Annual Reports

 
Quarterly Reports

 
8-K

 
Other

  • Form 4 (Oct 12, 2017)
  • Form 4 (Oct 11, 2017)
  • Form 4 (Oct 4, 2017)
  • Form 4 (Sep 22, 2017)
  • Form 4 (Sep 18, 2017)
  • Form 4 (Sep 13, 2017)
NVIDIA DEFA14A 2007
Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.     )

 

Filed by the Registrant   x  

Filed by a Party other than the Registrant

  ¨  

Check the appropriate box:

 

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Pursuant to § 240.14a-12

NVIDIA Corporation


(Name of Registrant as Specified In Its Charter)

N/A


(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

 

x

   No fee required.

¨

   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.

   Title of each class of securities to which transaction applies:
 

2.

   Aggregate number of securities to which transaction applies:
 

3.

   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 

4.

   Proposed maximum aggregate value of transaction:
 

5.

   Total fee paid:
 

¨

   Fee paid previously with preliminary materials.


¨

  

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1.

   Amount Previously Paid:
 

2.

   Form, Schedule or Registration Statement No.:
 

3.

   Filing Party:
 

4.

   Date Filed:
 

 


LOGO

 

2007 Equity Compensation Plan

Highlights from the 2007 Proxy

June 2007


LOGO

 

2007 Plan

Asking for 9.7M More Shares

1998 Equity Incentive Plan will expire in Feb 2008

This plan is a Shareholder approved plan used for equity grants to our executive staff and directors

The new 2007 Plan will replace all existing equity plans:

1998 Equity Incentive Plan

1998 Non-employee Directors’ Stock Option Plan

2000 Nonstatutory Equity Incentive Plan

PortalPlayer, Inc. 2004 Stock Incentive Plan

Asking for 9.7 million additional shares

27.5 million shares total when added to shares currently available

At least two-years’ worth of option grants under current compensation programs


LOGO

 

Historic Option Use

    

Fiscal 2005

 

Fiscal 2006

 

Fiscal 2007

 

Fiscal 2008
to 4/6/07(4)

Revenue

  

$2.01
billion

 

$2.38
billion

 

$3.07
billion

 

—  

GAAP net income

  

$88.6
million

 

$301.2
million

 

$448.8
million

 

—  

Headcount growth

  

15%

 

30%

 

49%

 

—  

Total shares outstanding

  

334,179,090

 

342,954,912

 

360,998,504

 

361,950,370

Options outstanding

  

92,320,314

 

87,958,480

 

73,994,662

 

74,345,177

Shares available for grant

  

45,023,408

 

31,310,976

 

21,780,284

 

17,633,674

Net options awarded (1)

  

12,890,654

 

13,712,432

 

10,622,075

 

4,146,610

Total dilution (2)

  

29.1%

 

25.8%

 

21.0%

 

20.3%

Net burn rate (3)

  

3.9%

 

4.0%

 

2.9%

 

2.25%-
2.75%

                

(full-year
target)

Shares repurchased

  

4,168,706

 

12,804,340

 

10,337,429

 

(5)

(1) Net options awarded equals total options granted minus cancellations and forfeitures.

(2) Total dilution = (options outstanding + shares available for grant) (total shares outstanding + options outstanding + shares available for grant)

(3) Net burn rate equals net options awarded divided by total shares outstanding.

(4) The numbers in this column do not include the approximately 9.7 million shares we are requesting.

(5) The total number of shares repurchased in Q1 FY08 was 3,958,555.

Sources: NVIDIA Proxy Statement dated May 9, 2007 and NVIDIA 10-Q for the quarter ended April 29, 2007.


LOGO

 

Stock Options Central to Compensation Philosophy

High growth technology company – earnings growth of 782% over past 5 years

Stock options required to attract and retain the world’s best talent – grants based on performance

84% of outstanding options held by rank-and-file

Employees tend to hold options: 55% of outstanding options are fully vested, 99% of which are in the money

Low turnover: 9% versus industry benchmark of 17%

Sources: NVIDIA analysis of net income and NVIDIA Proxy Statement dated May 9, 2007.


LOGO

 

Comp Committee and Management Carefully Managing Option Use

Total dilution decreased from 29.1% to 20% over past 2 years

Net burn rate decreased from 4% in FY05 and FY06 to 3% in FY07 (FY08 target is 2.25 - 2.75%)

Expiration term of options decreased from 10 to 6 years (25% of the current options outstanding have to be exercised or will expire in next 3 years)

Repurchased 23.1M shares while granted 24.3m shares in FY06 and FY07

Source: NVIDIA Proxy Statement dated May 9, 2007.


LOGO

 

Split Recommendation Proxy Advisory Services

Glass Lewis & Co

Recommend vote FOR the new plan

Pay-for-Performance grade of “A”

ISS

Recommend vote AGAINST plan

Estimated SVT of 19% exceeds allowable cap of 12%

ISS Burn Rate Policy: Pass

ISS Pay for Performance Policy: Pass

Sources:

Glass Lewis & Co, 2007 NVIDIA Corporation Proxy Paper.

ISS US Proxy Advisory Services, Report on NVIDIA Corporation published June 8, 2007.


LOGO

 

SVT Calculation Should Exclude

Vested, Exercised, In-the-Money Options

40,490,539 shares of options are vested, unexercised, in-the-money

If 73,994,662 shares are excluded, we believe SVT is 11.6% and within ISS guideline

Sources: ISS US Proxy Advisory Services, Report on NVIDIA Corporation published June 8, 2007 and NVIDIA analysis

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki