Form 8-K 2014 Annual Meeting Results





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 23, 2014

NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
0-23985
94-3177549
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

2701 San Tomas Expressway, Santa Clara, CA
(Address of principal executive offices)
95050
(Zip Code)
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 (see General Instruction A.2. below):
[ ] 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))




 
 
 
 
 





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)          Amendment and Restatement of Amended and Restated 2007 Equity Incentive Plan

On May 23, 2014, at the 2014 Annual Meeting of Stockholders, or the 2014 Annual Meeting, of NVIDIA Corporation, our stockholders approved an amendment and restatement of the NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, to increase the available share reserve by ten million (10,000,000) shares as described in our definitive proxy statement for the 2014 Annual Meeting filed with the Securities and Exchange Commission on April 10, 2014, or the Proxy Statement. The 2007 Plan previously had been approved, subject to stockholder approval, by the Compensation Committee of the Board of Directors of NVIDIA, or the Committee. A summary of the 2007 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2007 Plan are qualified in their entirety by reference to the text of the 2007 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Amendment and Restatement of 2012 Employee Stock Purchase Plan

At the 2014 Annual Meeting, our stockholders also approved an amendment and restatement of the NVIDIA Corporation 2012 Employee Stock Purchase Plan, or the 2012 Plan, to increase the available share reserve by twelve million five hundred thousand shares (12,500,000) as described in the Proxy Statement. The 2012 Plan previously had been approved, subject to stockholder approval, by the Committee. A summary of the 2012 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2012 Plan are qualified in their entirety by reference to the text of the 2012 Plan, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.


Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2014 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2014 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 management’s solicitation.

1.    The election of ten (10) directors to serve for a one-year term until the 2015 Annual Meeting of Stockholders of NVIDIA Corporation. The results of the voting were as follows:

a. Robert K. Burgess
     Number of shares For
382,157,879

     Number of shares Withheld
2,949,266

     Number of shares Abstaining
443,596

     Number of Broker Non-Votes
67,829,011


b. Tench Coxe
     Number of shares For
366,436,210

     Number of shares Withheld
18,530,072

     Number of shares Abstaining
584,459

     Number of Broker Non-Votes
67,829,011


c. James C. Gaither
     Number of shares For
362,764,968

     Number of shares Withheld
22,197,729

     Number of shares Abstaining
588,044

     Number of Broker Non-Votes
67,829,011







d. Jen-Hsun Huang
     Number of shares For
381,738,305

     Number of shares Withheld
3,385,064

     Number of shares Abstaining
427,372

     Number of Broker Non-Votes
67,829,011


e. Dawn Hudson
     Number of shares For
382,099,474

     Number of shares Withheld
3,022,721

     Number of shares Abstaining
428,546

     Number of Broker Non-Votes
67,829,011


f. Harvey C. Jones
     Number of shares For
372,049,298

     Number of shares Withheld
12,924,284

     Number of shares Abstaining
577,159

     Number of Broker Non-Votes
67,829,011


g. William J. Miller
     Number of shares For
355,919,869

     Number of shares Withheld
28,997,002

     Number of shares Abstaining
633,870

     Number of Broker Non-Votes
67,829,011


h. Mark L. Perry
     Number of shares For
384,569,882

     Number of shares Withheld
538,597

     Number of shares Abstaining
442,262

     Number of Broker Non-Votes
67,829,011


i. A. Brooke Seawell
     Number of shares For
368,237,752

     Number of shares Withheld
16,725,278

     Number of shares Abstaining
587,711

     Number of Broker Non-Votes
67,829,011


j. Mark A. Stevens
     Number of shares For
376,663,860

     Number of shares Withheld
8,445,490

     Number of shares Abstaining
441,391

     Number of Broker Non-Votes
67,829,011







2.    The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in our Proxy Statement. The results of the voting were as follows:

     Number of shares For
377,792,413

     Number of shares Against
7,170,689

     Number of shares Abstaining
587,639

     Number of Broker Non-Votes
67,829,011


3.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 25, 2015. The results of the voting were as follows:

     Number of shares For
450,846,754

     Number of shares Against
1,968,575

     Number of shares Abstaining
564,423

     Number of Broker Non-Votes


4.    The approval of the amendment and restatement of the 2007 Plan. The results of the voting were as follows:

     Number of shares For
285,091,747

     Number of shares Against
99,912,840

     Number of shares Abstaining
546,154

     Number of Broker Non-Votes
67,829,011


5.    The approval of the amendment and restatement of the 2012 Plan. The results of the voting were as follows:

     Number of shares For
381,481,675

     Number of shares Against
3,541,580

     Number of shares Abstaining
527,486

     Number of Broker Non-Votes
67,829,011



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number
 

                                                          Description  .
10.1(1)
 
Amended and Restated 2007 Equity Incentive Plan 
10.2(2)
 
Amended and Restated 2012 Employee Stock Purchase Plan

(1) Filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, File No. 000-23985, filed with the Securities and Exchange Commission on April 10, 2014, and incorporated herein by reference.

(2) Filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, File No. 000-23985, filed with the Securities and Exchange Commission on April 10, 2014, and incorporated herein by reference.







SIGNATURES
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.
 
NVIDIA Corporation
Date: May 28, 2014
By: /s/ David M. Shannon
 
David M. Shannon
 
Executive Vice President, Chief Administrative Officer and Secretary
 






EXHIBIT INDEX

Exhibit
Number
 

                                                          Description  .
10.1(1)
 
Amended and Restated 2007 Equity Incentive Plan 
10.2(2)
 
Amended and Restated 2012 Employee Stock Purchase Plan

(1) Filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, File No. 000-23985, filed with the Securities and Exchange Commission on April 10, 2014, and incorporated herein by reference.

(2) Filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, File No. 000-23985, filed with the Securities and Exchange Commission on April 10, 2014, and incorporated herein by reference.