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Form 8-K NVIDIA CORP For: Jun 17

June 17, 2019 4:28 PM





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): June 17, 2019

NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
0-23985
94-3177549
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2788 San Tomas Expressway, Santa Clara, CA
(Address of principal executive offices)
95051
(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 (see General Instruction A.2. below):
[ ] 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 o
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. o
 
 
 
 
 






Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2019, the Board of Directors of NVIDIA Corporation (“NVIDIA” or the “Company”) appointed Donald F. Robertson Jr. as Vice President, Chief Accounting Officer and Principal Accounting Officer of NVIDIA, effective as of the date of his employment start date on June 17, 2019. Mr. Robertson will report to Colette Kress, Executive Vice President and Chief Financial Officer.
Mr. Robertson, age 50, most recently served at Western Digital Corporation as Vice President, Finance and Chief Accounting Officer in 2019 and Vice President, Accounting form 2016 to 2019. Mr. Robertson previously served as Vice President and Chief Accounting Officer for SanDisk Corporation from 2011 to 2016 and its Corporate Controller from 2006 to 2011. Mr. Robertson is a certified public accountant, holds a B.A. degree in Quantitative Economics and Decision Sciences from University of California, San Diego and a M.S. degree in Accounting from San Jose State University.
Mr. Robertson will assume the Chief Accounting Officer and Principal Accounting Officer position from Michael Byron, who will assume a new finance role within NVIDIA, effective as of June 17, 2019, as Vice President, Finance, Merger & Acquisition Integration and Financial Systems.
Mr. Robertson’s offer letter provides that Mr. Robertson will be employed by NVIDIA “at will” and contains the following additional terms:
(1)
He will receive an annual base salary of $650,000;
(2)
He will receive a sign on bonus of $600,000, which must be repaid to NVIDIA if he resigns or is terminated prior to his first anniversary of his employment;
(3)
He will receive a grant of 15,000 Restricted Stock Units (RSUs). The RSUs will vest and be issued approximately over a four (4) year period, with 25% of the shares subject to the RSU being issued on September 16, 2020 and 6.25% of the shares subject to the RSU being issued every three months thereafter, on the second Wednesday in December and the third Wednesdays in March, June and September; provided in each case he remains employed with NVIDIA on each vesting/issuance date. The terms of the RSUs will be governed by the Amended and Restated NVIDIA Corporation 2007 Equity Incentive Plan, filed as Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on May 21, 2018, and the form of Global RSU grant notice and Global RSU agreement filed as Exhibit 10.19 to the Annual Report on Form 10-K for the fiscal year ended January 27, 2019, filed with the SEC on February 21, 2019;
(4)
He will be eligible to participate in the Amended and Restated NVIDIA Corporation 2012 Employee Stock Purchase Plan, which is filed as Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on May 21, 2018; and
(5)
He will be eligible to participate in our comprehensive benefits programs.

A copy of the offer letter is filed hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the offer letter is subject to, and qualified in its entirety by, the offer letter.
Mr. Robertson has also entered into NVIDIA’s standard indemnity agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K (File No. 0-23985) filed with the SEC on March 7, 2006, which would require NVIDIA to indemnify Mr. Robertson, under the circumstances and to the extent provided for therein, against certain expenses and other amounts incurred by Mr. Robertson as a result of being made a party to certain actions, suits, proceedings and the like by reason of his position as an officer of NVIDIA.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 
Exhibit No.
 
Description
 
 
10.1
 











SIGNATURES
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: June 17, 2019
By: /s/ Colette M. Kress
 
Colette M. Kress
 
Executive Vice President and Chief Financial Officer


























Exhibit 10.1

May 21, 2019




Donald Robertson

Dear Donald,

NVIDIA is delighted to offer you the position of VP and Chief Accounting Officer. In your new position you will report to Colette Kress and be located in our Santa Clara office. We are excited to welcome you to the team and look forward to a productive working relationship.

Compensation. NVIDIA will pay you an annual base salary at the rate of $650,000.00 per year, less payroll deductions and all required withholdings. You will be paid according to NVIDIA’s standard payroll schedule, which is currently semi-monthly. Your compensation may be subject to adjustment at any time at NVIDIA’s sole discretion.

Sign-On and Anniversary Bonus.  Additionally, you will receive a sign-on bonus in the gross pre-tax amount of $600,000.00, less withholdings. If you resign or are terminated for any reason (except for a termination that NVIDIA classifies as a reduction in force or position elimination) prior to your first anniversary of employment, this bonus shall be paid back to NVIDIA in full.

Restricted Stock Units. We will recommend to the Board of Directors that you be granted 15,000 NVIDIA Restricted Stock Units (NSUs) in accordance with the terms of NVIDIA’s Equity Incentive Plan. NSUs are generally granted on the sixth (6th) business day of the calendar month following your start date. If granted, the units will vest and be issued approximately over a four (4) year period, with 25% of the shares subject to the NSU being issued on the first vesting date, and 6.25% of the shares subject to the NSU being issued every three months thereafter, on the third Wednesdays in March, June and September, and on the second Wednesday in December, provided in each case you remain employed with NVIDIA on each vesting/issuance date. If the date of grant of your NSU is in January through March, your first vesting date and issuance of shares will occur on the third Wednesday in March of the next calendar year. If the date of grant of your NSU is in April through June, your first vesting date and issuance of shares will occur on the third Wednesday in June of the next calendar year. If the date of grant of your NSU is in July through September, your first vesting date and issuance of shares will occur on the third Wednesday in September of the next calendar year. If the date of grant of your NSU is in October through December, your first vesting date and issuance of shares will occur on the second Wednesday in December of the next calendar year.

Employee Benefits. As a regular employee of NVIDIA, you will be eligible to participate in NVIDIA-sponsored benefits, such as health insurance, paid time off, holidays, and a 401(k) Plan, to the extent you meet the eligibility requirements of each such benefit plan. You will also be eligible to participate in our generous Employee Stock Purchase Program (ESPP), which allows you to contribute up to 10% of your salary to purchase NVIDIA stock at a discount. Each ESPP offering is approximately 24 months in length and generally consists of four 6-month purchase periods. At the end of each purchase period, your accumulated contributions will purchase NVIDIA stock at a 15% discount from either NVIDIA’s stock price at the beginning of your offering period or the price at the end of each purchase period, whichever is lower. You can generally sell the purchased stock right away or hold on to the shares for as long as you wish. NVIDIA reserves the right to modify, change, or discontinue all or part of these benefits at any time at its sole discretion.

Proprietary Information Agreement. Like all NVIDIA employees, as a condition of your employment with NVIDIA you will be required to read and sign the enclosed Employee Confidentiality and Inventions Assignment Agreement attached hereto as Exhibit A. If you have questions regarding the agreement, please contact me.

Compliance with Company Policies. As a condition of your employment, you will be required to read and comply with our Code of Conduct (available at www.nvidia.com/ir) and personnel policies.






At-Will Employment Relationship.  Employment with NVIDIA is for no specific period of time.  Your employment with NVIDIA will be “at will,” meaning that either you or NVIDIA may terminate your employment at any time and for any reason, with or without cause.  Although your job duties, title, compensation and benefits, as well as NVIDIA personnel policies and procedures, may change from time to time, no manager, supervisor, or employee of NVIDIA has any authority to enter into an agreement for employment for any specified period of time or to make an agreement for employment other than at-will. Only NVIDIA’s head of human resources has the authority to make any such agreement and then only in writing.  

Right to Work. For purposes of federal immigration law, you will be required to provide documentary evidence of your identity and eligibility for employment in the United States. Attached as Exhibit B is the list of acceptable documents you should bring on your first day of employment. Failure to provide proper identification may result in the termination of your employment. If applicable, your employment at NVIDIA is contingent on NVIDIA successfully obtaining an export license or other approval for you in accordance with U.S. Commerce Department export license regulations.

Background Check. Your employment is contingent upon your successful completion of a background check, which may include a credit check, conducted by HireRight, and a reference check, both of which you hereby authorize, and verification of the information you provided in your application process, which you promise is true and accurate. NVIDIA reserves the right to withdraw this job offer or terminate employment based on information discovered in the background check process. Please do not resign from your current employment until NVIDIA has informed you that you have successfully completed the background check.

Entire Agreement. This letter agreement, Exhibit A and NVIDIA’s Relocation Policy constitutes the complete agreement between you and NVIDIA, contains all of the terms of your employment with NVIDIA and supersedes any prior agreements, representations or understandings (whether written, oral or implied) between you and NVIDIA. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and NVIDIA’s head of human resources.

Electronic Delivery. NVIDIA may, in its sole discretion, decide to deliver any documents or notices related to this letter agreement, your hiring or onboarding at NVIDIA, or any other documents related to your employment by email or any other electronic means. You hereby consent to (a) receive such documents and notices by such electronic delivery, and (b) sign documents electronically and agree to participate through an on-line or electronic system established and maintained by NVIDIA or a third party designated by NVIDIA. You agree that your electronic signature on this letter agreement and any other documents related to your employment (including but not limited to Exhibit A) has the same validity, enforceability, and admissibility of a handwritten signature.

Donald, we look forward to your acceptance of this offer by signing below. Please return this letter along with signed copies of the Exhibits noted, and confirm your start date with me. I will provide you with details regarding your first day of employment. This offer, if not accepted, will expire at 5:00PM PST on Tuesday, May 28, 2019.

You will be contacted prior to your start date regarding orientation details. Again, welcome to the team!


Sincerely,


/s/ Lindsey Duran
Lindsey Duran
VP of Recruiting, NVIDIA
 
Accepted and Agreed:


/s/ Donald Robertson 5/28/19   
Donald Robertson Date
 
 
   
Anticipated Start Date: ___________


    
Exhibit A: Employee Confidentiality and Inventions Assignment Agreement
Exhibit B: List of acceptable documents (from Form I-9)



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