UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 11, 2013
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NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-23985
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94-3177549
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2701 San Tomas Expressway, Santa Clara, CA
(Address of principal executive offices)
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95050
(Zip Code)
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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))
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 11, 2013 the Board of Directors of NVIDIA Corporation (“NVIDIA”) appointed Colette Kress as executive vice president and chief financial officer of NVIDIA, contingent upon the commencement of her employment which is expected later in the month. In that capacity she will also serve as the principal financial officer of NVIDIA.
Ms. Kress, age 46, most recently served as s
enior vice president and chief financial officer of the Business Technology and Operations Finance organization at Cisco Systems, Inc., a networking equipment company, since 2010. At Cisco, Ms. Kress was responsible for financial strategy, planning, reporting and business development for all business segments, engineering and operations. From 1997 to 2010 she held a variety of positions at Microsoft Corporation, a software company, including, beginning in 2006, chief financial officer of the Server and Tools division, where she was responsible for financial strategy, planning, reporting and business development for the division. Prior to joining Microsoft, she spent eight years at Texas Instruments Inc., a semiconductor company, where she held a variety of finance positions. Ms. Kress holds a B.S. degree in Finance from University of Arizona and an MBA from Southern Methodist University.
In connection with Ms. Kress’ appointment, Karen T. Burns will step down as NVIDIA’s interim chief financial officer and principal financial officer, but will continue to serve as NVIDIA’s vice president, corporate controller and tax.
Ms. Kress’ offer letter provides that Ms. Kress will be employed by NVIDIA “at will” and contains the following additional terms:
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(1)
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She will receive an annual base salary of $500,000;
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(2)
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She will be eligible to receive annual incentive compensation targeted at 110% of her base salary pursuant to the NVIDIA Fiscal Year 2014 Variable Compensation Plan, filed as Exhibit 10.1 to a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2013;
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(3)
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She will receive an initial sign-on bonus of $1,500,000, which must be repaid to NVIDIA if Ms. Kress resigns or is terminated during the first twelve months after her employment start date, and a first anniversary bonus of $1,000,000, subject to her continued employment on the one year anniversary of her employment start date, which must be repaid to NVIDIA if Ms. Kress resigns or is terminated during the one year period following her receipt of such first anniversary bonus;
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(4)
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She will receive a grant of 220,000 restricted stock units, or RSUs, vesting over four years subject to her continuous employment, with 25% of the shares subject to the RSUs vesting on September 17, 2014, and 12.5% of the shares subject to the RSUs vesting every six months thereafter. The terms of the RSUs will be governed by the NVIDIA 2007 Equity Incentive Plan, filed as Appendix A to the Definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, filed with the SEC on April 2, 2013, and the form of RSU grant notice and RSU purchase agreement filed as Exhibit 10.22 to the Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2010 filed with the SEC on December 7, 2010;
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(5)
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She will be eligible to participate in the NVIDIA 2012 Employee Stock Purchase Plan, which is filed as Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2012 filed with the SEC on May 23, 2012;
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(6)
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She will be eligible to participate in our comprehensive benefits programs.
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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.
Ms. Kress is also expected to enter into NVIDIA’s standard indemnity agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 7, 2006; which would require NVIDIA to indemnify Ms. Kress, under the circumstances and to the extent provided for therein, against certain expenses and other amounts incurred by Ms. Kress as a
result of being made a party to certain actions, suits, proceedings and the like by reason of her position as an officer of NVIDIA.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Offer Letter, dated September 3, 2013, between NVIDIA Corporation and Colette Kress.
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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.
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NVIDIA Corporation
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Date: September 16, 2013
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By:
/s/ David M. Shannon
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David M. Shannon
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General Counsel and Executive Vice President, Human Resources
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EXHIBIT INDEX
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Exhibit Number
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Description
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10.1
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Offer Letter, dated September 3, 2013, between NVIDIA Corporation and Colette Kress.
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September 3, 2013
Colette Kress
19489 Glen Una Drive
Saratoga, CA 95070
Sent Via Email and Regular Mail
Dear Colette,
NVIDIA is delighted to offer you the full-time position of Executive Vice President and Chief Financial Officer. In your new position you will report to Jensen Huang 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
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NVIDIA will pay you an annual base salary at the rate of $500,000.00 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.
In addition to your base salary, you will be eligible to earn an annual incentive compensation targeted at $550,000.00 less payroll deductions and all required holdings, which will be pro-rated based on your start date for fiscal year 2014 (Jan. 28, 2013 – Jan. 26, 2014). Your annual incentive compensation will be based on the Company's performance against certain objectives (50%) and your accomplishment of key objectives established for you by the Company (50%). Your annual incentive compensation is subject to the terms and conditions of the NVIDIA Fiscal Year 2014 Variable Compensation Plan which is enclosed with this letter.
Sign-On and Anniversary Bonus
. You will also receive a sign-on bonus in the amount of $1,500,000.00, less
payroll deductions and all required withholdings. This bonus will be paid on the first payroll date following your start date. 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, you shall be required to pay back this bonus to NVIDIA in full.
Included in this offer is a one year anniversary bonus of $1,000,000.00, less standard payroll deductions and all required withholdings. This anniversary bonus will be paid to you on the first payroll date after the one year anniversary of your start date, subject to your continued employment on the one year anniversary of your start date.
If you resign or are terminated for any reason (except for a termination that NVIDIA classifies as a reduction in force or position elimination) during the one year period following your receipt of this anniversary bonus, you shall be required to pay such anniversary bonus to NVIDIA in full.
Restricted Stock Units
. We will recommend to the Board that you be granted 220,000 Restricted Stock Units (“RSUs”) in accordance with the terms of NVIDIA’s Equity Incentive Plan (“Equity Plan”). If granted, the RSUs will vest and the underlying shares be issued approximately over a four (4) year period, with 25% of the shares subject to the RSU being issued on the first vesting date as set forth in the following sentence, and 12.5% of the shares subject to the RSU being issued every six months thereafter until fully vested, provided in each case you remain employed with NVIDIA on each vesting/issuance date. If your start date is in the first six months of the calendar year (January to June), your first vesting date and issuance of shares will occur on the third Wednesday in March of the next calendar year. If your start date is in the last six months of the calendar year (July to December), your first vesting date and issuance of shares will occur on the third Wednesday in September 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, Employee Stock Purchase Plan and a 401(k) Plan, to the extent you meet the eligibility requirements of each such benefit plan. 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
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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
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If you have questions regarding the agreement, please contact your Recruiter, Joshua Hasten.
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
. F
or 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
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Your employment is contingent upon your successful completion of a background check conducted by HireRight. 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 and Exhibit A 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.
Colette, 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 of October 1, 2013 with your recruiter Joshua Hasten. Your recruiter will provide you with details regarding your first day of employment. This offer, if not accepted, will expire at 5:00PM PST on September 10, 2013.
You will be contacted prior to your start date regarding orientation details. Again, welcome to the team!
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Sincerely,
/s/ David Shannon
_______________________
David Shannon
General Counsel and EVP, Human Resources
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Accepted and Agreed:
/s/ Colette Kress
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9/13/13
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Colette Kress Date
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Anticipated Start Date:
Sept. 30, 2013
Exhibit A
: Employee Confidentiality and Inventions Assignment
Agreement
Exhibit B
: List of acceptable documents (from Form I-9)