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): February
7, 2005
|
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.) |
| |
2701
San Tomas Expressway, Santa Clara, CA |
95050 |
| |
| |
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code: (408)
486-2000
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
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
February 7, 2005 and February 11, 2005, the Compensation Committee of the Board
of Directors (the “Compensation Committee”) of NVIDIA Corporation (the
“Company”) authorized the cash payment of variable compensation awards in
respect of its fiscal year ended January 30, 2005 (“Fiscal Year 2005”). Cash
awards for the named executive officers were based on metrics established by the
Compensation Committee in February 2004. The amount of variable compensation
awards was based one half on individual performance through the achievement of
previously established key objectives and the other half was based on corporate
performance through the achievement of revenue and gross margin targets. The
Compensation Committee did not award variable compensation awards based on
corporate performance as the Company did not achieve the previously established
revenue and gross margin targets for Fiscal Year 2005. The following table sets
forth the cash bonuses to be paid to the named executive officers as a result of
their individual performance during Fiscal Year 2005:
|
Name |
Title |
Award |
|
Jen-Hsun
Huang |
Chief
Executive Officer and President |
$480,000 |
|
Marvin
D. Burkett |
Chief
Financial Officer |
$180,000 |
|
David
M. Shannon |
Vice
President and General Counsel |
$120,000 |
|
Jeffrey
Fisher |
Executive
Vice President of Worldwide Sales |
$150,000 |
|
Di
Ma |
Vice
President of Operations |
$125,000 |
The
Company will pay the variable performance awards during the first quarter of its
fiscal year 2006.
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 |
| |
|
| |
|
| |
|
| |
By:
/s/ Marvin D. Burkett |
| |
Marvin
D. Burkett |
|
Date:
February 11, 2005 |
Chief
Financial Officer |
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|