AMD 1999 Annual Report Download - page 40

(c) Contents of Stockholder's Notice. Any stockholder's notice
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required by this Section shall set forth as to each person whom the stockholder
proposes to nominate for election or reelection as a director (i) the name, age,
nationality, business address and residence address of the person, (ii) the
principal occupation and employment of the person, (iii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by the person and (iv) any other information relating
to the person that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder. Such stockholder's notice further shall set forth as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder and of such beneficial owner, as they appear on the Corporation's
books, (ii) the class and number of shares of capital stock of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner, as to the stockholder giving the notice, (iii) a description
of all arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the annual meeting to nominate the person named in its notice, (v) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends to (1) deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the Corporation's outstanding
capital stock required to elect the nominee and/or (2) otherwise solicit proxies
from stockholders in support of such nomination, and (vi) any other information
relating to such stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected. The Corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.
(d) Only such persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible to be elected at an
annual or special meeting of stockholders of the Corporation to serve as
directors. Except as otherwise provided by law, the chair of the meeting shall
have the power and duty to determine (i) whether a nomination to be brought
before an annual or special meeting was made in accordance with the procedures
set forth in this Section and (ii) if any proposed nomination is not in
compliance with this Section (including whether the stockholder or beneficial
owner, if any, on whose behalf the nomination is made solicits (or is part of a
group which solicits), or fails
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000