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): May 18, 2011
(Exact name of registrant as specified in its charter)
Registrants 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):
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provided that our Board of Directors be divided into three classes, with each class having a three-year term.
Amendment to Amended and Restated Certificate of Incorporation
On May 18, 2011, at the 2011 Annual Meeting of the Stockholders of NVIDIA Corporation, or the 2011 Annual Meeting, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, or the Amendment, to declassify the Board of Directors and provide for the annual election of all directors. The Amendment was filed with the Secretary of State of the State of Delaware on May 23, 2011 and was effective as of such date. Pursuant to the Amendment, directors who have been elected to three-year terms prior to the filing of the Amendment (including directors elected at the 2011 Annual Meeting) will complete those terms. Thereafter, their successors will be elected to one-year terms and from and after the 2014 Annual Meeting of the Stockholders of NVIDIA Corporation, all directors will stand for election annually. The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Amended and Restated Bylaws
Our Board of Directors previously approved an amendment to our Amended and Restated Bylaws to eliminate the Board of Directors classified structure in the same manner as the Amendment, which became effective upon the filing of the Amendment with the Secretary of State of the State of Delaware on May 23, 2011. The Amended and Restated Bylaws are filed as Exhibit 3.2 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2011 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2011 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 managements solicitation.
The other directors whose term of office as a director continued after the 2011 Annual Meeting are Tench Coxe, James C. Gaither, Jen-Hsun Huang, Mark L. Perry, A. Brooke Seawell and Mark A. Stevens.
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.