SEC 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 18, 2016

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.)

2701 San Tomas Expressway, Santa Clara, CA
(Address of principal executive offices)
95050
(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))




 
 
 
 
 




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 18, 2016, at the 2016 Annual Meeting of Stockholders, or the 2016 Annual Meeting, of NVIDIA Corporation, 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 18,800,000 shares as described in our definitive proxy statement for the 2016 Annual Meeting filed with the Securities and Exchange Commission on April 7, 2016, 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 2016 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 10,000,000 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 2016 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2016 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 twelve (12) directors to serve for a one-year term until the 2017 Annual Meeting of Stockholders of NVIDIA Corporation. The results of the voting were as follows:

a. Robert K. Burgess
     Number of shares For
406,396,167

     Number of shares Withheld
609,979

     Number of shares Abstaining
863,331

     Number of Broker Non-Votes
61,314,492


b. Tench Coxe
     Number of shares For
401,503,666

     Number of shares Withheld
861,824

     Number of shares Abstaining
5,503,987

     Number of Broker Non-Votes
61,314,492


c. Persis S. Drell
     Number of shares For
406,618,232

     Number of shares Withheld
656,972

     Number of shares Abstaining
594,273

     Number of Broker Non-Votes
61,314,492






d. James C. Gaither
     Number of shares For
403,084,500

     Number of shares Withheld
1,313,960

     Number of shares Abstaining
3,471,017

     Number of Broker Non-Votes
61,314,492


e. Jen-Hsun Huang
     Number of shares For
405,744,009

     Number of shares Withheld
403,096

     Number of shares Abstaining
1,722,372

     Number of Broker Non-Votes
61,314,492


f. Dawn Hudson
     Number of shares For
406,878,070

     Number of shares Withheld
406,624

     Number of shares Abstaining
584,783

     Number of Broker Non-Votes
61,314,492


g. Harvey C. Jones
     Number of shares For
403,048,625

     Number of shares Withheld
1,118,129

     Number of shares Abstaining
3,702,723

     Number of Broker Non-Votes
61,314,492


h. Michael G. McCaffery
     Number of shares For
404,788,854

     Number of shares Withheld
782,230

     Number of shares Abstaining
2,298,393

     Number of Broker Non-Votes
61,314,492


i. William J. Miller
     Number of shares For
399,927,158

     Number of shares Withheld
1,019,064

     Number of shares Abstaining
6,923,255

     Number of Broker Non-Votes
61,314,492


j. Mark L. Perry
     Number of shares For
403,107,160

     Number of shares Withheld
663,217

     Number of shares Abstaining
4,099,100

     Number of Broker Non-Votes
61,314,492






k. A. Brooke Seawell
     Number of shares For
403,297,620

     Number of shares Withheld
686,157

     Number of shares Abstaining
3,885,700

     Number of Broker Non-Votes
61,314,492


l. Mark A. Stevens
     Number of shares For
404,079,206

     Number of shares Withheld
1,283,228

     Number of shares Abstaining
2,507,043

     Number of Broker Non-Votes
61,314,492


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
398,480,045

     Number of shares Against
8,260,412

     Number of shares Abstaining
1,129,020

     Number of Broker Non-Votes
61,314,492


3.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 29, 2017. The results of the voting were as follows:

     Number of shares For
465,916,054

     Number of shares Against
2,821,978

     Number of shares Abstaining
445,937

     Number of Broker Non-Votes
—


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

     Number of shares For
306,952,065

     Number of shares Against
100,422,286

     Number of shares Abstaining
495,126

     Number of Broker Non-Votes
61,314,492


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

     Number of shares For
405,733,504

     Number of shares Against
1,750,528

     Number of shares Abstaining
385,445

     Number of Broker Non-Votes
61,314,492







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

Exhibit
Number
 

                                                          Description  .
10.1
 
Amended and Restated 2007 Equity Incentive Plan 
10.2
 
Amended and Restated 2012 Employee Stock Purchase Plan







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 23, 2016
By: /s/ Rebecca Peters
 
Rebecca Peters
 
Vice President, Corporate Affairs and Assistant Secretary
 


















EXHIBIT INDEX

Exhibit
Number
 

                                                          Description  .
10.1
 
Amended and Restated 2007 Equity Incentive Plan 
10.2
 
Amended and Restated 2012 Employee Stock Purchase Plan