FORM 8-K 1998 PLAN AND BYLAWS AMENDMENT
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): March
7, 2006
NVIDIA
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-23985
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94-3177549
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
|
File
Number)
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Identification
No.)
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2701
San Tomas Expressway, Santa Clara, CA
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95050
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408)
486-2000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
SECTION
1 - Registrant’s Business and Operations
Item
1.01 Entry Into a Material Definitive Agreement.
(a) On
March
7, 2006, the Compensation Committee of Board of Directors of NVIDIA Corporation
approved an amendment to our 1998 Equity Incentive Plan, or the Plan. The
amendments to the Plan:
· |
authorize
the grant of restricted stock
awards;
|
· |
authorize
the grant of restricted stock
units;
|
· |
remove
the ability to grant re-loan
options;
|
· |
authorize
the Board of Directors or a committee thereof to delegate the authority
to
grant options and stock awards (to the extent permitted by applicable
law)
to the Chief Executive Officer, Chief Financial Officer and General
Counsel of NVIDIA; and
|
· |
authorize
the Board of Directors or a committee thereof to adjust the Plan
for
reclassifications and other reorganizations of our capital stock;
the
prior Plan adjusted by its terms
automatically.
|
The
foregoing summary of changes contained in the Plan is qualified in its entirety
by the Plan itself, which is attached hereto as Exhibit 10.2 and is incorporated
herein by reference. The amendments to the Plan did not require stockholder
approval and were effective upon approval by our Compensation
Committee.
(b) On
March
7, 2006, the
Compensation Committee approved cash bonus awards earned during fiscal 2006
by
our executive officers under our Fiscal Year 2006 Variable Compensation Plan
Management Bonus Plan. The bonus awards are based upon the achievement of
performance goals, which were reviewed and approved by the Compensation
Committee in May 2005. The bonus awards will be paid in fiscal
2007.
Name
of Executive Officer
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Title
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FYE
2006 Bonus
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Jen-Hsun
Huang
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President,
Chief Executive Officer, Director
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$1,246,230.00
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Marvin
D. Burkett
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Chief
Financial Officer
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$405,026.00
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Ajay
K. Puri
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Senior
Vice President, Worldwide Sales
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$28,541.00
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Jeffrey
D. Fisher
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Senior
Vice President, GPU Business Unit
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$306,370.00
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David
M. Shannon
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Senior
Vice President, General Counsel and Secretary
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$299,058.00
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Daniel
F. Vivoli
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Senior
Vice President, Marketing
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$219,246.00
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|
|
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SECTION
5 - Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
March
9, 2006, our Board of Directors approved an amendment to Article IV, Section
15
of our Amended and Restated Bylaws, or the Amendment, to change the vote
standard for the election of directors from plurality to a majority of votes
cast in uncontested elections. A majority of the votes cast means that the
number of shares voted "for" a director must exceed the number of votes cast
"against" that director. In contested elections where the number of nominees
exceeds the number of directors to be elected, the vote standard will continue
to be a plurality of votes cast.
In
addition, if a nominee who already serves as a director is not elected, the
director shall offer to tender his or her resignation to the Board of Directors.
The Nominating and Corporate Governance or other committee designated by the
Board of Directors will make a recommendation to the Board of Directors on
whether to accept or reject the resignation, or whether other action should
be
taken. The Board of Directors will act on the Committee's recommendation and
publicly disclose its decision and the rationale behind it within 90 days from
the date of the certification of the election results. The director who tenders
his or her resignation will not participate in the Board of Director's decision.
If the failure of a nominee to be elected at the annual meeting results in
a
vacancy on the Board of Directors, that vacancy can be filled by action of
the
Board of Directors.
The
foregoing summary of changes contained in the Amendment is qualified in its
entirety by the Amendment itself, which is attached hereto as Exhibit 3.4 and
is
incorporated herein by reference.
SECTION
9 - Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
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Description
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3.4
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Amendment
to the Bylaws of NVIDIA Corporation dated March 9,
2006.
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10.2
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1998
Equity Incentive Plan, as amended and restated on March 7,
2006.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NVIDIA
Corporation
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By:
/s/ Marvin D. Burkett
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Marvin
D. Burkett |
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Chief
Financial Officer
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Date: March
13,
2006 |
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EXHIBIT
INDEX
Exhibit
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Description
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3.4
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Amendment
to the Bylaws of NVIDIA Corporation dated March 9,
2006.
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10.2
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1998
Equity Incentive Plan, as amended and restated on March 7,
2006.
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