NVIDIA 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2005
Registrant’s telephone number, including area code: (408) 486-2000
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))
SECTION 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) On May 16, 2005, effective as of May 17, 2005, the Board of Directors (the “Board”) of NVIDIA Corporation (the “Company”), elected Mark Perry as a new member of the Board. A copy of the press release announcing Mr. Perry’s election is attached as an exhibit to this filing.
Mr. Perry fills a vacancy created by an increase in the size of the Board from eight to nine. The Company’s Amended and Restated Certificate of Incorporation and Bylaws provide for the Board to be divided into three classes, with each class having a three year term. Mr. Perry will be a member of the second class of the Board, with a term expiring at the Company’s 2006 Annual Meeting. Mr. Perry has not yet been named to any of the committees of the Board. NVIDIA expects that the Board will consider Mr. Perry’s committee membership at its next regularly scheduled meeting expected to be held on May 26, 2005.
SECTION 9 - Financial Statements and Exhibits
Item 9.01 Exhibits.
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.