Summary
Advanced Micro Devices, Inc. (AMD) filed an 8-K report on February 14, 2022, announcing the official completion of its acquisition of Xilinx. This landmark transaction involved a stock-for-stock exchange where Xilinx shareholders received 1.7234 shares of AMD common stock for each share of Xilinx common stock. The filing also details the conversion of Xilinx equity awards, such as RSUs and options, into equivalent AMD awards. Additionally, AMD has assumed Xilinx's senior notes, entering into supplemental indentures to guarantee these obligations. Furthermore, the report highlights significant changes to AMD's Board of Directors and leadership structure. In connection with the Xilinx acquisition, the Board size was expanded to ten directors with the appointment of Jon Olson and Elizabeth Vanderslice as independent directors. Dr. Lisa Su, already CEO, has been appointed Chairman of the Board, and John Caldwell has been named Lead Director. These updates signify key governance and leadership adjustments following a major strategic acquisition.
Key Highlights
- 1Completion of the Xilinx acquisition, a significant strategic move for AMD.
- 2Xilinx shareholders to receive 1.7234 shares of AMD common stock per Xilinx share.
- 3Xilinx equity awards (RSUs and options) converted into AMD equity awards.
- 4AMD assumes Xilinx's senior notes due 2024 and 2030 through supplemental indentures.
- 5AMD's Board size increased to ten directors with the appointment of two independent directors, Jon Olson and Elizabeth Vanderslice.
- 6Dr. Lisa Su appointed Chairman of the Board, in addition to her CEO role.
- 7John Caldwell appointed as Lead Director.