recommendation of the Xilinx Board of Directors

The Xilinx board of directors unanimously recommends that Xilinx stockholders vote:

After careful consideration, the Xilinx board of directors unanimously: (i) determined that the terms of the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Xilinx and its stockholders; (ii) declared advisable, approved and authorized in all respects the merger agreement, the performance of Xilinx of its obligations thereunder and the consummation of the transactions contemplated thereby, on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that Xilinx stockholders adopt the merger agreement. See “The Merger—Recommendation of the Xilinx Board of Directors; Xilinx’s Reasons for the Merger.”

Record Date for the Xilinx Special Meeting and Voting Rights

The record date to determine Xilinx stockholders who are entitled to receive notice of and to vote at the Xilinx special meeting or any adjournments or postponements thereof is December [●], 2020.2021. As of the close of business on the Xilinx record date, there were [●] shares of Xilinx common stock issued and outstanding and entitled to vote at the Xilinx special meeting.

Each Xilinx stockholder is entitled to one vote for each share of Xilinx common stock such holder owned of record at the close of business on the Xilinx record date with respect to each matter properly brought before the Xilinx special meeting. Only Xilinx stockholders of record at the close of business on the Xilinx record date are entitled to receive notice of and to vote at the Xilinx special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of Xilinx stockholders is necessary to conduct the Xilinx special meeting. The presence, virtually via the Xilinx special meeting website or by proxy, of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting will constitute a quorum. Shares of Xilinx common stock represented at the Xilinx special meeting by virtual attendance via the Xilinx special meeting website or by proxy and entitled to vote, but not voted, including shares for which a Xilinx stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Xilinx special meeting are considered “non-routine” matters under Nasdaq rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the Xilinx stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the Xilinx special meeting. If a quorum is not present, the Xilinx special meeting will be adjourned or postponed until the holders of the number of shares of Xilinx common stock required to constitute a quorum attend.

Under Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under Nasdaq rules are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the Xilinx special meeting are considered “non-routine” matters under Nasdaq rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the Xilinx special meeting. As a result, Xilinx does not expect any broker non-votes at the Xilinx special meeting and if you hold your shares of Xilinx common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Xilinx special meeting unless they have received voting instructions from the beneficial owners.

Required Votes

Except for the Xilinx adjournment proposal, the vote required to approve each of the proposals listed below assumes the presence of a quorum at the Xilinx special meeting. As described above, Xilinx does not expect there to be any broker non-votes at the Xilinx special meeting.

Vote of Xilinx Directors and Executive Officers

As of November 23, 2020,January 5, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, Xilinx directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Xilinx common stock. Although no Xilinx director or executive officer has entered into any agreement obligating them to do so, Xilinx currently expects that all Xilinx directors and executive officers will vote their shares “FOR” the Xilinx merger proposal, “FOR” the Xilinx compensation proposal and “FOR” the Xilinx adjournment proposal. See “Interests of Xilinx Directors and Executive Officers In The Merger” and the arrangements described in Xilinx’s Definitive Proxy Statement on Schedule 14A for Xilinx’s 2019 annual meeting of stockholders, filed with the SEC on June 19, 2020, which is incorporated by reference in this joint proxy statement/prospectus.

Methods of Voting

Registered Stockholders

If you are a Xilinx stockholder of record, you may vote at the Xilinx special meeting by proxy through the internet, by telephone or by mail, or by virtually attending and voting at the Xilinx special meeting via the Xilinx special meeting website, as described below.

Unless revoked, all duly executed proxies representing shares of Xilinx common stock entitled to vote at the Xilinx special meeting will be voted at the Xilinx special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, then the Xilinx officers identified on the proxy will vote your shares consistent with the recommendation of the Xilinx board of directors on such proposal. If you are a Xilinx stockholder of record, proxies submitted over the internet or by telephone as described above must be received by [●], Eastern Time, on [●], 2021. To reduce administrative costs and help the environment by conserving natural resources, Xilinx asks that you submit a proxy to vote your shares through the internet or by telephone.

By executing and delivering a proxy in connection with the Xilinx special meeting, you designate certain Xilinx officers identified therein as your proxies at the Xilinx special meeting. If you deliver an executed proxy, but do not specify a choice for any proposal properly brought before the Xilinx special meeting, such proxies will vote your shares of Xilinx common stock on such uninstructed proposal in accordance with the recommendation of the Xilinx board of directors. Xilinx does not expect that any matter other than the proposals listed above will be brought before the Xilinx special meeting, and the Xilinx bylaws provide that the only business that may be conducted at the Xilinx special meeting are those proposals brought before the Xilinx special meeting by or at the direction of the Xilinx board of directors.

Beneficial (Street Name) Stockholders

If you hold your shares of Xilinx common stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other

nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of Xilinx common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Xilinx special meeting. See “—Quorum; Abstentions and Broker Non-Votes.”

If you hold your shares of Xilinx common stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website. See “—Virtually Attending the Xilinx Special Meeting.”

Revocability of Proxies

Any Xilinx stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Xilinx special meeting. If you are a Xilinx stockholder of record, you may revoke your proxy by any of the following actions:

Only your last submitted proxy will be considered.

Execution or revocation of a proxy will not in any way affect a Xilinx stockholder’s right to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website.

Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

Xilinx, Inc.

Attn: Corporate Secretary

corporate.secretary@xilinx.com

2100 Logic Drive

San Jose, California 95124

(408) 559-7778

If your shares of Xilinx common stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Xilinx special meeting via the Xilinx special meeting website.

Proxy Solicitation Costs

Xilinx is soliciting proxies to provide an opportunity to all Xilinx stockholders to vote on agenda items, whether or not such Xilinx stockholders are able to virtually attend the Xilinx special meeting or any adjournment or

postponement thereof. Xilinx will bear the entire cost of soliciting proxies from Xilinx stockholders. In addition to the solicitation of proxies by mail, Xilinx will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Xilinx common stock and secure their voting instructions, if necessary. Xilinx may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

Xilinx has also retained Innisfree to assist in soliciting proxies and in communicating with Xilinx stockholders and estimates that it will pay them a fee of approximately $40,000, plus reimbursement for certain out-of-pocket fees and expenses. Xilinx also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Xilinx or Xilinx directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. Xilinx directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

Virtually Attending the Xilinx Special Meeting

If you wish to virtually attend the Xilinx special meeting via the Xilinx special meeting website, you must (i) be a Xilinx stockholder of record at the close of business on December [●], 20202021 (the Xilinx record date), (ii) hold your shares of Xilinx common stock beneficially in the name of a broker, bank or other nominee as of the Xilinx record date or (iii) hold a valid proxy for the Xilinx special meeting.

To enter the Xilinx special meeting website and virtually attend the Xilinx special meeting, you must first register at the Xilinx special meeting website to obtain a unique meeting invitation by email. If you hold your shares of Xilinx common stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website, you must provide a legal proxy from your bank, broker or other nominee during registration to obtain a virtual control number. If you are unable to obtain a legal proxy from your bank, broker or other nominee, you will be able to register to attend the Xilinx special meeting, but may not vote your shares at the Xilinx special meeting.

If you plan to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website, Xilinx still encourages you to vote in advance by the internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the Xilinx special meeting via the Xilinx special meeting website. Voting your proxy by the internet, telephone or mail will not limit your right to virtually attend and vote at the Xilinx special meeting via the Xilinx special meeting website if you later decide to do so.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Xilinx has previously adopted householding for Xilinx stockholders of record. As a result, Xilinx stockholders with the same address and last name may receive only one copy of this joint proxy statement /prospectus. Registered Xilinx stockholders (those who hold shares of Xilinx common stock directly in their name with Xilinx’s transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to Xilinx at the address below.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple Xilinx stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or

if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

Xilinx will promptly deliver a copy of this joint proxy statement/prospectus to any Xilinx stockholder who received only one copy of these materials due to householding upon request in writing to: Xilinx, Inc., Attn: Investor Relations, ir@xilinx.com, 2100 Logic Drive, San Jose, California 95124 or by calling (408) 626-4293.

Tabulation of Votes

The Xilinx board of directors will appoint an independent inspector of election for the Xilinx special meeting. The inspector of election will, among other matters, determine the number of shares of Xilinx common stock represented at the Xilinx special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Xilinx stockholders at the Xilinx special meeting.

Adjournments

If a quorum is present at the Xilinx special meeting but there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal, then Xilinx stockholders may be asked to vote on the Xilinx adjournment proposal.

At any subsequent reconvening of the Xilinx special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Xilinx special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card, or if you have questions regarding the Xilinx special meeting, please contact Innisfree, Xilinx’s proxy solicitor for the Xilinx special meeting, at:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

(877) 717-3923

Banks and Brokers: (212) 750-5833

XILINX STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, XILINX STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

XILINX PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This joint proxy statement/prospectus is being furnished to you as a Xilinx stockholder in connection with the solicitation of proxies by the Xilinx board of directors for use at the Xilinx special meeting. At the Xilinx special meeting, Xilinx is asking Xilinx stockholders to consider and vote upon a proposal to adopt the merger agreement, pursuant to which Merger Sub will merge with and into Xilinx, with Xilinx being the surviving corporation in the merger and becoming a wholly owned subsidiary of AMD. Upon completion of the merger, Xilinx stockholders will be entitled to receive 1.7234 shares of AMD common stock for each share of Xilinx common stock held immediately prior to the effective time of the merger (together with cash in lieu of any fractional shares of AMD common stock).

The Xilinx board of directors, after careful consideration, unanimously determined that the merger is fair to and in the best interests of Xilinx and its stockholders, and approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger.

The Xilinx board of directors accordingly unanimously recommends that Xilinx stockholders vote “FOR” the Xilinx merger proposal.

The merger and a summary of the terms of the merger agreement are described in more detail under “The Merger” and “The Merger Agreement,” and Xilinx stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A hereto.

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock entitled to vote at the Xilinx special meeting on the Xilinx merger proposal. Accordingly, an abstention or other failure to vote on the Xilinx merger proposal will have the same effect as a vote “AGAINST” the Xilinx merger proposal.

It is a condition to the completion of the merger that Xilinx stockholders approve the Xilinx merger proposal.

IF YOU ARE A XILINX STOCKHOLDER, THE XILINX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE XILINX MERGER PROPOSAL

(XILINX PROPOSAL 1)

XILINX PROPOSAL 2: ADVISORY NON-BINDING VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Xilinx is required to submit to a non-binding advisory stockholder vote certain compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the merger as disclosed under “Interests of Xilinx Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Xilinx Named Executive Officers—Golden Parachute Compensation.” The Xilinx compensation proposal gives Xilinx stockholders the opportunity to express their views on the merger-related compensation of Xilinx named executive officers.

Accordingly, Xilinx is asking Xilinx stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Xilinx named executive officers that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “Interests of Xilinx Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Xilinx Named Executive Officers—Golden Parachute Compensation,” including the associated narrative discussion and the agreements, plans, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on the Xilinx compensation proposal is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, if you are a Xilinx stockholder, you may vote to approve the Xilinx merger proposal and vote not to approve the Xilinx compensation proposal, and vice versa. The vote on the Xilinx compensation proposal is advisory and non-binding. As a result, if the merger is completed, the merger-related compensation may be paid to Xilinx named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Xilinx stockholders do not approve the Xilinx compensation proposal.

The Xilinx board of directors unanimously recommends that Xilinx stockholders vote “FOR” the Xilinx compensation proposal.

Assuming a quorum is present at the Xilinx special meeting, approval of the Xilinx compensation proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, assuming a quorum is present at the Xilinx special meeting, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx compensation proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting on the Xilinx compensation proposal to vote on the Xilinx compensation proposal will have the same effect as a vote “AGAINST” the Xilinx compensation proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx compensation proposal, it will have the same effect as a vote “AGAINST” the Xilinx compensation proposal.

IF YOU ARE A XILINX STOCKHOLDER, THE XILINX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE XILINX COMPENSATION PROPOSAL

(XILINX PROPOSAL 2)

XILINX PROPOSAL 3: ADJOURNMENT OF THE XILINX SPECIAL MEETING

The Xilinx special meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the Xilinx merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Xilinx stockholders.

Xilinx is asking Xilinx stockholders to authorize the holder of any proxy solicited by the Xilinx board of directors to vote in favor of any adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Xilinx merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Xilinx stockholders.

The Xilinx board of directors unanimously recommends that Xilinx stockholders approve the proposal to adjourn the Xilinx special meeting, if necessary or appropriate.

Whether or not a quorum is present at the Xilinx special meeting, approval of the Xilinx adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Xilinx common stock that are virtually present via the Xilinx special meeting website or represented by proxy and entitled to vote at the Xilinx special meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Xilinx adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Xilinx special meeting on the Xilinx adjournment proposal to vote on the Xilinx adjournment proposal will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal. In addition, if a Xilinx stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Xilinx adjournment proposal, it will have the same effect as a vote “AGAINST” the Xilinx adjournment proposal.

IF YOU ARE A XILINX STOCKHOLDER, THE XILINX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE XILINX ADJOURNMENT PROPOSAL

(XILINX PROPOSAL 3)

THE MERGER

The following is a description of material aspects of the merger. While AMD and Xilinx believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire joint proxy statement/prospectus, including the text of the merger agreement attached as Annex A hereto, for a more complete understanding of the merger. In addition, important business and financial information about each of AMD and Xilinx is contained or incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

General

AMD, Merger Sub and Xilinx have entered into the merger agreement, which provides for the merger of Merger Sub with and into Xilinx. As a result of the merger, the separate existence of Merger Sub will cease and Xilinx will continue its existence under the DGCL as the surviving corporation and as a wholly owned subsidiary of AMD. The surviving corporation will be named “Xilinx, Inc.”

Merger Consideration

At the effective time, each share of Xilinx common stock (other than shares held in treasury by Xilinx or held directly by AMD or Merger Sub (which shares will be cancelled)) that was issued and outstanding immediately prior to the effective time will be converted into the right to receive 1.7234 shares of AMD common stock as well as cash (without interest and less any applicable withholding taxes) in lieu of any fractional shares of AMD common stock.

The exchange ratio is fixed, which means that it will not change between now and the date of the merger, regardless of whether the market price of AMD or Xilinx common stock changes. Therefore, the value of the merger consideration will depend on the market price of AMD common stock at the effective time. The market price of AMD common stock has fluctuated since the date of the announcement of the merger agreement and is expected to continue to fluctuate from the date of this joint proxy statement/prospectus to the dates of the respective AMD and Xilinx special meetings, through the date the merger is completed and thereafter. The market price of AMD common stock, when received by Xilinx stockholders in connection with the merger, could be greater than, less than or the same as the market price of AMD common stock on the date of this joint proxy statement/prospectus or at the time of the Xilinx special meeting. Accordingly, you should obtain current market quotations for AMD and Xilinx common stock before deciding how to vote on any of the proposals described in this joint proxy statement/prospectus. AMD common stock is traded on Nasdaq under the symbol “AMD” and Xilinx common stock is traded on Nasdaq under the symbol “XLNX.”

Background of the Merger

Each of AMD’s and Xilinx’s board of directors and senior management team regularly reviews their respective company’s performance, future growth prospects and overall strategic direction and considers potential opportunities to strengthen their respective businesses and enhance stockholder value. These reviews have included consideration of whether the continued execution of each company’s strategy or possible strategic opportunities, joint ventures or combination with third parties offered the best avenue to maximize stockholder value.

From time to time over the past few years, AMD and Xilinx have had informal discussions regarding potential strategic partnerships, collaborations and a potential combination between the two companies. In connection with Xilinx’s approach to AMD about a potential business combination of the two companies, on August 13, 2018, AMD and Xilinx signed a mutual non-disclosure agreement. Shortly thereafter, the parties’ management teams presented overviews of their respective businesses in order to assess support for the strategic logic of a

combination, but due to deal structuring and timing issues, these discussions were put on hold. While Dr. Lisa Su, President and Chief Executive Officer of AMD and Victor Peng, President and Chief Executive Officer of Xilinx, stayed in touch over time, no proposals (binding or non-binding) were exchanged between the parties until 2020. The Xilinx board of directors (the “Xilinx Board”) understood that Mr. Peng would be meeting with Dr. Su, and potentially representatives of other potential counterparties, from time to time and directed that Mr. Peng report to the Xilinx Board if these discussions solidified at a suitable time for Xilinx to consider engaging in a business combination with AMD or another potential counterparty.

On August 19, 2019, Mr. Peng and Dr. Su had a meeting to discuss a potential business combination between Xilinx and AMD. On October 8, 2019, Mr. Peng and Dr. Su met and continued their discussions of a potential business combination between the parties. During these discussions, Dr. Su and Mr. Peng discussed a variety of matters, including semiconductor market dynamics, the rationale for AMD acquiring Xilinx and the importance of retaining key personnel in any proposed combination. Dr. Su communicated that Mr. Peng’s leadership in the combined company would be important for the success of the combination to provide continuity for the Xilinx business. Dr. Su noted that she envisioned that Mr. Peng would be a close partner with her in the combined company, and they discussed, without any commitment or specific proposal on roles, that Mr. Peng would be well-positioned from a leadership standpoint in the combined company should a combination occur. Mr. Peng noted that this was not the right time for Xilinx to engage in discussions on a combination with AMD but that because the strategic rationale for combining the companies was compelling, it made sense to continue to stay in contact.

On November 19, 2019, the AMD board of directors (the “AMD Board”) held a meeting with members of senior management and representatives of DBO Partners LLC (“DBO”), who had previously discussed strategic alternatives with the AMD Board, in attendance. The AMD Board discussed with its advisors and senior management potential strategic transactions that AMD may want to consider, including a potential transaction between AMD and Xilinx.

On December 8, 2019, the AMD Board held a meeting with members of senior management and representatives of DBO attending. Each of Dr. Su and DBO provided the AMD Board with an analysis of a potential strategic transaction with Xilinx. The AMD Board discussed possible strategies for approaching Xilinx regarding a potential strategic transaction and authorized Dr. Su to approach Mr. Peng with a non-binding proposal.

On December 9, 2019, Mr. Peng and Dr. Su met, and Dr. Su conveyed to Mr. Peng that AMD was prepared to make a non-binding proposal to acquire Xilinx. Mr. Peng reiterated that this was not the right time for Xilinx to engage in discussions on a combination with AMD but that he would discuss it with Dennis Segers, Chairman of the Xilinx Board. Mr. Peng and Dr. Su agreed to meet again after the New Year.

On December 10, 2019, Mr. Peng and the Chief Executive Officer of another semiconductor company (“Company A”) were both participants in a broader, pre-scheduled meeting, following which the Chief Executive Officer of Company A asked to speak with Mr. Peng separately. At the meeting, the Chief Executive Officer of Company A conveyed Company A’s interest in exploring a potential business combination with Xilinx. Mr. Peng responded that the timing was difficult at this time and suggested speaking again after the holidays.

On December 20, 2019, the AMD Board held a meeting with members of senior management attending. Dr. Su provided an update to the AMD Board on her discussions with Mr. Peng regarding an acquisition of Xilinx by AMD. She noted that they arranged to meet again on January 2, 2020 to discuss the rationale for a strategic transaction in more detail.

On January 2, 2020, Mr. Peng and Dr. Su met to further discuss a potential acquisition of Xilinx by AMD, and, to that end, Dr. Su made a presentation to Mr. Peng summarizing at a high level AMD’s business, product roadmaps and financial overview as well as potential synergies and benefits that could be achieved through a combination with Xilinx, without proposing a price or other terms. Mr. Peng noted that the timing remained challenging, particularly given the transaction consideration would likely be all-stock or stock-rich and recent fluctuations in each party’s respective stock price, but he agreed to consider the concept in consultation with the Xilinx Board.

On January 16, 2020, Mr. Peng communicated to Dr. Su that the Xilinx Board had been updated on the discussions between Mr. Peng and Dr. Su and that the Xilinx Board was continuing to consider whether to engage in a potential transaction with AMD. Mr. Peng noted the Xilinx Board had several concerns, including with respect to the fluctuations of both companies’ stock prices in a stock-rich transaction and that AMD would need to make a compelling offer to address these risks and provide adequate downside protection to Xilinx stockholders. Dr. Su stated that she was aiming to provide a non-binding indication of interest to Xilinx in the second half of February.

On January 23, 2020, at the Chief Executive Officer of Company A’s request, Mr. Peng met with the Chief Executive Officer of Company A, who made a presentation to Mr. Peng summarizing at a high level Company A’s business and perspectives on a potential combination with Xilinx. Mr. Peng noted that the timing was difficult from a business perspective to consider combining the two companies’ businesses. The Chief Executive Officer of Company A agreed to follow up sometime in the future, with no specific timeframe for reconnecting.

On February 11 and 12, 2020, the AMD Board held a meeting with members of senior management and representatives of DBO and Credit Suisse Securities (USA) LLC (“Credit Suisse”) attending. Dr. Su discussed the timing of an offer and Mr. Peng’s potential role after the proposed transaction. Representatives of DBO and Credit Suisse provided a review of Xilinx’s earnings, stock price performance, and preliminary analysis. The AMD Board approved submission of a non-binding proposal related to an acquisition of Xilinx by AMD.

On February 14, 2020, AMD formally retained DBO as a financial advisor to AMD as it related to the contemplated transaction between AMD and Xilinx. After considering multiple banks of high quality and reputation who were unlikely to have conflicts with respect to a transaction between AMD and Xilinx as potential financial advisors to the AMD Board, and after discussing each bank’s experience, expertise and qualifications, the AMD Board selected DBO on the basis of its qualifications, expertise and reputation, its knowledge and understanding of AMD’s business, industry and affairs, and the absence of any conflicts with respect to Xilinx.

On February 16, 2020, Mr. Peng and Dr. Su had a telephone call, during which Dr. Su conveyed that the AMD Board had authorized a non-binding proposal, and that she would be seeking a response by March 2, 2020. Later on February 16, 2020, Dr. Su delivered to Mr. Peng a non-binding proposal to acquire Xilinx at a price of $115.00 per share of Xilinx common stock, comprised of $15.00 per share in cash and $100.00 per share in shares of AMD common stock.

On February 20, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), Xilinx’s outside legal advisor, attending. At the meeting, Mr. Peng reported on AMD’s February 16 proposal. Also at this meeting, representatives of Morgan Stanley & Co. LLC (“Morgan Stanley”), who had provided strategic financial advice to Xilinx on other occasions, were invited to present to the Xilinx Board. Representatives of Morgan Stanley reviewed certain financial aspects of Xilinx. The Xilinx Board discussed the current prospects of Xilinx on a standalone basis, including potential upside opportunities to create value for Xilinx stockholders as well as potential headwinds over the near to medium term. The Xilinx Board determined that, although they saw the potential strategic logic behind a combination with AMD, the February 16 proposal was not at a sufficient valuation level to warrant a counterproposal or price guidance to AMD at this time. The Xilinx Board considered how best to respond by AMD’s requested deadline of March 2, 2020. In addition, Mr. Peng provided an update to the Xilinx Board on Mr. Peng’s recent meetings with the Chief Executive Officer of Company A. After discussions, the Xilinx Board determined that certain recent activity at Company A would render a transaction of the size necessary for a combination with Xilinx challenging from a business execution perspective and directed that Mr. Peng deliver this message to Company A. At this meeting, and at nearly every subsequent meeting of the Xilinx Board leading up to the public announcement of the merger, the Xilinx Board met in executive session with only independent directors and representatives of Skadden present.

On February 28, 2020, the Xilinx Board held another meeting, at which they further discussed a potential transaction with AMD. A representative of Skadden discussed the directors’ fiduciary duties in the context of

considering a strategic transaction and various considerations that should be part of the Xilinx Board’s decision-making process. Also at this meeting, representatives of Morgan Stanley discussed its preliminary views on certain financial aspects of AMD. After discussions, the Xilinx Board reiterated its previous consensus view that

reconnect in the fall if the market environment, in light of COVID-19 and other factors, and Company A’s business, were more settled.

Mr. Peng in written formwriting after the call. Mr. Peng informed Mr. Segers of the proposal from Company A, and Mr. Segers informed the Xilinx Board.

On August 3, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley and Skadden attending. Mr. Peng reported on Company A’s July 13 proposal. Representatives of Morgan Stanley also reviewed certain historical information with respect to Xilinx’s financial performance, as well as preliminary financial analyses with respect to a potential transaction involving Company A or AMD. The

management to continue discussions with Morgan Stanley around potentially engaging them in connection with Xilinx’s review of potential strategic transactions. In addition, Mr. Segers reported that he had received outreach from the Chairperson of the board of directors of Company A, who wanted to speak with him. The Xilinx Board determined that Mr. Segers should speak with the Chairperson of the Board of Company A within the next week and, consistent with the message that Mr. Peng had already conveyed to the Chief Executive Officer of Company A on August 8, 2020, reiterate the Xilinx Board’s view that Company A’s July 13 proposal significantly undervalued Xilinx and was not sufficient to warrant a counterproposal or further discussion at this time.

On August 29, 2020, a representative of Xilinx management reached out to BofA Securities to discuss potentially engaging BofA Securities as a second financial advisor to Xilinx in connection with Xilinx’s review of potential strategic transactions.

On August 30, 2020, Dr. Su contacted Mr. Peng by telephone to communicate that AMD would be able to provide a management presentation to Xilinx on September 7, 2020, which would enable Xilinx management to provide an update to the Xilinx Board during their meeting. Dr. Su also offered to speak with the Xilinx Board during their meeting, and Mr. Peng agreed it would be good for her to speak directly to the Xilinx Board about AMD’s business and her point of view on the potential combination.

respect to AMD. The Xilinx Board also instructed Mr. Peng not to discuss his own potential compensation as part of the combined company with representatives of AMD unless and until the Xilinx Board consents to such discussion, and Mr. Peng confirmed there had been no such discussions to date and accepted the Xilinx Board’s instruction. After discussions, including as to the information provided at the September 10, 2020 meeting, the Xilinx Board authorized Mr. Peng to propose to AMD an all-stock transaction valued at $145.00 per share of Xilinx common stock, with some form of downside protection against the fluctuations of AMD’s stock but also an ability to participate in the upside, as well as proportionate representation on the post-closing AMD Board.

On September 13, 2020, Mr. Peng spoke to Dr. Su by video call and conveyed Xilinx’s non-binding counterproposal as authorized by the Xilinx Board. Mr. Peng noted that for the downside protection element, the Xilinx Board was open-minded between a downside collar (i.e., setting a minimum value for the exchange ratio) and a cash/stock election (i.e., Xilinx stockholders could decide closer to closing if they wanted to receive cash, up to a specified, capped amount, or stock, based on AMD’s then-current stock price). Mr. Peng also conveyed the Xilinx Board’s request for proportionate representation on the post-closing AMD Board.

On September 14, 2020, at the direction of AMD and Xilinx, as applicable, representatives of Morgan Stanley, BofA Securities, DBO and Credit Suisse had a telephone call to discuss pricing mechanisms that could theoretically be used in a potential transaction between the parties.

On September 20, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities and Skadden attending. Mr. Peng reported on AMD’s September 19 proposal. Representatives of Morgan Stanley provided the Xilinx Board with certain preliminary financial analyses. After discussions, the Xilinx Board determined that, based on the feedback received from the AMD Board, it seemed highly unlikely that the AMD Board would support any transaction that included downside protection at the time of announcement and, in view of AMD’s perspective, the Xilinx Board should, in the negotiations, focus instead on maximizing value for Xilinx stockholders rather than downside protection. On that basis, the Xilinx Board determined that the appropriate counterproposal on price would be that if AMD’s price per share, based on a 10-day unaffected VWAP ending on the last business day before signing a definitive agreement (the “AMD announcement price”), were $70.00 or lower, the “Xilinx transaction price” would be $140.00 per share; if the AMD announcement price were $80.00 or higher, the Xilinx transaction price would be $145.00; and if the AMD announcement price were between $70.00 and 80.00, the Xilinx transaction price would be linearly interpolated between $140.00 and $145.00, with the exchange ratio to be calculated by dividing the Xilinx transaction price by the AMD announcement price. The Xilinx Board also directed Mr. Peng to request three seats for Xilinx directors on the post-closing company board in order to be more proportionate to Xilinx stockholders’ implied pro forma ownership. In the event that AMD continued to reject Xilinx’s structured proposals on price, the Xilinx Board also gave Mr. Peng guidance on the price threshold at which they would be

and, if approved by the AMD Board, that this proposal as adjusted would be AMD’s “best and final” proposal (the “Final AMD Proposal”).

On September 22, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities and Skadden attending. Mr. Peng reported on the Final AMD Proposal and the latest discussions with Dr. Su around both price and board representation. After discussions, the Xilinx Board unanimously agreed to the economic terms of the Final AMD Proposal, subject to satisfactory completion of due diligence and negotiation of a mutually acceptable definitive agreement, but also requested that Mr. Peng convey to Dr. Su that, while they would not terminate discussions over the issue of two versus three seats for Xilinx directors on the post-closing AMD Board, the Xilinx Board would appreciate consideration of a third seat, both for proportionate representation from a pro forma ownership perspective and also to ensure sufficient understanding of the Xilinx business on the post-closing AMD Board.

Later on September 22, 2020, Mr. Peng contacted Dr. Su by telephone to convey the message as directed by the Xilinx Board. Dr. Su responded that she would discuss with the AMD Board and respond the following day.

On September 23, 2020, the AMD Transaction Committee met, with Dr. Su and members of senior management present, and approved Xilinx’s September 22 counterproposal.

Also on September 27, 2020, AMD and Xilinx executed the NDA amendment, and the joint defense agreement and clean team agreement were executed on September 29, 2020 and September 30, 2020, respectively. The parties engaged in mutual due diligence in earnest, particularly over the weeks of September 27, October 4, and October 11, 2020, with a number of videoconference meetings and telephone calls attended by members of Xilinx senior management, representatives of Xilinx’s outside advisors, members of AMD senior management and representatives of AMD’s outside advisors, as applicable, on various business, financial, tax, accounting and legal matters.

On October 1, 2020, Mr. Peng and Dr. Su spoke by video call to discuss the status and progress of the mutual due diligence workstreams.

On October 2, 2020, the independent directors of the Xilinx Board held a meeting, with representatives of Skadden attending. Mr. Segers provided an update on the negotiations and due diligence process with AMD to date. Mr. Segers also reported on his recent discussion with Dr. Su about the post-closing AMD Board representation, and noted that he was scheduled to speak with Mr. Caldwell later that day to further discuss. Representatives of Skadden discussed a number of anticipated potential issues in the merger agreement, including with respect to deal certainty, and potential responses.

On October 8, 2020, the Wall Street Journal published an article reporting on a potential combination of AMD and Xilinx.

On October 9, 2020, representatives of Skadden delivered a revised draft of the merger agreement to representatives of Latham. The draft included the following key terms: (i) a requirement that AMD use reasonable best efforts to obtain antitrust approvals, and an obligation for AMD to agree to any divestures or limitations on its post-closing business except to the extent such actions would result in a material adverse effect on AMD or Xilinx; (ii) a fiduciary termination fee payable by Xilinx to AMD equal to 3.25% of Xilinx’s equity value in the event of a termination of the merger agreement following a change in recommendation by the Xilinx Board; (iii) a fiduciary termination fee payable by AMD to Xilinx equal to 1.625% of AMD’s equity value in the event of a termination of the merger agreement following a change in recommendation by the AMD Board; and (iv) a reinsertion of the termination fees payable by AMD to Xilinx in the event of a failure to obtain the approval of AMD stockholders (equal to 0.5% of AMD’s equity value) or necessary antitrust approvals (equal to $2.5 billion).

Also on October 9, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities and Skadden attending, for the purpose of providing an update to the Xilinx Board on the status of the potential transaction with AMD. Members of senior management reported on Xilinx’s due diligence findings to date. Representatives of Morgan Stanley then provided an update on the proposed timeline for the transaction. Representatives of Skadden also provided a summary of certain key proposed terms of the draft merger agreement and discussed the open issues and responses with the Xilinx Board.

On October 14, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities, Skadden and Xilinx’s financial and tax due diligence advisor, attending, in which representatives of Xilinx’s financial and tax due diligence advisor and Skadden reported to the Xilinx Board on certain due diligence findings.

Also on October 14, 2020, representatives of Skadden delivered a revised merger agreement to representatives of Latham, which draft included (i) Xilinx’s prior proposal regarding the efforts required of AMD to obtain necessary antitrust approvals, (ii) a fiduciary termination fee payable by Xilinx to AMD equal to $1 billion, (iii) a fiduciary termination fee payable by AMD to Xilinx equal to 1.625% of AMD’s equity value and (iv) a regulatory termination fee equal to $1 billion.

On October 15, 2020, representatives of Skadden and Latham discussed certain open issues in the merger agreement.

On October 16, 2020, the AMD Board held a meeting, with members of senior management and representatives of DBO, Credit Suisse and Latham attending. Dr. Su provided the AMD Board with an update on timing of the proposed transaction. A representative of Latham again reviewed with the AMD Board the directors’ fiduciary duties in the context of considering a potential transaction with Xilinx and provided an update regarding key

their respective financial analyses with the AMD Board. A representative of Latham again discussed with the AMD Board the directors’ fiduciary duties in the context of considering a potential transaction with Xilinx and reviewed the outstanding matters in the merger agreement and summary of the relationships of DBO and Credit Suisse with Xilinx and AMD. Dr. Su reviewed the outstanding matters between AMD and Xilinx.

On October 24, 2020, the Xilinx Board held a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities, Skadden and Xilinx’s financial and tax due diligence advisor attending. Representatives of each of Morgan Stanley and BofA Securities reviewed with the Xilinx Board their respective preliminary financial analyses with respect to the exchange ratio. Representatives of Skadden and Xilinx’s financial and tax due diligence advisor provided an update to the Xilinx Board on certain due diligence findings, and representatives of Skadden then reviewed the key terms of the merger agreement.

Also on October 24, 2020, Mr. Peng, Dr. Su and representatives of Skadden and Latham discussed certain open due diligence matters.

Later on October 24, 2020, representatives of Skadden delivered a revised merger agreement to representatives of Latham, which draft included, among other changes, (i) compromise language on the efforts required of AMD to obtain antitrust approvals, where AMD would only be required to make divestitures or accept restrictions on its

Board meeting on October 24, 2020, Morgan Stanley and BofA Securities each delivered to the Xilinx Board an oral opinion, each of which was subsequently confirmed by delivery of a written opinion dated October 26, 2020, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken as set forth in the respective written opinions, in the case of the opinion delivered by Morgan Stanley, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to holders of Xilinx common stock (other than holders of the Excluded Shares), and, in the case of the opinion delivered by BofA Securities, the exchange ratio provided for in the merger agreement was fair, from a financial point of view, to holders of Xilinx common stock, as more fully described below under “—Opinion of Xilinx’s Financial Advisors—Opinion of Morgan Stanley” and “—Opinion of Xilinx’s Financial Advisors—Opinion of BofA Securities,” respectively. After discussions, including as to the matters described below under “—Recommendation of the Xilinx Board of Directors; Xilinx’s Reasons for the Merger,” the Xilinx Board unanimously: (i) determined that the terms of the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Xilinx and its stockholders; (ii) declared advisable, approved and authorized in all respects the merger agreement, the performance of Xilinx of its obligations thereunder and the consummation of the transactions contemplated thereby, on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that Xilinx stockholders adopt the merger agreement.

and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the AMD board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing description of AMD’s consideration of the factors supporting the merger is forward-looking in nature. This information should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of the Xilinx Board of Directors; Xilinx’s Reasons for the Merger

At a meeting held on October 26, 2020, the Xilinx board of directors unanimously: (i) determined that the terms of the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Xilinx and its stockholders; (ii) declared advisable, approved and authorized in all respects the merger agreement, the performance of Xilinx of its obligations thereunder and the consummation of the transactions contemplated thereby, on the terms and subject to the conditions set forth in the merger agreement; and (iii) recommended that Xilinx stockholders adopt the merger agreement.

In the course of its evaluation of the merger agreement and the merger, the Xilinx board of directors also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

merger agreement and the consummation of the transactions contemplated thereby, including the merger, in light of the various factors described above and other factors that the Xilinx board of directors believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Xilinx board of directors considered in connection with its evaluation of the merger, the Xilinx board of directors did not find it useful to, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Xilinx board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Xilinx board of directors in approving the merger agreement is forward-looking in nature. This information should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

compared to any alternative transaction or opportunity that might be available to AMD, nor does it address the underlying business decision by AMD to engage in the merger or the terms of the merger agreement or the documents referred to therein. DBO’s opinion does not constitute a recommendation as to how any AMD stockholder or any other person should vote on or act with respect to the merger or any matter related thereto.

DBO’s opinion addresses only the fairness, from a financial point of view, to AMD, as of October 26, 2020, of the exchange ratio set forth in the merger agreement. DBO did not express any view on, and DBO’s opinion does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger. DBO expressed no opinion with respect to the fairness of the amount or nature of the compensation to any Xilinx officer, director or employee, or any class of such persons, in each case in their capacity as such. Furthermore, DBO was not asked to address, and its opinion does not address, the fairness to, or any other consideration to be paid to, the holders of any class of securities, creditors or other constituencies of AMD or Xilinx. DBO did not make any independent valuation or appraisal of the assets or liabilities, nor did DBO receive any such valuation or appraisals, of AMD or Xilinx. DBO’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to DBO, as of October 26, 2020. Events occurring after October 26, 2020 may affect DBO’s opinion and the assumptions used in preparing it, and DBO expressly disclaimed any obligation to update, revise or reaffirm its opinion or advise any person of any in any fact or matter affecting its opinion of which DBO becomes aware after such date.

Stand-Alone Xilinx Financial Analysis

Selected Comparable Public Company Analysis

DBO reviewed and compared certain financial information, ratios and multiples for Xilinx to corresponding financial information, ratios and multiples for publicly traded companies in the processors and networking, analog and communications sectors that DBO deemed comparable, based on its experience and professional judgment, to Xilinx, which selected publicly traded companies are referred to as the “selected comparable companies.” The selected comparable companies consisted of:

ratios on an NTM basis over historical periods of the last-twelve-months, last two years and last three years, which are referred to as “LTM,” “L2Y” and “L3Y,” respectively.

Based on its experience and professional judgment, for purposes of its analysis DBO selected a 2021E AV/EBITDA multiple reference range of 22.5x to 27.5x and 2021E P/E multiple reference range of 25.0x to 35.0x. In

While none of the companies that participated in the Selected Transactions-Large Semiconductor Acquisitions is directly comparable to AMD or Xilinx, the companies that participated in the Selected Transactions-Large Semiconductor Acquisitions are companies with operations that, for the purposes of analysis, may be considered similar to certain of AMD’s or Xilinx’s results, market size and product profile.

(AV/NTM EBITDA) multiples and price to next-twelve-months earnings per share (NTM P/E) multiples by comparing the transaction value and transaction value per share to the target company’s next-twelve-months EBITDA and next-twelve-months earnings per share, respectively, at the time of announcement. The low, 25th percentile, median, mean, 75th percentile and high aggregate value to the AV/NTM EBITDA multiples and NTM P/E multiples observed for the Selected Transactions-Large Semiconductor Acquisitions were as follows:

adjusted Xilinx projections for Q4 2020 and the years from 2021 through 2024 and terminal value at the end of that period based on an exit multiple range of 25.0x to 32.5x applied to Xilinx’s estimated next-twelve-months earnings per share as of the end of that period reflected in the AMD adjusted Xilinx projections and adjusted for the net impact of interest. For purposes of this analysis, stock-based compensation was treated as a cash expense. DBO derived the exit multiples based on certain comparable public companies and historical trading multiples, determined by DBO, based on its experience in the industry and judgment as a financial advisor. The unlevered free cash flows and terminal values were then discounted to present value using discount rates ranging from 7.5% to 9.5%. This range of discount rates was determined based on DBO’s analysis of Xilinx’s weighted average cost of capital. Based on its analysis, DBO calculated a range of implied values per share of Xilinx common stock, rounded to the nearest whole dollar, of $128 to $173 per share.