nvda-20230724

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): July 24, 2023

NVIDIA CORPORATION


(Exact name of registrant as specified in its charter)


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

2788 San Tomas Expressway, Santa Clara, CA 95051

(Address of principal executive offices) (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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NVDA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On July 24, 2023, the Board of Directors, or the Board, of NVIDIA Corporation appointed Melissa Lora as a member of the Board and the number of directors constituting the full Board was increased from thirteen to fourteen. Ms. Lora was also appointed to serve as a member of the Audit Committee of the Board.

In connection with her appointment to the Board, Ms. Lora was granted pursuant to our Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan: (a) an initial equity grant of 587 restricted stock units, vesting approximately semi-annually over three years commencing July 24, 2023, and (b) a pro-rated annual equity grant of 590 restricted stock units, of which 265 will vest on November 15, 2023 and 325 will vest on May 15, 2024. Additionally, she was granted a pro-rated annual cash retainer of $77,250, payable starting on July 24, 2023. The 2007 Plan is filed as Exhibit 10.2 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on February 24, 2023.

In addition, we have entered into an indemnity agreement with Ms. Lora in connection with her service as a member of the Board. The form of indemnity agreement is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 7, 2006.

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: July 24, 2023			By: /s/ Rebecca Peters
			Rebecca Peters
			Vice President, Deputy General Counsel and Assistant Secretary