8-K

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 4, 2020

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.)

2788 San Tomas Expressway, Santa Clara, CA 95051

(Address of principal executive offices) (Zip Code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NVDA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 2021 Variable Compensation Plan

On March 4, 2020, the Compensation Committee of the Board of Directors of NVIDIA Corporation, or the Company, adopted the Variable Compensation Plan for Fiscal Year 2021, or the 2021 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 2021. 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 2021 refers to the Company’s fiscal year ending January 31, 2021.

The Compensation Committee has set the Performance Goals for fiscal year 2021 based upon the achievement of specified fiscal year 2021 revenue and has established threshold, base operating plan, and stretch operating plan levels. An eligible participant’s variable cash compensation under the 2021 Plan will be based on the achievement by the Company of the Performance Goals in fiscal year 2021.

Unless otherwise determined by the Compensation Committee, a participant must remain an employee through the payment date under the 2021 Plan to be eligible to earn an award.

The following table sets forth the respective target award opportunities for base operating plan achievement for the Company’s named executive officers under the 2021 Plan:

Named Executive Officer	Target Award Opportunity for Base Operating Plan Achievement	Target Award Opportunity for Base Operating Plan Achievement as a % of Fiscal Year 2021 Base Salary
Jen-Hsun Huang President and Chief Executive Officer	$1,500,000	150%
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 2021 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	Variable Compensation Plan - Fiscal Year 2021

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 10, 2020	By: /s/ Rebecca Peters
	Rebecca Peters
	Vice President, Corporate Affairs and Assistant Secretary

EX-10.1

VARIABLE COMPENSATION PLAN - FISCAL YEAR 2021

Overview

The compensation philosophy of NVIDIA Corporation (the “Company”) is to attract, motivate, retain and reward its management through a combination of base salary and performance based compensation. Certain Senior Officers, as defined below (collectively, the “Participants”), who are employed at the Company during fiscal year 2021 and, unless otherwise determined by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”), are employees of the Company through the date that any amounts earned hereunder are paid, will be eligible to earn compensation under the Fiscal Year 2021 Variable Compensation Plan (the “Plan”). The Plan is designed to award compensation for performance in fiscal year 2021 to a Participant if the Company achieves certain corporate performance goals (the “Performance Goals”).

For purposes of the Plan, only the Company’s chief executive officer, chief financial officer and other named executive officers shall be considered “Senior Officers.” The Committee shall determine the persons to be specified as Senior Officers for purposes of this Plan and the Senior Officers who may be Participants hereunder.

Determination of Fiscal Year 2021 Payments

Each Participant is eligible to earn compensation under the Plan for fiscal year 2021 at a specified base amount (the “BasePayment Amount”) if the Company achieves its Performance Goals at a specified base level. A Participant’s Base Payment Amount is based on the difficulty and responsibility of each position. For fiscal year 2021, each Participant’s Base Payment Amount will be entirely allocated to the achievement of the Performance Goals. The actual amount of compensation that may be earned by and paid to each Participant under this Plan (the “Actual Payment Amount”) may be more or less than his or her Base Payment Amount as described more fully below.

The Committee has set the Performance Goals for the Participants based on achievement of fiscal year 2021 revenue at specified threshold, base and stretch levels (the “Threshold,” “Base Operating Plan” and “Stretch Operating Plan,” respectively). For purposes of the Plan, the “Actual Result” is defined as revenue, as reported on the Company’s income statement for fiscal year 2021, subject to adjustments if and to the extent determined appropriate by the Committee to reflect the exclusion of revenue from mergers with or acquisitions by the Company completed during fiscal year 2021.

The Actual Payment Amount for each Participant shall be determined pursuant to the following:

• If the Actual Result is less than the Threshold, a Participant will not earn any Actual Payment Amount.

• If the Actual Result equals the Threshold, each Participant may earn an Actual Payment Amount equal to 50% of his or her Base Payment Amount.

• If the Actual Result exceeds the Threshold but is less than the Base Operating Plan, each Participant may earn an Actual Payment Amount pursuant to the formula set forth below:

Actual Payment Amount = [((Actual Result - Threshold) / (Base Operating Plan - Threshold)) * 50%) + 50%] * Base Payment Amount

• If the Actual Result equals the Base Operating Plan, each Participant may earn an Actual Payment Amount equal to 100% of his or her Base Payment Amount.

• If the Actual Result exceeds the Base Operating Plan but is less than the Stretch Operating Plan, each Participant may earn an Actual Payment Amount pursuant to the formula set forth below:

Actual Payment Amount = [((Actual Result - Base Operating Plan) / (Stretch Operating Plan - Base Operating Plan)) + 1] * Base Payment Amount

• If the Actual Result equals or exceeds the Stretch Operating Plan, each Participant may earn an Actual Payment Amount equal to two (2) times his or her Base Payment Amount. In no event may any Participant earn an Actual Payment Amount in excess of two (2) times his or her Base Payment Amount.

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Miscellaneous Provisions

Any payments under this Plan shall be made in the form of cash following the end of fiscal year 2021, on such schedule as may be approved by the Committee in its discretion, but in all cases in compliance with the short-term deferral exemption from Section 409A of the Internal Revenue Code of 1986, as amended.

Participation in the Plan shall not alter in any way the at will nature of the Company’s employment of a Participant, and such employment may be terminated at any time for any reason, with or without cause and with or without prior notice.

Notwithstanding whether this Plan is referenced in another agreement, policy, arrangement or other document, only the Board or the Committee may amend or terminate this Plan at any time.

Any payments or other benefits paid under this Plan shall be subject to the Company’s Clawback Policy. By accepting any payment hereunder, the Participant agrees to be subject to the Clawback Policy.

This Plan shall be governed by and construed in accordance with the laws of the State of California, without regard to its principles of conflicts of laws.

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XML

Document and Entity Information Document	Mar. 04, 2020
Cover page.
Document Type	8-K
Document Period End Date	Mar. 04, 2020
Entity Registrant Name	NVIDIA CORP
Entity Central Index Key	0001045810
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-23985
Entity Tax Identification Number	94-3177549
Entity Address, Address Line One	2788 San Tomas Expressway
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95051
City Area Code	408
Local Phone Number	486-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	NVDA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false