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): May
10, 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 May 10,
2005, the Compensation Committee of the Board of Directors of NVIDIA
Corporation (the "Company") approved the Fiscal Year 2006 Variable Compensation
Plan (the "2006 Plan") which is designed to increase the cash compensation of
the Company’s chief executive officer and senior officers if certain pre-set
corporate and individual targets are achieved during the year.
Under
the 2006 Plan, variable cash compensation will be paid to the Company’s
senior officers if the Company achieves pre-set Company targets and individuals
achieve their individual goals which were determined by the Compensation
Committee for the chief executive officer and by the executive officers for
senior management during the Company’s first quarter. Fifty percent
(50%) of a participant's potential variable cash compensation will be
allocated to the achievement of corporate objectives and fifty percent
(50%) will be allocated to the achievement of individual objectives.
The Company performance criteria for each participant will be based on the
Company's net income or gross margin objectives as set by the Compensation
Committee based on recommendations by the chief executive officer and executive
officers, or on other Company performance goals to be determined by the
Compensation Committee. The individual performance criteria for each participant
will be based on the evaluation of performance objectives or on other criteria
to be determined by the Compensation Committee in the case of the chief
executive officer and by executive officers for senior management. The
achievement of individual targets is determined by the Compensation Committee in
the case of the chief executive officer and by the executive officers in the
case of senior management. Variable compensation resulting from achievement of
the corporate targets is determined by the Compensation Committee.
The
Company's Board of Directors and the Compensation Committee reserve the right to
modify these goals and criteria at any time or to grant additional variable cash
compensation to the executive officers and other senior managers even if the
performance goals are not met.
The 2006
Plan is filed with this report as Exhibit
10.1. The
foregoing descriptions are subject to, and qualified in their entirety by,
the 2006 Plan.
SECTION
9 - Financial Statements and Exhibits
Item 9.01
Exhibits.
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|
(c) |
Exhibits |
|
Exhibit |
|
Description |
|
10.1
|
|
Fiscal
Year 2006 Variable Compensation 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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|
| |
|
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|
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By:
/s/ Marvin D. Burkett |
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Marvin
D. Burkett |
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Date:
May 13, 2005 |
Chief
Financial Officer |
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EXHIBIT
INDEX
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|
|
Exhibit |
|
Description |
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10.1
|
|
Fiscal
Year 2006 Variable Compensation Plan. |
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|
|
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