NVIDIA CORP 8-K

What Happened
NVIDIA Corporation filed an 8-K on May 8, 2026 announcing that its Board of Directors appointed Suzanne Nora Johnson as a director and as a member of the Audit Committee. The Board increased its size from ten to eleven directors; Ms. Nora Johnson’s service is effective July 13, 2026 due to a prior professional commitment.

Key Details

• Appointment announced May 7, 2026; effective July 13, 2026.
• Board size increased from 10 to 11 directors.
• Equity compensation: initial restricted stock unit (RSU) grant with a target value of $255,000 vesting approximately semi‑annually over three years; a pro‑rated annual RSU grant with an annualized target of $255,000 (about 50% vesting May 19, 2027 and the remainder vesting Nov 18, 2026).
• Cash retainer: pro‑rated annualized value of $85,000, payable quarterly starting July 13, 2026.
• NVIDIA will enter an indemnity agreement with Ms. Nora Johnson (form previously filed as Exhibit 10.1 to a March 7, 2006 Form 8‑K).

Why It Matters
This is a governance change: NVIDIA is expanding its Board and adding a new director with Audit Committee membership, which can affect oversight of financial reporting and controls. The filing specifies the timing and standard director compensation (RSUs and cash retainer). The stated cash and equity amounts are concrete, and the appointment is effective July 13, 2026; the 8‑K does not report resignations of other directors or changes to executive officers.