NVIDIA 8-K 2006
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): March 2, 2006
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 1 - Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
On March 2, 2006, the Board of Directors of NVIDIA Corporation approved a new form of indemnification agreement to replace existing indemnification agreements. The new form is designed to provide members of our Board of Directors, executive officers and other selected officers of NVIDIA, collectively the Covered Parties, the maximum protection available under applicable law in connection with their services to NVIDIA and our affiliates. In connection with any change of control of NVIDIA, the Covered Parties will be entitled to a determination by independent legal counsel of the extent indemnification is permitted under the new form. In addition, unless otherwise approved by our Board of Directors prior to a change of control of NVIDIA, we are required to maintain directors and officers’ insurance with respect to the Covered Parties. We intend to enter into the new form with current and future Covered Parties. The foregoing summary of changes contained in the new form is qualified in its entirety by the indemnification agreement itself, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
SECTION 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 2, 2006, the Board of Directors of NVIDIA Corporation approved our Amended and Restated Bylaws, or the Restated Bylaws, pursuant to which:
The foregoing summary of the Restated Bylaws is qualified in its entirety by the Restated Bylaws themselves, which are attached hereto as Exhibit 3.3 and are incorporated herein by reference.
SECTION 8 - Other Events
Item 8.01 Other Events.
On March 6, 2006, we issued a press release announcing that our Board of Directors had approved a two-for-one stock split of the Company’s outstanding shares of common stock to be effected in the form of a 100% stock dividend. We also announced that our Board of Directors has approved an increase in our existing share repurchase program. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
SECTION 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and 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.