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This excerpt taken from the NVDA 8-K filed Apr 8, 2009.

(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))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 4, 2009, the Compensation Committee of the Board of Directors of NVIDIA Corporation approved the Fiscal Year 2010 Variable Compensation Plan, or the 2010 Plan, which is designed to provide variable cash compensation to certain officers, directors, managers and qualifying senior contributors, or the Participants, as determined by our Compensation Committee, if certain pre-set individual targets are achieved during fiscal 2010. We operate on a 52 or 53-week year, ending on the last Sunday in January. We designate our fiscal year by the year in which that fiscal year ends; e.g., fiscal 2010 refers to our fiscal year ending January 31, 2010.

Historically variable cash compensation has been paid to the Participants if NVIDIA achieved its corporate targets as set by our Compensation Committee and if individuals achieved their individual targets which are set by our Compensation Committee for the chief executive officer and by the chief executive officer in the case of the senior officers. The achievement of individual targets by our chief executive officer and senior officers is determined by our Compensation Committee.

The Compensation Committee determined not to establish any corporate targets for compensatory purposes for fiscal 2010 because payout for corporate performance in fiscal year 2010 would not be appropriate in light of the current economic environment and our cost reduction efforts. In addition, in light of the current economic environment and our cost reduction efforts, prior to the consideration of the fiscal 2010 performance targets, our chief executive officer proposed on behalf of the executive officers and the Compensation Committee determined that, except for David White, our new chief financial officer, the executive officers, including our chief executive officer, would not be eligible for any individual performance payouts for fiscal 2010.

Our Board of Directors and Compensation Committee reserve the right to:

 

  (i) provide variable compensation to officers or employees other than under the 2010 Plan; or

 

  (ii) modify compensation targets and criteria at any time or to grant variable cash compensation to the Participants.

The 2010 Plan is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in their entirety by, the 2010 Plan.

 

Item 8.01 Other Events.

As previously disclosed in a Current Report on Form 8-K, filed with the Securities and Exchange Commission, or SEC, on September 22, 2008, NVIDIA Corporation entered into Memoranda of Understanding on September 19, 2008 regarding the settlement of the stockholder derivative lawsuits relating to our historical stock option practices. As previously disclosed in a Current Report on Form 8-K, filed with the SEC on November 10, 2008, the definitive settlement agreements were concurrently filed in the Chancery Court of Delaware and the United States District Court Northern District of California on November 10, 2008 and were subject to approval by both such courts. As previously disclosed in our Annual Report on Form 10-K for the year ended January 25, 2009, filed with the SEC on March 13, 2009, a Notice of Pendency and Settlement of Shareholder Derivative Actions was mailed to shareholders of record and posted on www.nvidia.com on January 24, 2009 and, on March 11, 2009, a final settlement hearing was held in the Delaware Chancery Court and, on the same date, the court entered a Final Order and Judgment, which approved the requested attorneys’ fees and dismissed the Delaware action with prejudice.

On March 17, 2009, a final approval hearing was held in the Northern District of California. The court entered an Order and Final Judgment, which approved the requested attorneys’ fees and dismissed the federal action with prejudice. On April 2, 2009, pursuant to the settlement approved by the Northern District of California, the parties filed a stipulation to have the California Superior Court, Santa Clara County dismiss with prejudice the related California state action. On April 6, 2009, the California Superior Court granted the stipulation and dismissed the California state action with prejudice.


The settlement agreements do not contain any admission of wrongdoing or fault on the part of NVIDIA, our board of directors or executive officers. The terms of the settlement agreements include, among other things, the agreement by the board of directors to continue and to implement certain corporate governance changes, including adopting a supplement to our Corporate Governance Policies, a copy of which may be found in the Investor Relations section of our website at www.nvidia.com. The Chancery Court of Delaware awarded plaintiffs in the Delaware action attorney fees and costs of $2.755 million and the United States District Court Northern District of California awarded plaintiffs in the federal action attorney fees and costs of $2.465 million and plaintiffs in the California state action attorney fees and costs of $2.03 million. The other terms of the settlement agreements are as set forth in our Current Report on Form 8-K filed with the SEC on November 10, 2008.

 

Item 9.01 Exhibits.

 

(d)

 

Exhibit

  

Description

10.1    Fiscal Year 2010 Variable Compensation Plan, approved April 4, 2009.


This excerpt taken from the NVDA 8-K filed Feb 27, 2009.

(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.

On February 27, 2009, NVIDIA Corporation announced that, effective February 27, 2009, David L. White had been appointed to the position of Executive Vice President and Chief Financial Officer of NVIDIA. Mr. White replaces Marvin D. Burkett, whose decision to retire was disclosed in the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 27, 2008. Mr. Burkett is expected to continue to serve as a senior advisor to NVIDIA assisting in the transition.

From August 2004 to February 2009, Mr. White, age 53, served as the Executive Vice President of Finance and Chief Financial Officer of Sanmina-SCI Corporation, a global provider of customized, integrated electronics manufacturing services to original equipment manufacturers in the communications, enterprise computing and medical industries and various other end markets. From 2003 to 2004, Mr. White was Senior Vice President and Chief Financial Officer of Asyst Technologies, Inc., a provider of integrated hardware and software automation solutions that enhance semiconductor and flat-panel display manufacturing productivity. Mr. White served as President and Chief Executive Officer of Candescent Technologies Corporation, a developer of field emission display technology for next-generation thin flat-panel displays, and held various other positions, from 1995 to 2002. Mr. White holds a B.S. degree from Brigham Young University and an M.B.A. from the University of Washington.

Mr. White’s offer letter dated January 28, 2009, or the Offer Letter, provides that Mr. White will be employed by NVIDIA “at will” and contains the following additional terms:

 

  1. he will receive an annual base salary of $425,000;

 

  2. he will be eligible to earn annual incentive compensation, with a potential target for fiscal year 2010 of $385,000, which will be prorated from his start date. Fifty percent (50%) of the annual incentive compensation will be based on our performance against certain corporate objectives and fifty percent (50%) of the annual incentive compensation will be based on his achievement of key objectives established for him by NVIDIA. If Mr. White leaves NVIDIA for any reason prior to end of fiscal year 2010 or the date of distribution, no incentive compensation will be paid;

 

  3. he will receive a signing bonus of $200,000, payable in four equal quarterly installments on the third, sixth, ninth and twelfth month anniversaries of his start date, subject to his continued employment;

 

  4. he will receive an option to purchase up to 450,000 shares of NVIDIA common stock with an exercise price equal to the fair market value of one share of NVIDIA common stock on the date of grant, vesting quarterly in equal allotments over four years beginning on Mr. White’s start date, or the Initial Grant. The Initial Grant will have a term of six years. The terms of the Initial Grant will be governed by the terms of our 2007 Equity Incentive Plan which is filed as Exhibit 10.1 to our Form 8-K filed with the Securities and Exchange Commission on June 27, 2007. In the event that Mr. White’s employment is involuntarily terminated as a direct result of the successful completion of an Acquisition (as defined in the Offer Letter) of NVIDIA within the first twelve months of his employment, the vesting of the Initial Grant will be accelerated such that twenty-five percent (25%) of the Initial Grant will be vested as of the date his employment is terminated;

 

  5. he will be eligible to participate in our 1998 Employee Stock Purchase Plan, which is filed as Exhibit 10.2 to our 10-Q for the quarterly period ended April 27, 2008, filed with the Securities and Exchange Commission on May 22, 2008; and

 

  6. he will be eligible to participate in our comprehensive benefits programs.

A copy of the Offer Letter is filed hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Offer Letter is subject to, and qualified in its entirety by, the Offer Letter.


Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

  

Description

10.1    Offer letter, dated January 28, 2009, between NVIDIA Corporation and David L. White.


This excerpt taken from the NVDA 8-K filed Feb 19, 2009.

(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 12, 2009, the Board of Directors of NVIDIA Corporation approved and adopted Amended and Restated Bylaws, or Restated Bylaws. The Restated Bylaws were effective as of February 12, 2009. The Restated Bylaws set forth more explicitly the processes and procedures that our stockholders must follow, and specify additional information that our stockholders must provide, when proposing director nominations and other business in light of the increased usage of more complex voting and ownership arrangements. Additionally, the Restated Bylaws are intended to ensure that our stockholders and NVIDIA have a reasonable opportunity to consider nominations and other business proposed to be brought before an annual or special meeting of stockholders and to allow for full information to be distributed to stockholders.

The Restated Bylaws:

 

   

Confirm that a stockholder may propose nominees for director or other business at an annual stockholder meeting (excluding stockholder proposals submitted for inclusion in our proxy statement that comply with Securities Exchange Act of 1934, as amended, Rule 14a-8) only if such stockholder complies with the advance notice time periods and other provisions in Section 5 of the Restated Bylaws;

 

   

Require a stockholder to disclose, and update if necessary, additional information on the stockholder’s interest in the matters being proposed and interests of the stockholder and such stockholder’s associates in our common stock, including disclosure of agreements that involve hedging, short positions and similar arrangements and agreements that involve acquiring, voting, holding or disposing of our common stock;

 

   

Provide that an extension to the notice period is not applicable to every instance when the size of the Board is increased;

 

   

Impose a requirement on a stockholder nominee for election as a director to answer a written questionnaire with respect to the background and qualification of such nominee in order to ensure that NVIDIA: (i) has enough information to include any required disclosures in communications to stockholders and filings with the Securities and Exchange Commission, if necessary; and (ii) is able to determine whether the nominee is qualified to serve if elected;

 

   

Clarify that failure to comply with the requirements of Section 5 of the Restated Bylaws will result in such proposal or nomination not being presented to the stockholders;

 

   

Revise the special meeting provisions to conform the advance notice requirements in the context of nominating directors for consideration at a special meeting of stockholders; and

 

   

Clarify that a director election is “contested” if the number of nominees for election as a director at any stockholder meeting exceeds the number of directors to be elected at such meeting, determined at any time, including as of the record date for such stockholder meeting.


The preceding is qualified in its entirety by reference to the Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Description

3.1    Amended and Restated Bylaws of NVIDIA Corporation, dated February 12, 2009


This excerpt taken from the NVDA 8-K filed Sep 24, 2008.

(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))

 

 

 


This excerpt taken from the NVDA 8-K filed Sep 22, 2008.

(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))

 

 

 


Item 8.01 Other Events.

On September 19, 2008, NVIDIA Corporation entered into Memoranda of Understanding (“MOUs”) regarding the settlement of the previously disclosed stockholder derivative lawsuits relating to our historical stock option grant practices. The settlement is subject to the execution of definitive stipulations of settlement and preliminary and final approval of the respective courts. NVIDIA expects to provide more details regarding the terms of the settlement following the execution of the definitive stipulations of settlement.


This excerpt taken from the NVDA 8-K filed Sep 18, 2008.

(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))

 

 

 


Item 2.05 Costs Associated with Exit or Disposal Activities.

On September 18, 2008, NVIDIA Corporation announced a workforce reduction to allow for continued investment in strategic growth areas. As a result, NVIDIA expects to eliminate approximately 360 positions worldwide, or about 6.5 percent of our global workforce. The reduction is expected to be completed by the end of the third quarter of fiscal 2009 ending October 26, 2008. We expect to record restructuring-related charges of approximately $7 million to $10 million in the third quarter of fiscal 2009 in connection with the reduction. These pre-tax charges are comprised of severance and related expenses and are expected to be charged primarily against our operating expenses.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with, and contingent upon, the corporate workforce reduction, the Compensation Committee of the Board of Directors approved a proposal by management to reduce to zero any individual variable cash payments that would be payable to our executive officers pursuant to the NVIDIA Corporation Fiscal Year 2009 Variable Compensation Plan. Fiscal 2009 ends January 25, 2009. The Fiscal Year 2009 Variable Compensation Plan is filed as Exhibit 10.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 21, 2008.


This excerpt taken from the NVDA 8-K filed Jul 2, 2008.

(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))

 

 

 


This excerpt taken from the NVDA 8-K filed Mar 27, 2008.

(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))

 

 

 


This excerpt taken from the NVDA 8-K filed Jun 19, 2007.

(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))

 



This excerpt taken from the NVDA 8-K filed Jun 18, 2007.

(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))

 



This excerpt taken from the NVDA 8-K filed Jun 18, 2007.

(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))

 



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