NVIDIA : Current report filing

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): March 6, 2019

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

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

0-23985

2788 San Tomas Expressway, Santa Clara, CA

(Address of principal executive offices)

95051 (Zip Code)Registrant's telephone number, including area code: [phone]

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.

Form of Global Performance-Based Restricted Stock Unit Notice and Global Performance-Based Restricted Stock Unit Agreement

On March 6, 2019, the Compensation Committee of the Board of Directors of NVIDIA Corporation, or the Company, approved a new form of global performance-based restricted stock unit notice and global performance-based restricted stock unit agreement, or the PSU Notice and Agreement, under the Company's Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan. The foregoing description is subject to, and qualified in its entirety by, the 2007 Plan, which was filed on May 21, 2018 with the Company's Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the PSU Notice and Agreement, which is filed with this report as Exhibit 10.1 and is incorporated herein by reference.

Adoption of Fiscal Year 2020 Variable Compensation Plan

On March 8, 2019, the Compensation Committee adopted the Variable Compensation Plan for Fiscal Year 2020, or the 2020 Plan, which provides eligible executive officers the opportunity to earn a variable cash payment based on the level of achievement by the Company of certain corporate performance goals, or the Performance Goals, during fiscal year 2020. The Company operates on a fiscal year ending on the last Sunday in January and designates its fiscal year by the year in which that fiscal year ends (e.g., fiscal year 2020 refers to the Company's fiscal year ending January 26, 2020).

The Compensation Committee has set the Performance Goals for fiscal year 2020 based upon the achievement of specified fiscal year 2020 revenue and has established threshold, base operating plan, and stretch operating plan levels. An eligible participant's variable cash compensation under the 2020 Plan will be based on the achievement by the Company of the Performance Goals in fiscal year 2020.

Unless otherwise determined by the Compensation Committee, a participant must remain an employee through the payment date under the 2020 Plan to be eligible to earn an award.

The following table sets forth the respective target award opportunities for base operating plan achievement for the Company's named executive officers under the 2020 Plan:

Target Award Opportunity forTarget Award Opportunity for Base

Base Operating PlanNamed Executive Officer

Operating Plan Achievement

Achievement as a % of Fiscal Year 2020 Base Salary

Jen-Hsun Huang

$1,100,000 110%

President and Chief Executive Officer Colette M. Kress

$300,000 33%

Executive Vice President and Chief Financial Officer Ajay K. Puri

$650,000 68%

Executive Vice President, Worldwide Field Operations Debora Shoquist

$250,000 29%

Executive Vice President, Operations Timothy S. Teter

$250,000 29%

Executive Vice President, General Counsel and Secretary

The foregoing description is subject to, and qualified in its entirety by, the 2020 Plan, which is filed with this report as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1 10.2

Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2019)

Variable Compensation Plan - Fiscal Year 2020

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.

NVIDIA Corporation

Date: March 8, 2019

By: /s/ Rebecca Peters Rebecca Peters

Vice President, Corporate Affairs and Assistant Secretary

NVIDIA CORPORATION

GLOBAL RESTRICTED STOCK UNIT GRANT NOTICE AMENDED & RESTATED 2007 EQUITY INCENTIVE PLAN

NVIDIA Corporation (the " Company "), pursuant to its Amended & Restated 2007 Equity Incentive Plan (the " Plan "), hereby awards to Participant a Restricted Stock Unit Award for the number of restricted stock units (the "Restricted Stock Units" ) set forth below (the " Award "). The Award is subject to all of the terms and conditions as set forth in this Grant Notice, in the attached Global Restricted Stock Unit Agreement, including any special terms and conditions for Participant's country set forth in any appendix thereto (the " Appendix "), and in the Plan, the latter two being incorporated by reference herein. Capitalized terms not otherwise defined in this Grant Notice or the Global Restricted Stock Unit Agreement (including the Appendix) (collectively, the " Agreement ") will have the meanings set forth in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control.

Participant:

Date of Grant:

Vesting Commencement Date:

Threshold Number of Restricted Stock Units/Shares Subject to Award: (the "Threshold Award")

Target Number of Restricted Stock Units/Shares Subject to Award: (the "Target Award")

Maximum Number of Restricted Stock Units/Shares Subject to Award: (the "Maximum Award")

Actual Award: _______________________________________________________

Vesting Schedule : [Subject to Participant's Continuous Service through each such applicable vesting date, this award will vest as follows: _____________________] [ Single Year PSUs only ] [100% of the Restricted Stock Units subject to the Actual Award will vest on ___________, subject to Participant's Continuous Service through such date] [ Multi Year PSUs only ]. However, this Award will become fully vested with respect to a number of Restricted Stock Units equal to the Target Award prior to such date on the date of Participant's "separation from service" (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions therein, a " Separation from Service ") by reason of death. If the Award is not vested as of Participant's Separation from Service for any other reason, it will immediately expire. Each installment of Restricted Stock Units that vests hereunder is a "separate payment" for purposes of Treasury Regulations Section 1.409A-2(b)(2).

Issuance Schedule:

Except as provided in Section 6 of the Agreement, the Company will issue and deliver one (1) share of Common Stock for each Restricted Stock Unit that has vested under this Award on the date of vesting, but in all cases within the period necessary for compliance with Treasury Regulation Section 1.409A-1(b)(4).

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, all of the terms and conditions set forth in the Agreement and the Plan. Participant acknowledges and agrees that the Agreement may not be modified, amended or revised except as provided in the Plan or the Agreement. Participant further acknowledges that as of the Date of Grant, the Agreement sets forth the entire understanding between Participant and the Company regarding this Award, and supersedes all prior oral and written agreements on that subject with the exception, if applicable, of: (i) the current written employment agreement entered into between the Employer (as defined in Section 9 of the Global Restricted Stock Unit Agreement) and Participant expressly specifying the terms that should govern this Award; (ii) the Company's insider trading policy; and (iii) any compensation recovery policy that is adopted by the Company or one of its Affiliates or is otherwise required by applicable law. By accepting this Award, Participant consents to receive Plan documents by electronic delivery