NVIDIA Corporation
SEC Document
SEC Filing


Date of Report (Date of earliest event reported): June 26, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
2788 San Tomas Expressway, Santa Clara, CA 95051
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 486-2000
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareNVDAThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 26, 2024, at the 2024 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2024 Annual Meeting, the following proposals were adopted by the margin indicated. The record date for the 2024 Annual Meeting was April 29, 2024, which preceded the date of our ten-for-one forward stock split effected on June 7, 2024, and therefore the final voting results reported below are on a pre-stock split basis.

1.    Stockholders approved the election of each of our twelve (12) director nominees to hold office until the 2025 Annual Meeting of Stockholders of NVIDIA Corporation and until his or her successor is elected or appointed. The results of the voting were as follows:

a. Robert K. Burgess
Number of shares For1,599,856,381
Number of shares Against 53,876,854
Number of shares Abstaining 2,656,440
Number of Broker Non-Votes293,416,473

b. Tench Coxe
Number of shares For1,527,721,849
Number of shares Against 126,000,023
Number of shares Abstaining 2,667,803
Number of Broker Non-Votes293,416,473

c. John O. Dabiri
Number of shares For1,637,066,126
Number of shares Against 16,466,076
Number of shares Abstaining 2,857,473
Number of Broker Non-Votes293,416,473

d. Persis S. Drell
Number of shares For1,605,895,970
Number of shares Against 47,832,005
Number of shares Abstaining 2,661,700
Number of Broker Non-Votes293,416,473

e. Jen-Hsun Huang
Number of shares For1,631,633,636
Number of shares Against 22,473,582
Number of shares Abstaining 2,282,457
Number of Broker Non-Votes293,416,473

f. Dawn Hudson
Number of shares For1,603,616,438
Number of shares Against 50,087,714
Number of shares Abstaining 2,685,523
Number of Broker Non-Votes293,416,473

g. Harvey C. Jones
Number of shares For1,491,812,333
Number of shares Against 161,876,590
Number of shares Abstaining 2,700,752
Number of Broker Non-Votes293,416,473

h. Melissa B. Lora
Number of shares For1,652,017,772
Number of shares Against1,577,647
Number of shares Abstaining2,794,256
Number of Broker Non-Votes293,416,473
i. Stephen C. Neal
Number of shares For1,557,130,163
Number of shares Against 96,431,434
Number of shares Abstaining 2,828,078
Number of Broker Non-Votes293,416,473

j. A. Brooke Seawell
Number of shares For1,513,081,313
Number of shares Against 140,288,480
Number of shares Abstaining 3,019,882
Number of Broker Non-Votes293,416,473

k. Aarti Shah
Number of shares For1,525,607,990
Number of shares Against 127,858,107
Number of shares Abstaining 2,923,578
Number of Broker Non-Votes293,416,473

l. Mark A. Stevens
Number of shares For1,558,109,486
Number of shares Against 95,535,352
Number of shares Abstaining 2,744,837
Number of Broker Non-Votes293,416,473

2.    Stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our definitive proxy statement for the 2024 Annual Meeting filed with the Securities and Exchange Commission on May 14, 2024. The results of the voting were as follows:

Number of shares For1,527,356,698
Number of shares Against121,555,544
Number of shares Abstaining7,477,433
Number of Broker Non-Votes293,416,473

3.    Stockholders approved the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 26, 2025. The results of the voting were as follows:

Number of shares For1,879,767,350
Number of shares Against67,627,481
Number of shares Abstaining2,411,317
Number of Broker Non-Votes

4.    Stockholders approved, on an advisory basis, a stockholder proposal to replace the supermajority voting provisions in our charter and bylaws with a simple majority voting standard. The results of the voting were as follows:*

Number of shares For1,466,504,471
Number of shares Against143,103,694
Number of shares Abstaining40,088,907
Number of Broker Non-Votes    293,416,473
*     In addition, there were 6,692,603 shares present, represented by proxy and entitled to vote on this proposal for which no voting directions were indicated. As our Board of Directors elected to make no recommendation with respect to this proposal, the proxyholders did not vote these shares on this proposal.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NVIDIA Corporation
Date: July 2, 2024By: /s/ Rebecca Peters
Rebecca Peters
Vice President, Deputy General Counsel and Assistant Secretary