form8kotherevents.htm
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): September 17,
2007
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NVIDIA
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-23985
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94-3177549
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2701
San Tomas Expressway, Santa Clara, CA
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95050
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(Address
of principal executive offices)
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(Zip Code)
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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))
Section
5 –
Corporate
Governance and
Management
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Directors.
Appointment
of Senior Vice President of Operations
On
September 17, 2007, NVIDIA Corporation, or the Company, appointed Debora
Shoquist, 52, as the Company’s new Senior Vice President of Operations.
Prior to her appointment as an executive officer, Ms. Shoquist served as
the
Senior Vice President of Operations at JDSU Corporation, a provider of
communications test and measurement solutions and optical products for the
telecommunications industry, from March 2004 to May 2007. From February
2002 through February 2004, Ms. Shoquist served as Senior Vice President
and
General Manager of the Electro-Optics Group at Coherent, Inc., a supplier
of
photonics-based solutions. From 1991 to 2001, Ms. Shoquist held several
roles at Quantum Corporation, a mass storage company, including service as
President and General Manager of the Personal Computing Storage Division
and
Executive Vice President of Hard Disk Drive Operations. From 1981 to 1991,
Ms. Shoquist served in various engineering, production, and manufacturing
roles
at Hewlett Packard Corporation, a provider of products, technologies, software,
solutions and services. Ms. Shoquist holds a B.S. degree in Electrical
Engineering from Kansas State University and a B.S. in Biology from Santa
Clara
University.
The
material terms of our offer letter to Ms. Shoquist, dated September 13,
2007, which describes the terms of Ms. Shoquist’s employment with the
Company, are as follows:
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Base
salary of $275,000 per year.
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Participation
in the NVIDIA Corporation Fiscal Year 2008 Variable Compensation Plan,
or the
Plan, with a target variable compensation amount equal to $225,000 pro-rated
based on Ms. Shoquist’s start date. Pursuant to the terms of the Plan,
Ms. Shoquist’s variable compensation payout will be based fifty percent (50%)
on the Company performance against certain pre-established objectives and
fifty percent (50%) on the achievement of pre-established individual key
objectives. A description of the Plan is contained in our definitive
proxy statement for the Company’s 2007 Annual Meeting of Stockholders filed
with the Securities and Exchange Commission on May 9, 2007. The Plan is
filed as Exhibit 10.1 to our Form 8-K filed with the Securities and Exchange
Commission on April 5, 2007.
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An
initial stock option
grant to purchase 250,000 shares of NVIDIA common stock. The exercise price
of
the stock option grant will be the closing price as reported on the NASDAQ
Global Select Market on October 5, 2007. The grant will vest in equal
quarterly installments over a three year period beginning on Ms. Shoquist’s
start date. The option will have a term of six years. The terms of the
option
will be governed by the terms of the Company’s 2007 Equity Incentive Plan
which is filed as Exhibit 10.1 to the Company’s Form 8-K filed with the
Securities and Exchange Commission on June 27, 2007.
- Eligibility
to participate in our 1998 Employee Stock Purchase Plan which is filed as
Exhibit 99.4 to the Company’s Form S-8 filed with the Securities and Exchange
Commission on December 8, 2000.
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Eligibility
to participate in our comprehensive benefit programs.
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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Date:
September 21, 2007
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By:
/s/ Marvin D. Burkett
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Marvin
D. Burkett
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Chief
Financial Officer
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