NVIDIA Corp Reports Director Changes and Compensation Updates

Ticker: NVDA · Form: 8-K · Filed: 2025-03-07T00:00:00.000Z

Sentiment: neutral

Topics: governance, executive-compensation, board-of-directors

Related Tickers: NVDA

TL;DR

NVIDIA's board is shuffling, with exec comp changes filed. Keep an eye on governance.

AI Summary

On March 3, 2025, NVIDIA Corporation filed an 8-K report detailing changes in its board of directors and executive compensation. The filing indicates the departure of certain officers and the election of new directors, alongside updates to compensatory arrangements for key executives. Specific details regarding the individuals involved and the financial implications of these changes are outlined within the report.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in executive and director roles, while common, can sometimes precede significant strategic shifts or indicate internal dynamics that warrant investor attention.

Key Numbers

Key Players & Entities

FAQ

Who are the departing directors or officers?

The filing indicates the departure of certain officers and the election of new directors, but specific names are not detailed in the provided excerpt.

What are the key changes in compensatory arrangements?

The filing mentions updates to compensatory arrangements for certain officers, but the specific details of these arrangements are not provided in this excerpt.

When was the earliest event reported in this filing?

The earliest event reported in this filing was on March 3, 2025.

What is NVIDIA's principal executive office address?

NVIDIA's principal executive offices are located at 2788 San Tomas Expressway, Santa Clara, CA 95051.

What is the SIC code for NVIDIA?

NVIDIA's Standard Industrial Classification (SIC) code is 3674, for Semiconductors & Related Devices.

From the Filing

0001045810-25-000039.txt : 20250307 0001045810-25-000039.hdr.sgml : 20250307 20250307170913 ACCESSION NUMBER: 0001045810-25-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20250303 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250307 DATE AS OF CHANGE: 20250307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NVIDIA CORP CENTRAL INDEX KEY: 0001045810 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 943177549 STATE OF INCORPORATION: DE FISCAL YEAR END: 0125 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23985 FILM NUMBER: 25721175 BUSINESS ADDRESS: STREET 1: 2788 SAN TOMAS EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 408-486-2000 MAIL ADDRESS: STREET 1: 2788 SAN TOMAS EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 FORMER COMPANY: FORMER CONFORMED NAME: NVIDIA CORP/DE DATE OF NAME CHANGE: 20020612 FORMER COMPANY: FORMER CONFORMED NAME: NVIDIA CORP/CA DATE OF NAME CHANGE: 19980303 8-K 1 nvda-20250303.htm 8-K nvda-20250303 0001045810 false 0001045810 2025-03-03 2025-03-03 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 NVIDIA CORP ORATION (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 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 2

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