UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 7, 2024
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On November 7, 2024, the Board of Directors, or the Board, of NVIDIA Corporation appointed Ellen Ochoa as a member of the Board and the number of directors constituting the full Board was increased from twelve to thirteen. Dr. Ochoa is expected to be appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board.
In connection with her appointment to the Board, Dr. Ochoa will be granted pursuant to our Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan: (a) an initial equity grant of 1,848 restricted stock units, vesting approximately semi-annually over three years, and (b) a pro-rated annual equity grant of 1,321 restricted stock units, all of which will vest on May 21, 2025. Additionally, she was granted a pro-rated annual cash retainer of $53,800, payable starting on November 7, 2024. The 2007 Plan is filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or the SEC, on August 28, 2024.
In addition, we have entered into an indemnity agreement with Dr. Ochoa in connection with her service as a member of the Board. The form of indemnity agreement is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 7, 2006.
SIGNATURE
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.
| NVIDIA Corporation | |||||
| Date: November 7, 2024 | By: /s/ Rebecca Peters | ||||
| Rebecca Peters | |||||
| Vice President, Deputy General Counsel and Assistant Secretary | |||||