Advanced Micro Devices, Inc. (AMD) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. We're glad you could join us for AMD's Special Meeting of Stockholders. I am Harry Wolin, Senior Vice President, General Counsel, and Corporate Secretary, and I have been authorized by AMD's Board of Directors to chair today's stockholders meeting. Due to travel restrictions and precautions taken to combat the spread of COVID-19, we are holding this meeting online only. We want to make our meeting as accessible as possible to all stockholders, and we are pleased to provide you the opportunity to vote and ask questions online. I would like to point out that management may be making forward-looking statements about the company's current plans and expectations. Actual results may differ materially from plans and expectations. So I encourage you to review AMD's SEC filings, where we discuss the risks inherent to our business. You will find detailed discussions in both the joint proxy statement for today's meeting and in our annual report on Form 10-K for the year ended December 26, 2020. At this time, I would like to introduce AMD Director, President and Chief Executive Officer, Dr. Lisa Su.

Thank you, Harry, and good morning, everyone. AMD has been successfully executing our long-term growth strategy to establish AMD as the industry's high-performance computing leader. Our acquisition of Xilinx marks the next leg in our journey to make AMD the strategic partner of choice for the largest and most important technology companies in the world. This is a truly compelling combination that we believe will create significant value for stakeholders, who will benefit from the expected future growth and upside potential of the combined company. The Xilinx team is one of the strongest in the industry, and we look forward to welcoming them to the AMD family. By combining world-class engineering teams and deep domain expertise, we are creating an industry leader with the vision, talent and scale to build leadership products and solutions across a broad set of growing markets. With that, I will ask Harry to call the meeting to order.

Thank you, Lisa. At this point, the meeting is now called to order. It is 9:34 a.m. Pacific time. The polls are open, and you may vote at any time during the meeting until the polls close. As set forth in the Notice of the Meeting dated March 5, 2021, the official business to be conducted is as follows: first, to approve the issuance of shares of AMD common stock to the stockholders of Xilinx, Inc. in connection with the merger contemplated by the merger agreement dated October 26, 2020, among AMD, Xilinx and Thrones Merger Sub; second, to approve the adjournment of today's meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at today's meeting to approve the first merger-related proposal. No other matters will be considered. Following the formal business of the meeting, the meeting will be concluded and a stockholder question-and-answer session will follow. Only stockholders may ask questions, which must be submitted in the designated field on the web portal. If you encounter any difficulty submitting questions during the meeting, please refer to the joint proxy statement for information on how to reach our support team. I've been authorized by the Board of Directors to appoint Ms. Kris Veaco of Broadridge as inspector of elections for this meeting. Ms. Veaco will determine the number of shares represented at this meeting, the validity of proxies, the existence of a quorum and the number of votes on all matters voted upon at this meeting. The Board of Directors fixed the close of business on February 10 as the record date for the determination of stockholders entitled to notice of this meeting and entitled to vote at this meeting. I have a list of stockholders of the company from Computershare, our transfer agent, showing 1,211,803,431 shares outstanding on the record date and entitled to vote at this meeting. This list has been available at our headquarters in Santa Clara, California for the last 10 days and is available online for inspection by any stockholder. I also have an affidavit certifying that proxy materials for this meeting were first mailed on March 5, 2021, to all stockholders of record on February 10, 2021. I declare that legal notice of the meeting has been duly given. The affidavit is made available for inspection by any stockholder who may wish to see it after the meeting. Immediately prior to the commencement of this meeting, a count of shares present indicated that 767,598,431 shares of the company's voting stock were present, representing 63.34% of the outstanding shares of common stock as of February 10, 2021. Based on this number, a quorum is present. If you wish to vote at this meeting and have not already done so, or if you wish to change your vote, please do so now by clicking the vote here button and following the pertinent instructions on the special meeting portal. If you have already voted and do not wish to change your vote, your shares will be voted by the proxy holders in the manner specified on a proxy form. The approval of the issuance of shares of AMD common stock to the stockholders of Xilinx in connection with the merger is the first item on the agenda. To be approved, this proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock that are present via the special meeting website or represented by proxy at this special meeting and entitled to vote on the proposal. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. I will pause briefly for Investor Relations to read any questions or comments on the proposal.

There are no comments or questions, Mr. Wolin.

Thank you. The second item is to approve the adjournment of today's meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at today's meeting to approve the first merger-related proposal. To be approved, this proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock that are present being the special meeting website or represented by proxy at this meeting and entitled to vote on the proposal. The Board of Directors unanimously recommends that AMD stockholders vote in favor of this proposal. Again, I will pause briefly for any online questions or comments on the proposal.

There are no questions or comments.

The polls are about to close. It is now 9:40 a.m. Pacific time. Now that everybody has had the opportunity to vote, I declare that the polls are closed. Ms. Veaco, please present the report of the inspector of elections.

Based on the preliminary results, each of the proposal to approve the issuance of shares of AMD common stock to the stockholders of Xilinx in connection with the merger as well as the proposal to adjourn today's meeting, if necessary or appropriate, to solicit additional proxies has been approved.

Thank you, Ms. Veaco. Based on the preliminary report of the inspector, the proposal to approve the issuance of shares of AMD common stock to the stockholders of Xilinx in connection with the merger has been approved. As the first proposal has passed, the second proposal is no longer required. The final report of the inspector of elections will be on file for inspection by stockholders, and the company will report the final results on a current report on Form 8-K with the Securities and Exchange Commission within 4 business days. Formal portion of the meeting is now adjourned, and we will open the floor for questions.

Thank you, Mr. Wolin. We have a question for Dr. Su. As CEO of the combined company, what do you see as the largest benefits for shareholders now that the acquisition of Xilinx is approved?

Yes. Thank you. So we're very excited about the acquisition of Xilinx. From a shareholder standpoint, we see significant benefits from the increase in product capability and product breadth, the technology capabilities and the engineering talent that the Xilinx organization brings into AMD, the very strong product positioning and cash flow generation of the Xilinx portfolio. And then overall, as a combined company, we're going to add an additional $30 billion of TAM to AMD's current TAM. So really, we have the opportunity to service a larger market with great products that combine the capabilities of AMD today in our core markets of data center, PCs and gaming, together with Xilinx's strong capabilities, also very complementary in the data center with their portfolio as well as in the communications markets and a set of newer embedded markets and relationships across places like the automotive, aerospace and defense and industrial markets. So together as a combined company, we have more strength, more scale, more technology capability to address the growth in the semiconductor market over the next decade.

Thank you, Dr. Su. The other question that we have is asking for an update on the regulatory approval process and if you still expect to close the acquisition by the end of this calendar year.

So thank you for that question. The regulatory processes are going as we have expected so far. We have approval in a couple of countries and filings and discussions in the remainder of countries where we're expected to file are going as planned. And so we believe we are still on track to close the transaction by the end of the year.

Thank you, Mr. Wolin. There are no further questions. At this point, ladies and gentlemen, our meeting has concluded. Thank you for joining today's special meeting of shareholders. You may now disconnect.