AMD 1999 Annual Report Download - page 55

is received by the Corporation, the Board of Directors may fix a record
date for such purpose which shall be no more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and shall not precede the date such resolution is adopted. If the
Board of Directors fails within ten (10) days after the date the Corporation
receives such notice to fix a record date for such purpose, the record date
shall be the day on which the first written consent is delivered to the
Corporation in the manner described in Article II, Section 11 unless prior
action by the Board of Directors is required under the General Corporation Law
of Delaware, in which event the record date shall be at the close of business on
the day on which the Board of Directors adopts the resolution taking such prior
action.
(c) Any stockholder's notice required by this Section shall describe each
action that the stockholder proposes to take by consent. For each such proposal,
the notice shall set forth (i) the text of the proposal (including the text of
any resolutions to be adopted by consent and the language of any proposed
amendment to the bylaws of the Corporation), (ii) the reasons for soliciting
consents for the proposal, (iii) any material interest in the proposal held by
the stockholder and the beneficial owner, if any, on whose behalf the action is
to be taken, and (iv) any other information relating to the stockholder, the
beneficial owner, or the proposal that would be required to be disclosed in
filings in connection with the solicitation of proxies or consents pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. To the extent the proposed action by consent involves the election
of directors, the notice shall set forth as to each person whom the stockholder
proposes to elect as a director (i) the name, age, business address, residence
address and nationality 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 filings required to be made in connection with
solicitations of proxies or consents for the election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. In addition to the foregoing, the notice shall set forth as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the notice is given (i) the name and address of such stockholder as they appear
on the Corporation's books, and the name and address of such beneficial owner,
(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, (iii) a description of all arrangements or understandings between such
stockholder and any other person or persons relating to the proposed action by
consent, (iv) 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 consent solicitation statement to holders of at least the
percentage of the Corporation's outstanding capital stock required to effect the
action by consent either to solicit consents or to solicit proxies to execute
consents, and/or (2) otherwise solicit proxies or consents from
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000