Document





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): May 16, 2018

NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
0-23985
94-3177549
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

2788 San Tomas Expressway, Santa Clara, CA
(Address of principal executive offices)
95051
(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 (see General Instruction A.2. below):
[ ] 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))
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 o
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. o
 
 
 
 
 





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

On May 16, 2018, at the 2018 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2018 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 23,000,000 shares as described in our definitive proxy statement for the 2018 Annual Meeting filed with the Securities and Exchange Commission on April 6, 2018, 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 2012 Employee Stock Purchase Plan

At the 2018 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 13,500,000 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 2018 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2018 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 eleven (11) directors to serve for a one-year term until the 2019 Annual Meeting of Stockholders of NVIDIA Corporation. The results of the voting were as follows:

a. Robert K. Burgess
     Number of shares For
389,082,026

     Number of shares Withheld
1,757,716

     Number of shares Abstaining
1,032,012

     Number of Broker Non-Votes
111,817,277


b. Tench Coxe
     Number of shares For
367,590,677

     Number of shares Withheld
21,761,378

     Number of shares Abstaining
2,519,699

     Number of Broker Non-Votes
111,817,277


c. Persis S. Drell
     Number of shares For
389,844,378

     Number of shares Withheld
984,285

     Number of shares Abstaining
1,043,091

     Number of Broker Non-Votes
111,817,277







d. James C. Gaither
     Number of shares For
364,954,464

     Number of shares Withheld
24,263,401

     Number of shares Abstaining
2,653,889

     Number of Broker Non-Votes
111,817,277


e. Jen-Hsun Huang
     Number of shares For
387,514,044

     Number of shares Withheld
2,653,201

     Number of shares Abstaining
1,704,509

     Number of Broker Non-Votes
111,817,277


f. Dawn Hudson
     Number of shares For
390,611,730

     Number of shares Withheld
832,521

     Number of shares Abstaining
427,503

     Number of Broker Non-Votes
111,817,277


g. Harvey C. Jones
     Number of shares For
362,206,296

     Number of shares Withheld
27,091,626

     Number of shares Abstaining
2,573,832

     Number of Broker Non-Votes
111,817,277


h. Michael G. McCaffery
     Number of shares For
390,603,365

     Number of shares Withheld
790,154

     Number of shares Abstaining
478,235

     Number of Broker Non-Votes
111,817,277


i. Mark L. Perry
     Number of shares For
378,876,107

     Number of shares Withheld
11,027,438

     Number of shares Abstaining
1,968,209

     Number of Broker Non-Votes
111,817,277


j. A. Brooke Seawell
     Number of shares For
367,828,829

     Number of shares Withheld
21,519,148

     Number of shares Abstaining
2,523,777

     Number of Broker Non-Votes
111,817,277







k. Mark A. Stevens
     Number of shares For
386,368,413

     Number of shares Withheld
4,988,443

     Number of shares Abstaining
514,898

     Number of Broker Non-Votes
111,817,277


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

     Number of shares For
382,656,840

     Number of shares Against
8,325,994

     Number of shares Abstaining
888,920

     Number of Broker Non-Votes
111,817,277


3.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 27, 2019. The results of the voting were as follows:

     Number of shares For
494,844,879

     Number of shares Against
7,744,702

     Number of shares Abstaining
1,099,450

     Number of Broker Non-Votes
__


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

     Number of shares For
374,422,831

     Number of shares Against
16,581,237

     Number of shares Abstaining
867,686

     Number of Broker Non-Votes
111,817,277


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

     Number of shares For
387,376,942

     Number of shares Against
3,763,309

     Number of shares Abstaining
731,503

     Number of Broker Non-Votes
111,817,277








Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number
 

                                                          Description  .
10.1
 
10.2
 








SIGNATURES
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: May 21, 2018
By: /s/ Rebecca Peters
 
Rebecca Peters
 
Vice President, Corporate Affairs and Assistant Secretary