AMD 1999 Annual Report Download - page 39

tenth day following the day on which the first public announcement of the
date of the annual meeting was made or the notice of the meeting was mailed,
whichever first occurs. In no event shall the public announcement of an
adjournment or postponement of an annual meeting of stockholders commence a new
time period (or extend any time period) for the giving of a stockholder's notice
as described above. The stockholder's notice shall contain, at a minimum, the
information set forth in paragraph (c) of this Section. For purposes of this
Section, "public announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section to the contrary, in the event that the number
of directors to be elected to the Board of the Corporation at an annual meeting
is increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased Board at
least one hundred days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this Section shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
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conducted at a special meeting of stockholders as shall have been described in
the Corporation's notice of meeting given pursuant to Article II, Section 3 of
these Bylaws. To the extent such business includes the election of directors,
nominations of persons for election to the Board may be made at a special
meeting of stockholders only (i) by or at the direction of the Board (or any
duly authorized committee thereof) or the Chairman of the Board, or (ii) by any
stockholder of the Corporation who is a stockholder of record at the time the
notice provided for in this paragraph (b) of this Section is delivered to the
Secretary of the Corporation, who is entitled to vote at the special meeting and
who gives timely notice in writing by the Secretary of the Corporation. The
stockholder's notice shall contain, at a minimum, the information set forth in
paragraph (c) of this Section. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting. In no event shall
the public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000