NVIDIA 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):March 21, 2011
Registrant’s telephone number, including area code: (408) 486-2000
(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)
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[ ] 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.
Adoption of 2012 Variable Compensation Plan
On March 24, 2011 the Compensation Committee, or the Compensation Committee, of the Board of Directors of NVIDIA Corporation, or the Board of Directors, approved the Fiscal Year 2012 Variable Compensation Plan, or the 2012 Plan, which is designed to provide variable cash compensation to our chief executive officer and other senior officers, or the Participants, as determined by our Compensation Committee, if certain pre-set corporate and/or individual targets are achieved during fiscal 2012. 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 2012 refers to our fiscal year ending January 29, 2012.
Under the 2012 Plan, variable cash compensation will be paid to the Participants resulting from achievement of the corporate targets if we exceed pre-set threshold, target or maximum net income levels, as adjusted for material non-recurring items, as set by our Compensation Committee and/or if individuals achieve their individual targets which are determined by our Compensation Committee for the chief executive officer and by the chief executive officer in the case of the senior officers. Fifty percent (50%) of a Participant’s potential variable cash compensation will be allocated to the achievement of corporate targets (up to a maximum of 200% of the Participant’s corporate target award) and fifty percent (50%) will be allocated to the achievement of individual targets (up to a maximum of 200% of the Participant’s individual target award).
The achievement of individual targets is determined by our Compensation Committee for the chief executive officer and the senior officers.
The 2012 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 its entirety by, the 2012 Plan.
Appointment of Principal Accounting Officer
On March 21, 2011, Michael Byron, age 45, commenced employment as our Vice President of Finance and principal accounting officer. Mr. Byron assumes the position of principal accounting officer from Karen Burns, who will continue in the position of Interim Chief Financial Officer and principal financial officer.
From November 2010 to March 2011, Mr. Byron served as Senior Director, Business Operations Accounting for Cisco Systems, Inc., a communications technology company. From November 2007 to November 2010, Mr. Byron served as NVIDIA’s Vice President and Corporate Controller and from 2002 to 2007, Mr. Byron served as NVIDIA’s Corporate Controller and Director of Finance. From May 2000 to July 2002, Mr. Byron served as the Corporate Controller for Vicinity Corporation, a provider of location-based technology solutions. From 1998 to 2000, Mr. Byron served as Financial Reporting Manager for Informix Corporation, a database management systems company. Mr. Byron also served eight years as an audit manager with Deloitte LLP, a global public accounting firm, primarily in its Silicon Valley- and Spain-based practices. Mr. Byron holds a Bachelor of Arts in Business Economics from University of California, Santa Barbara.
Mr. Byron’s offer letter, dated March 16, 2011, or the Offer Letter, provides that Mr. Byron will be employed by NVIDIA “at will” and contains the following additional terms:
A copy of the Offer Letter is filed hereto as Exhibit 10.2 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.
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.