NVIDIA 2014 Annual Report Download - page 12

Table of Contents
Vote Options . You may vote FOR any nominee to the Board, you may WITHHOLD your vote for any nominee or you may
ABSTAIN
from voting. For each other matter to be voted on, you may vote FOR or AGAINST or ABSTAIN from voting.
Stockholder of Record:
You are a stockholder of record if your shares were registered directly in your name with our transfer agent,
Computershare, on March 24, 2015, and can vote shares in any of the following ways:
• In person, by attending the 2015 Annual Meeting;
• Via mail, by signing and mailing your proxy card to us before the 2015 Annual Meeting; or
• By telephone or over the Internet, by following the instructions provided in the Notice or your proxy materials.
You may change your vote or revoke your proxy before the final vote at the 2015 Annual Meeting in any of the following ways:
If you do not vote at the 2015 Annual Meeting using any of the ways described above, your shares will not be voted.
Street Name Holder:
If your shares are held through a nominee, such as a bank or broker, on March 24, 2015, your shares are held in
“street name.”
As a beneficial owner, such nominee is the stockholder of record of your shares. However, you have the right to direct your
nominee on how to vote the shares in your account. You should have received a Notice or voting instructions from your nominee, and should
follow the included instructions in order to instruct such nominee on how to vote your shares. To vote in person or over the Internet at the 2015
Annual Meeting, you must obtain a valid proxy from your nominee.
If you do not instruct your nominee how to vote your shares, such nominee can use its discretion to vote such “uninstructed”
shares with
respect to matters considered by NYSE rules to be “routine”. However, your nominee will not be able to vote your shares with respect to “non-
routine”
matters, including elections of directors (even if not contested) and executive compensation (including any advisory stockholder votes
on executive compensation), unless they receive specific instructions from you. A broker non-
vote occurs when a nominee does not receive
voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares.
Therefore, you MUST give
your nominee instructions in order for your vote to be counted on the proposals to elect directors and to conduct an advisory approval
of our executive compensation. We strongly encourage you to vote.
Note that under the rules of the national stock exchanges, any NVIDIA stockholder whose shares are held in street name by a member
brokerage firm may revoke a proxy and vote his or her shares in person at the 2015 Annual Meeting only in accordance with applicable rules and
procedures of those exchanges, as employed by the street name holder’s brokerage firm.
Vote Count .
On each matter to be voted upon, stockholders have one vote for each share of NVIDIA common stock owned as of March 24,
2015. Votes will be counted by the inspector of election. The following table summarizes vote requirements and the effect of abstentions and
broker non-votes:
If you are a stockholder of record and you returned a signed proxy card without marking any selections, your shares will be voted FOR
each
of the nominees listed in Proposal 1 and FOR the other proposals. If any other matter is properly presented at the 2015 Annual Meeting, Jen-
Hsun Huang or David M. Shannon as your proxyholder will vote your shares using his best judgment.
6
•
Attend the 2015 Annual Meeting and vote in person;
•
Submit another properly completed proxy card with a later date;
•
Send a written notice that you are revoking your proxy to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California
95050, Attention: Secretary; or
•
Submit another proxy by telephone or Internet after you have already provided an earlier proxy.
Proposal
Number Proposal Description Vote Required for Approval Effect of Abstentions Effect of Broker Non-Votes
1 Election of twelve directors Directors are elected if they receive more FOR
votes than WITHHOLD votes None None
2 Approval of our executive compensation FOR votes from the holders of a majority of
shares present and entitled to vote Against None
3
Ratification of the selection of
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal year 2016 FOR votes from the holders of a majority of shares present and entitled to vote Against None