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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 9, 2020
NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
0-23985
94-3177549
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
 
2788 San Tomas Expressway, Santa Clara, CA 95051
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 486-2000
Not Applicable
(Former name or former address, if changed since last report)

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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
NVDA
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of Amended and Restated 2007 Equity Incentive Plan

On June 9, 2020, at the 2020 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2020 Annual Meeting, our stockholders approved an amendment and restatement of the NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, to increase the available share reserve by 14,800,000 shares as described in our definitive proxy statement for the 2020 Annual Meeting filed with the Securities and Exchange Commission on April 29, 2020, or the Proxy Statement. The 2007 Plan previously had been approved, subject to stockholder approval, by the Compensation Committee of the Board of Directors of NVIDIA, or the Committee. A summary of the 2007 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2007 Plan are qualified in their entirety by reference to the text of the 2007 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Amendment and Restatement of Amended and Restated 2012 Employee Stock Purchase Plan

At the 2020 Annual Meeting, our stockholders also approved an amendment and restatement of the NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan, or the 2012 Plan, to increase the available share reserve by 2,000,000 shares as described in the Proxy Statement. The 2012 Plan previously had been approved, subject to stockholder approval, by the Committee. A summary of the 2012 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2012 Plan are qualified in their entirety by reference to the text of the 2012 Plan, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2020 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2020 Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.

1.    The election of each of our eleven (11) directors to serve for a one-year term until our 2021 Annual Meeting of Stockholders. The results of the voting were as follows:

a. Robert K. Burgess
     Number of shares For
425,567,648

     Number of shares Withheld
2,858,505

     Number of shares Abstaining
2,824,938

     Number of Broker Non-Votes
78,520,836


b. Tench Coxe
     Number of shares For
400,277,306

     Number of shares Withheld
25,436,995

     Number of shares Abstaining
5,536,790

     Number of Broker Non-Votes
78,520,836


c. Persis S. Drell
     Number of shares For
427,327,902

     Number of shares Withheld
1,183,853

     Number of shares Abstaining
2,739,336

     Number of Broker Non-Votes
78,520,836








d. Jen-Hsun Huang
     Number of shares For
420,996,670

     Number of shares Withheld
5,506,993

     Number of shares Abstaining
4,747,428

     Number of Broker Non-Votes
78,520,836


e. Dawn Hudson
     Number of shares For
427,736,800

     Number of shares Withheld
836,070

     Number of shares Abstaining
2,678,221

     Number of Broker Non-Votes
78,520,836


f. Harvey C. Jones
     Number of shares For
377,430,257

     Number of shares Withheld
48,076,494

     Number of shares Abstaining
5,744,340

     Number of Broker Non-Votes
78,520,836


g. Michael G. McCaffery
     Number of shares For
427,294,062

     Number of shares Withheld
1,215,719

     Number of shares Abstaining
2,741,310

     Number of Broker Non-Votes
78,520,836


h. Stephen C. Neal
     Number of shares For
415,991,862

     Number of shares Withheld
12,436,950

     Number of shares Abstaining
2,822,279

     Number of Broker Non-Votes
78,520,836


i. Mark L. Perry
     Number of shares For
398,218,430

     Number of shares Withheld
27,275,266

     Number of shares Abstaining
5,757,395

     Number of Broker Non-Votes
78,520,836


j. A. Brooke Seawell
     Number of shares For
398,666,286

     Number of shares Withheld
26,948,248

     Number of shares Abstaining
5,636,557

     Number of Broker Non-Votes
78,520,836







k. Mark A. Stevens
     Number of shares For
407,602,887

     Number of shares Withheld
17,878,569

     Number of shares Abstaining
5,769,635

     Number of Broker Non-Votes
78,520,836


2.    The approval, on an advisory basis, of the compensation of our named executive officers as disclosed Proxy Statement. The results of the voting were as follows:

     Number of shares For
412,918,190

     Number of shares Against
15,387,870

     Number of shares Abstaining
2,945,031

     Number of Broker Non-Votes
78,520,836


3.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 31, 2021. The results of the voting were as follows:

     Number of shares For
500,196,330

     Number of shares Against
6,703,092

     Number of shares Abstaining
2,872,505

     Number of Broker Non-Votes



4.    The approval of the 2007 Plan. The results of the voting were as follows:

     Number of shares For
410,597,186

     Number of shares Against
17,983,325

     Number of shares Abstaining
2,670,580

     Number of Broker Non-Votes
78,520,836


5.    The approval of the 2012 Plan. The results of the voting were as follows:

     Number of shares For
426,355,595

     Number of shares Against
2,369,354

     Number of shares Abstaining
2,526,142

     Number of Broker Non-Votes
78,520,836



Item 9.01    Financial Statements and Exhibits.

(d) Exhibits






Exhibit Number
 
Description
10.1
 
10.2
 
104
 
The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101)













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.
 
NVIDIA Corporation
Date: June 15, 2020
By: /s/ Rebecca Peters
 
Rebecca Peters
 
Vice President, Corporate Affairs and Assistant Secretary




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