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
16, 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
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) On
May 16, 2005, effective as of May 17, 2005, the Board of Directors (the “Board”)
of NVIDIA Corporation (the “Company”), elected Mark Perry as a new member of the
Board. A copy of the press release announcing Mr. Perry’s election is attached
as an exhibit to this filing.
Mr. Perry
fills a vacancy created by an increase in the size of the Board from eight to
nine. The Company’s Amended and Restated Certificate of Incorporation and Bylaws
provide for the Board to be divided into three classes, with each class having a
three year term. Mr. Perry will be a member of the second class of the Board,
with a term expiring at the Company’s 2006 Annual Meeting. Mr. Perry has not yet
been named to any of the committees of the Board. NVIDIA expects that the Board
will consider Mr. Perry’s committee membership at its next regularly scheduled
meeting expected to be held on May 26, 2005.
SECTION
9 - Financial Statements and Exhibits
Item 9.01
Exhibits.
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(c) |
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Exhibits |
|
Exhibit |
|
Description |
|
99.1
|
|
Press
Release, dated May 19, 2005, entitled “NVIDIA Appoints Mark L. Perry to
Board of Directors.” |
| |
|
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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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By:
/s/ Marvin D. Burkett |
| |
Marvin
D. Burkett |
|
Date:
May 20, 2005 |
Chief
Financial Officer |
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EXHIBIT
INDEX
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|
|
|
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Exhibit |
|
Description |
|
99.1
|
|
Press
Release, dated May 19, 2005, entitled “NVIDIA Appoints Mark L. Perry to
Board of Directors.” |
| |
|
|
| |
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