Business Context and Reporting Period
This Form 8-K Current Report was filed by NVIDIA Corporation on May 7, 2026. The report details the appointment of a new director to the Board of Directors, effective July 13, 2026.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
The Board of Directors increased the number of directors from ten to eleven. Suzanne Nora Johnson was appointed as a new director and member of the Audit Committee. Her appointment is effective July 13, 2026, due to prior professional commitments.
Compensation and Governance Details
- Equity Grants: Ms. Johnson will receive an initial grant of restricted stock units (RSUs) with a target value of $255,000, vesting semi-annually over three years. She will also receive a pro-rated annual RSU grant with an annualized target value of $255,000, with approximately 50% vesting on May 19, 2027, and the balance on November 18, 2026.
- Cash Retainer: A pro-rated annual cash retainer with an annualized value of $85,000 will be granted, payable quarterly starting July 13, 2026.
- Indemnity: An indemnity agreement will be entered into with Ms. Johnson in connection with her board service.
Investor Verification Checklist
- Verify the effective date of the new director's appointment (July 13, 2026) against the company's proxy statement or subsequent filings.
- Confirm the total number of board seats following this appointment (increased to eleven).
- Review the specific vesting schedules for the RSU grants to understand the timeline for equity dilution.
- Check for any additional disclosures regarding Ms. Johnson's prior professional commitments that necessitated the delayed start date.