false0001045810 0001045810 2020-06-09
2020-06-09
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
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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)
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File
Number)
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Identification
No.)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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NVDA
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The Nasdaq Global Select Market
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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:
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a. Robert K. Burgess
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Number
of shares For
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425,567,648
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Number
of shares Withheld
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2,858,505
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Number
of shares Abstaining
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2,824,938
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Number
of Broker Non-Votes
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78,520,836
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b. Tench Coxe
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Number
of shares For
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400,277,306
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Number
of shares Withheld
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25,436,995
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Number
of shares Abstaining
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5,536,790
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Number
of Broker Non-Votes
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78,520,836
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c. Persis S. Drell
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Number
of shares For
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427,327,902
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Number
of shares Withheld
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1,183,853
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Number
of shares Abstaining
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2,739,336
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Number
of Broker Non-Votes
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78,520,836
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d. Jen-Hsun Huang
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Number
of shares For
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420,996,670
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Number
of shares Withheld
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5,506,993
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Number
of shares Abstaining
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4,747,428
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Number
of Broker Non-Votes
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78,520,836
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e. Dawn Hudson
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Number
of shares For
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427,736,800
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Number
of shares Withheld
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836,070
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Number
of shares Abstaining
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2,678,221
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Number
of Broker Non-Votes
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78,520,836
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f. Harvey C. Jones
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Number
of shares For
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377,430,257
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Number
of shares Withheld
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48,076,494
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Number
of shares Abstaining
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5,744,340
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Number
of Broker Non-Votes
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78,520,836
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g. Michael G. McCaffery
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Number
of shares For
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427,294,062
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Number
of shares Withheld
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1,215,719
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Number
of shares Abstaining
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2,741,310
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Number
of Broker Non-Votes
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78,520,836
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h. Stephen C. Neal
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Number
of shares For
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415,991,862
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Number
of shares Withheld
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12,436,950
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Number
of shares Abstaining
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2,822,279
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Number
of Broker Non-Votes
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78,520,836
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i. Mark L. Perry
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Number
of shares For
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398,218,430
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Number
of shares Withheld
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27,275,266
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Number
of shares Abstaining
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5,757,395
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Number
of Broker Non-Votes
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78,520,836
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j. A. Brooke Seawell
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Number
of shares For
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398,666,286
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Number
of shares Withheld
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26,948,248
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Number
of shares Abstaining
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5,636,557
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Number
of Broker Non-Votes
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78,520,836
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k. Mark A. Stevens
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Number
of shares For
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407,602,887
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Number
of shares Withheld
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17,878,569
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Number
of shares Abstaining
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5,769,635
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Number
of Broker Non-Votes
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78,520,836
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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:
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Number
of shares For
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412,918,190
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Number
of shares Against
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15,387,870
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Number
of shares Abstaining
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2,945,031
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Number
of Broker Non-Votes
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78,520,836
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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:
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Number
of shares For
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500,196,330
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Number
of shares Against
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6,703,092
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Number
of shares Abstaining
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2,872,505
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Number
of Broker Non-Votes
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—
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4. The
approval of the 2007 Plan. The results of the voting were as
follows:
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Number
of shares For
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410,597,186
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Number
of shares Against
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17,983,325
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Number
of shares Abstaining
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2,670,580
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Number
of Broker Non-Votes
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78,520,836
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5. The
approval of the 2012 Plan. The results of the voting were as
follows:
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Number
of shares For
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426,355,595
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Number
of shares Against
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2,369,354
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Number
of shares Abstaining
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2,526,142
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Number
of Broker Non-Votes
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78,520,836
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Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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10.1
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10.2
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104
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The cover page of this Current Report on Form 8-K, formatted in
inline XBRL (included as Exhibit 101)
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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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Date: June
15, 2020
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By: /s/ Rebecca Peters
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Rebecca
Peters
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Vice
President, Corporate Affairs and Assistant Secretary
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