SEC Comment Letter for NVIDIA CORP (NVDA) (CIK 0001045810) (NVDA) — Apr 23, 2010
NVIDIA CORP (NVDA) (CIK 0001045810)
Date: April 23, 2010 · CIK: 0001045810 · Accession: 0000000000-10-022389
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-23985
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3030 April 23, 2010 Mr. Jen-Hsun Huang President and Chief Executive Officer NVIDIA Corporation 2701 San Tomas Expressway Santa Clara, California 95050
Re: NVIDIA Corporation Form 10-K for the fiscal year ended January 31, 2010 Filed March 17, 2010 File No. 000-23985
Dear Mr. Huang:
We have reviewed your filing and have the following comments. If you disagree with our comments, we will consider your explanation as to why our comments are inapplicable. Please be as detailed as nece ssary in your explanation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Executive Compensation, page 61
1. We note your disclosure in response to Item 402(s) of Regulation S-K under the caption “Risk Analysis” on page 41 of your proxy statement incorporated by reference into your Form 10-K. Please de scribe the process you undertook to reach the conclusion that further di sclosure is not necessary.
* * * Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewing your responses to our comments.
Mr. Jen-Hsun Huang NVIDIA Corporation April 23, 2010 Page 2
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Louis Rambo at (202) 551-3289 or me at (202) 551-3641 with any questions.
Sincerely,
Geoffrey Kruczek Senior Attorney
cc(fax): David M. Shannon
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
April 23, 2010 Mr. Jen-Hsun Huang President and Chief Executive Officer NVIDIA Corporation 2701 San Tomas Expressway Santa Clara, California 95050
Re: NVIDIA Corporation
Form 10-K for the fiscal year ended January 31, 2010
Filed March 17, 2010
File No. 000-23985
Dear Mr. Huang:
We have reviewed your filing and have the following comments. If you disagree
with our comments, we will consider your explanation as to why our comments are
inapplicable. Please be as detailed as nece ssary in your explanation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Executive Compensation, page 61
1. We note your disclosure in response to Item 402(s) of Regulation S-K under the
caption “Risk Analysis” on page 41 of your proxy statement incorporated by
reference into your Form 10-K. Please de scribe the process you undertook to reach
the conclusion that further di sclosure is not necessary.
* * *
Please respond to these comments within 10 business days or tell us when you will
provide us with a response. Please understand that we may have additional comments after
reviewing your responses to our comments.
Mr. Jen-Hsun Huang
NVIDIA Corporation April 23, 2010 Page 2
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed investment decision. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. Please contact Louis Rambo at (202) 551-3289 or me at (202) 551-3641 with any
questions.
Sincerely,
Geoffrey Kruczek Senior Attorney
cc(fax): David M. Shannon