NVIDIA CORPORATION (NASDAQ:NVDA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
NVIDIA Corporation ( NVIDIA) amended and restated NVIDIAs Bylaws
(the Restated>Bylaws) to implement proxy access and amend
certain provisions providing for advance notice of stockholder
proposals and nominations for director (other than proposals
properly made in accordance with Rule 14a-8 under the Securities
Exchange Act of 1934, as amended). The Restated Bylaws became
effective immediately upon adoption by the Board as described
below.
stockholders) owning at least 3% of the voting power of NVIDIAs
outstanding capital stock, continuously for at least three years,
to include director nominees in NVIDIAs annual meeting proxy
materials; provided>that the stockholders and nominees satisfy
the requirements specified in the Restated Bylaws. These nominees
may constitute the greater of two directors or 20% of the Board.
Bylaws also require a stockholder who desires to nominate a
member of the Board for election at NVIDIAs annual meeting (other
than through proxy access) to provide written notice to the
Secretary of NVIDIA at least 90 days and no more than 120 days
prior to the first anniversary of the prior years annual meeting
of stockholders. Under the bylaws that were in effect prior to
this amendment, the notice period for stockholder nominations to
the Board was between the 120th>and
150th>day prior to the first anniversary of the
prior years annual meeting of stockholders.
the date of the annual meeting is advanced more than 30 days
prior to, or delayed by more than 30 days after, the anniversary
of the prior years annual meeting, or if no annual meeting was
held in the prior year, for notice by the stockholder to be
timely, such stockholders written notice must be delivered to the
Secretary between the 90th>and
120th>day prior to such annual meeting, or not
later than the 10th>day following public
announcement of the date of the meeting by NVIDIA.
in Section 5 to account for proxy access, and a number of other
administrative and conforming changes.
Restated Bylaws and is qualified in its entirety by reference to
the Restated Bylaws, which is attached hereto as Exhibit 3.1 and
is incorporated herein by reference.
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Exhibit Number
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Description
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3.1
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Bylaws of NVIDIA Corporation, Amended and Restated as
of November 29, 2016 |
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About NVIDIA CORPORATION (NASDAQ:NVDA)
NVIDIA Corporation (NVIDIA) is engaged in visual computing. The Company operates through segments, including GPU and Tegra Processor. Its GPU businesses include GeForce for personal computer (PC) gaming; Quadro for design professionals working in computer-aided design, video editing, special effects and other creative applications; Tesla for deep learning and accelerated computing, leveraging the parallel computing capabilities of graphics processing units (GPUs) for general purpose computing, and GRID to provide the power of NVIDIA graphics through the cloud and datacenters. The Company’s Tegra processors are primarily designed to enable its branded platforms: DRIVE and SHIELD. Tegra is also sold to original equipment manufacturers (OEMs) for devices. DRIVE automotive computers provide supercomputing capabilities to make driving safer. SHIELD consists of a family of devices designed to harness the power of mobile-cloud to revolutionize gaming. NVIDIA CORPORATION (NASDAQ:NVDA) Recent Trading Information
NVIDIA CORPORATION (NASDAQ:NVDA) closed its last trading session down -4.56 at 87.64 with 25,866,391 shares trading hands.