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NVIDIA CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 28, 2014



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

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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

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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.

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