FORM 8-K EQUITY INCENTIVE PLAN
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): April 24,
2007
NVIDIA
CORPORATION
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
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0-23985
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94-3177549
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(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
2701
San Tomas Expressway, Santa Clara, CA
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95050
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|
(Address
of principal executive offices)
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(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:
[
]
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))
SECTION 5
- Corporate Governance and
Management
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 April
24, 2007, the Compensation Committee of the Board of Directors
of NVIDIA Corporation approved the 2007 Equity Incentive Plan, or the 2007
Plan, subject to approval by our stockholders. The 2007 Plan provides for the
grant of incentive stock options, nonstatutory stock options, restricted stock
awards, restricted stock unit awards, stock appreciation rights, performance
stock awards, performance cash awards, and other stock-based awards,
collectively, the “stock awards.” Stock awards may be granted under the 2007
Plan to our employees, directors and consultants.
If
approved by stockholders at our 2007 Annual Meeting, which is scheduled for
June
21, 2007, the 2007 Plan will consolidate and replace all of our outstanding
equity incentive plans. Specifically, the 2007 Plan will succeed our 1998 Equity
Incentive Plan, our 1998 Non-Employee Directors’ Stock Option Plan, our 2000
Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock
Incentive Plan, which we assumed when we acquired PortalPlayer, Inc. in January
2007. We refer to all our outstanding equity incentive plans together as the
Prior Plans.
The
maximum number of shares of common stock available for issuance under the 2007
Plan is 101,845,177 shares, which is equal to (i) all of the shares remaining
available for issuance under the Prior Plans (including shares subject to
issuance under outstanding stock awards previously granted under the Prior
Plans), which amount is approximately 91,978,851 shares as of April 6, 2007,
and
(ii) a number of shares, to be determined as of the date the 2007 Plan is
approved by our stockholders, that when added to the number of shares then
remaining available for issuance under the Prior Plans, results in a total
share
reserve of 101,845,177 shares of common stock, which, as of April 6, 2007,
was
approximately 9,666,326 shares. The shares of common stock subject to stock
awards granted under the 2007 Plan (including any awards granted under the
Prior
Plans) that expire, are forfeited because of a failure to vest, or otherwise
terminate without being exercised in full will return to the 2007 Plan and
be
available for issuance under the 2007 Plan. The shares issued upon the exercise
of awards outstanding under the Prior Plans will reduce the shares available
for
issuance under the 2007 Plan.
In
the
event of a corporate transaction or a change of control, outstanding stock
awards under the 2007 Plan may be assumed, continued, or substituted by the
surviving corporation. If the surviving corporation does not assume, continue,
or substitute such stock awards, then (a) any stock awards that are held by
individuals performing services for NVIDIA immediately prior to the effective
time of the transaction will become fully vested and exercisable and will be
terminated if not exercised prior to the effective date of the transaction,
and
(b) all other outstanding stock awards will be terminated if not exercised
on or
prior to the effective date of the transaction.
The
Board
or a duly appointed committee thereof may suspend or terminate the 2007 Plan
at
any time. The 2007 Plan is scheduled to terminate immediately prior to the
10th
anniversary of the date it was adopted by the Compensation Committee. No rights
may be granted under the 2007 Plan while the 2007 Plan is suspended or after
it
is terminated. The Board or a duly appointed committee thereof may amend or
modify the 2007 Plan at any time, subject to any required stockholder approval.
To the extent required by applicable law or regulation, and except as otherwise
provided in the 2007 Plan, stockholder approval will be required for any
amendment that (a) materially increases the number of shares available for
issuance under the 2007 Plan, (b) materially expands the class of individuals
eligible to receive stock awards under the 2007 Plan, (c) materially increases
the benefits accruing to the participants under the 2007 Plan or materially
reduces the price at which shares of common stock may be issued or purchased
under the 2007 Plan, (d) materially extends the term of the 2007 Plan, or (e)
expands the types of awards available for issuance under the 2007 Plan.
The 2007
Plan is filed with this report as Exhibit 10.1 and is incorporated herein by
reference. The foregoing description is subject to, and qualified in its
entirety by, the 2007 Plan.
SECTION
9 - Financial Statements and Exhibits
Item 9.01
Exhibits.
(d)
Exhibit
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Description
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10.1
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2007
Equity Incentive Plan.
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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.
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NVIDIA
Corporation
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Date:
April 30,
2007
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By:
/s/ Marvin D. Burkett
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Marvin
D. Burkett
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Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
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Description
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10.1
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2007
Equity Incentive Plan.
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