NVDANVIDIA CORP
8-K5.02

May 8, 2026

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NVDA 8-K — Smart Summary

72% reduction

On May 7, 2026, NVIDIA Corporation's Board of Directors appointed Suzanne Nora Johnson as a new Board member and Audit Committee member, effective July 13, 2026, increasing the Board size from ten to eleven directors.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Executive Compensation

  • Suzanne Nora Johnson — (a) initial equity grant of restricted stock units with a target value of $255,000, vesting approximately semi-annually over three years; (b) pro-rated annual equity grant of restricted stock units with an annualized target value of $255,000, approximately 50% vesting on May 19, 2027 and the balance vesting on November 18, 2026; both grants pursuant to the Amended and Restated 2007 Equity Incentive Plan; (c) pro-rated annual cash retainer with an annualized value of $85,000, payable quarterly starting July 13, 2026; (d) indemnity agreement to be entered into in connection with Board service

Elections

  • Board Member & Audit Committee Member Suzanne Nora Johnson — appointed by the Board on May 7, 2026, effective July 13, 2026 (delayed due to a prior professional commitment); Board size increased from ten to eleven directors; assigned to the Audit Committee
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