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NVDA > SEC Filings for NVDA > Form 8-K on 14-Nov-2013All Recent SEC Filings

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Form 8-K for NVIDIA CORP


14-Nov-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 11, 2013, the Board of Directors (the "Board") of NVIDIA Corporation (the "Company") approved an amendment to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately. The Bylaws were amended to add a provision that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or its stockholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation or the Bylaws of the Company or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine. This description is only a summary of the changes made to the Bylaws and is qualified in its entirety by reference to the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number     Description

3.1        Bylaws of NVIDIA Corporation, Amended and Restated as of November 11, 2013.


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