NVIDIA Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$NVDA
Semiconductors
Technology
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): March 3, 2025
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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.
Adoption of Fiscal Year 2026 Variable Compensation Plan
On March 3, 2025, the Compensation Committee of the Board of Directors, or the Board, of NVIDIA Corporation, or the Company, adopted the Variable Compensation Plan for Fiscal Year 2026, or the 2026 Plan, which provides eligible executive officers the opportunity to earn a variable cash payment based on the level of achievement by the Company of certain corporate performance goals, or the Performance Goals, during fiscal year 2026. The Company operates on a fiscal year ending on the last Sunday in January and designates its fiscal year by the year in which that fiscal year ends. Fiscal year 2026 refers to the Company’s fiscal year ending January 25, 2026.
The Compensation Committee has set the Performance Goals for fiscal year 2026 based upon the achievement of specified fiscal year 2026 revenue and has established threshold compensation plan, base compensation plan, and stretch compensation plan levels.
Unless otherwise determined by the Compensation Committee, a participant must remain an employee through the payment date under the 2026 Plan to be eligible to earn an award.
The following table sets forth the respective target award opportunities for base compensation plan achievement for the Company’s named executive officers under the 2026 Plan:
Named Executive Officer | Target Award Opportunity for Base Compensation Plan Achievement | Target Award Opportunity for Base Compensation Plan Achievement as a % of Fiscal Year 2026 Base Salary | ||||||||||||
Jen-Hsun Huang President and Chief Executive Officer | $3,000,000 | 200% | ||||||||||||
Colette M. Kress Executive Vice President and Chief Financial Officer | $300,000 | 33% | ||||||||||||
Ajay K. Puri Executive Vice President, Worldwide Field Operations | $650,000 | 68% | ||||||||||||
Debora Shoquist Executive Vice President, Operations | $250,000 | 29% | ||||||||||||
Timothy S. Teter Executive Vice President, General Counsel and Secretary | $250,000 | 29% | ||||||||||||
The foregoing description is subject to, and qualified in its entirety by, the 2026 Plan, which is filed with this report as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101) | |||||||
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: March 7, 2025 | By: /s/ Rebecca Peters | |||||||
| Rebecca Peters | ||||||||
| Vice President, Deputy General Counsel and Assistant Secretary | ||||||||