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)
|
· |
references
to Section 2115 of the California General Corporation Law were
removed, as
Section 2115 is no longer applicable to
NVIDIA;
|
· |
provisions
relating to our ability to grant loans to our officers were removed,
as
such loans are no longer permitted under applicable
law;
|
· |
provisions
applicable to NVIDIA prior to our becoming a public company were
removed;
|
· |
references
in the “Officers” section of the Restated Bylaws were revised to conform
to our current organizational
structure;
|
· |
limitations
on director and executive officer indemnification were removed
in order to
conform the Restated Bylaws to the new form of indemnification
agreement
(as discussed in Item 1.01 above);
and
|
· |
the
date for timely receipt of stockholder proposals was changed to
no later
than 120 days prior to the anniversary of the mailing date of the
prior
year’s proxy materials in order to match the deadline set by federal
proxy
statement rules.
|
|
(d)
|
Exhibits
|
Exhibit
|
|
Description
|
3.3
|
Bylaws
of NVIDIA Corporation, Amended and Restated as of March 2,
2006.
|
|
10.1
|
Form
of Indemnity Agreement between NVIDIA Corporation and each of
its
directors, executive officers and other selected
officers.
|
|
99.1
|
|
Press
Release, dated March 6, 2006, entitled “NVIDIA Announces Two-for-One Stock
Split and $400,000,000 Increase in Stock Repurchase
Program.”
|
NVIDIA
Corporation
|
|
By:
/s/ David M. Shannon
|
|
David
M. Shannon
|
|
Date:
March 7, 2006
|
Senior
Vice President, General Counsel and Secretary
|
|
|
|
Exhibit
|
|
Description
|
3.3
|
Bylaws
of NVIDIA Corporation, Amended and Restated as of March 2, 2006.
|
|
10.1
|
Form
of Indemnity Agreement between NVIDIA Corporation and each
of its
directors, executive officers and other selected
officers.
|
|
99.1
|
|
Press
Release, dated March 6, 2006, entitled “NVIDIA Announces Two-for-One Stock
Split and $400,000,000 Increase in Stock Repurchase
Program.”
|