8-KLeadership ChangesExhibits & Filings

NVIDIA CORP 8-K Report, Executive Changes (Dec 14, 2011)

Filed December 14, 2011For Securities:NVDA

Summary

This NVIDIA Corporation (NVDA) 8-K filing from December 2011 announces the appointment of Robert Burgess to its Board of Directors. This appointment is accompanied by the granting of stock options designed to incentivize and align Mr. Burgess's interests with those of shareholders. The initial stock option grant vests over three years, while an annual grant has specific vesting dates in early 2012. These options are priced at the January 10, 2012 closing price, suggesting a forward-looking incentive structure. Investors should note that while this filing primarily concerns a board-level change and associated compensation, it reflects NVIDIA's ongoing commitment to attracting and retaining experienced leadership through equity-based compensation. The details of the stock options, including vesting schedules and exercise price determination, provide insight into the company's compensation philosophy for its directors. The filing also references existing equity incentive plans and indemnity agreements, indicating established corporate governance practices.

Key Highlights

  • 1Robert Burgess appointed to NVIDIA's Board of Directors effective December 8, 2011.
  • 2Mr. Burgess received an initial stock option grant for 50,000 shares, vesting quarterly over three years.
  • 3An annual stock option grant of 16,041 shares was also awarded to Mr. Burgess, with specific vesting dates in February and May 2012.
  • 4Both stock option grants will have an exercise price equal to the closing price of NVIDIA common stock on January 10, 2012.
  • 5An indemnity agreement has been entered into with Mr. Burgess for his services as a board member.
  • 6The filing references NVIDIA's 2007 Equity Incentive Plan and related filings for further details on equity compensation.

Frequently Asked Questions

Robert Burgess was appointed to NVIDIA's Board of Directors. The filing does not provide specific details about his background or the strategic reasons for his appointment, but it is common for companies to add directors with relevant experience to enhance board expertise.

Mr. Burgess received two types of stock options: an initial grant of 50,000 shares that vests equally over three years starting December 8, 2011, and an annual grant of 16,041 shares with scheduled vesting in February and May 2012. The exercise price for both will be set at NVIDIA's closing stock price on January 10, 2012.

The appointment of a new director, coupled with equity grants, is a standard governance practice. The stock options are designed to align the director's financial interests with those of shareholders by providing potential upside if the company's stock price increases. The dilutive effect of these grants is relatively small given the total number of shares outstanding.

Further details about NVIDIA's equity compensation can be found by referring to the company's 2007 Equity Incentive Plan, which is filed as Exhibit 10.15 to NVIDIA's Form 10-Q filed on December 7, 2010, and other referenced exhibits in this 8-K filing.