form8kbod.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 3, 2008
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NVIDIA
CORPORATION
(Exact
name of registrant as specified in its
charter)
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Delaware
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0-23985
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94-3177549
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2701
San Tomas Expressway, Santa Clara, CA
(Address
of principal executive offices)
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95050
(Zip
Code)
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Registrant’s
telephone number, including area code: (408) 486-2000
Not
Applicable
(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:
[ ]
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))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
September 3, 2008 Mark A. Stevens was appointed to the Board of Directors (the
"Board") and the Compensation Committee of the Board of NVIDIA Corporation
("NVIDIA").
Mr.
Stevens fills a vacancy created by an increase in the size of the Board of
Directors from eight to nine. The Amended and Restated Certificate of
Incorporation and Bylaws of NVIDIA provide for the Board to be divided into
three classes, with each class having a three year term. Mr. Stevens will be a
member of the second class of the Board, with a term expiring at the 2009 Annual
Meeting of Stockholders. Mr. Stevens served previously as a member of
the NVIDIA Board from 1993 until June 2006.
In
connection with his appointment to the Board, Mr. Stevens was granted a stock
option to purchase 120,000 shares of NVIDIA common stock, at an exercise price
of $11.66, the closing price of NVIDIA common stock as reported on the NASDAQ
Global Select Market on September 3, 2008. The stock option will vest
in equal quarterly installments over a three-year period commencing September 3,
2008.
SIGNATURE
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.
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NVIDIA
Corporation
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Date:
September 8, 2008
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By:
/s/ David M. Shannon
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David
M. Shannon
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Senior
Vice President, General Counsel and
Secretary
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