AMD co-founder retiring from the board

AMD today announced that AMD president and chief executive officer Hector Ruiz was appointed chairman of the board following its annual stockholders meeting. AMD co-founder and former chairman of the board W.J. Sanders III was elected a director and appointed chairman emeritus in honor of his three decades of leadership. Mr. Sanders also advised his colleagues that he was retiring from the Board of Directors.

“On behalf of the board, we would like to express our thanks to Jerry for his leadership in managing the company from its inception through the transition to Hector as chief executive officer and today, chairman of AMD,” said Robert Palmer, lead independent director. “We are pleased with Hector’s performance and confident in the future of AMD.”

In a related announcement, H. Paulett Eberhart was elected as AMD’s newest director. Ms. Eberhart fills the vacancy left by Dr. Friedrich Baur, who did not stand for re-election. “With her nearly 30 years of experience at EDS, Ms. Eberhart brings outstanding financial and operational insight to the board,” said Ruiz regarding the election of H. Paulett Eberhart, retired president, Americas for Electronic Data Systems (EDS), to the Board of Directors. “I would like to welcome Ms. Eberhart and thank Dr. Baur for his years of dedicated service to the board.”

The board approved the following new committee structures: The Audit Committee consists of Dr. R. Gene Brown as Chair, Dr. W. Michael Barnes, Mr. Charles M. Blalack, Mr. Bruce Claflin and Ms. H. Paulett Eberhart. The Compensation Committee consists of Dr. Leonard Silverman as Chair, Mr. Charles Blalack, Dr. R. Gene Brown, Mr. Bruce Claflin and Mr. Robert Palmer. The Nominating and Corporate Governance Committee consists of Mr. Robert Palmer as Lead Independent Director and Chair, Mr. W. Michael Barnes, Mr. Charles Blalack, Mr. R. Gene Brown, Mr. Bruce Claflin, Ms. H. Paulett Eberhart and Mr. Leonard Silverman.

AMD shareholders approved the appointment of Ernst & Young LLP as independent auditors for the current year. Shareholders also approved AMD’s 2004 Equity Incentive Plan.