NVIDIA 2014 Annual Report Download - page 24

Table of Contents
Nomination of Directors
The NCGC identifies, reviews and evaluates candidates to serve as directors and recommends candidates for election to the Board. We
engage a professional search firm on an ongoing basis to identify and assist the NCGC in identifying, evaluating and conducting due diligence
on potential director nominees. The NCGC also reviews materials provided by professional search firms and other parties in connection with
nominees who are not proposed by a stockholder. The NCGC conducts any appropriate and necessary inquiries into the backgrounds and
qualifications of possible candidates after considering the function and needs of the Board. The NCGC meets to discuss and consider the
candidates’
qualifications and then selects a nominee for recommendation to the Board. For an explanation of the factors the NCGC considers
when evaluating candidates and the Board as a whole, please see Director Qualifications above.
The NCGC evaluates candidates proposed by stockholders using the same criteria as it uses for other candidates. Stockholders seeking to
recommend a prospective nominee should follow the instructions under Stockholder Communications with the Board of Directors
above.
Stockholder submissions must include the full name of the proposed nominee, a description of the proposed nominee’
s business experience for
at least the previous five years, complete biographical information, a description of the proposed nominee’
s qualifications as a director and a
representation that the nominating stockholder is a beneficial or record owner of our stock. Any such submission must be accompanied by the
written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Stockholders are advised to review our
Bylaws and Corporate Governance Policies, which contain the requirements for director nominations. The NCGC did not receive any
stockholder nominations during Fiscal 2015.
Majority Vote Standard
Our Bylaws provide that in a non-contested election if the votes cast FOR
an incumbent director do not exceed the number of
WITHHOLD
votes, such incumbent director shall promptly tender his or her resignation to the Board. The NCGC will then review the
circumstances surrounding the WITHHOLD
vote and promptly make a recommendation to the Board on whether to accept or reject the
resignation or whether other action should be taken. The Board will act on the NCGC’
s recommendation and publicly disclose its decision and
the rationale behind it within 90 days from the date of certification of the stockholder vote.
In a contested election, which is an election in which the number of nominees exceeds the number of directors to be elected, our directors
will be elected by a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors
at that meeting. Under this provision, the directors receiving the greatest number of FOR votes will be elected.
Board Meeting Information
The Board met five times during Fiscal 2015, and held a two day meeting, during which the Board discussed the strategic direction of
NVIDIA, explored and discussed new business opportunities and the product roadmap, and addressed challenges facing NVIDIA. We expect
each Board member to attend each meeting of the Board and the committees on which he or she serves. Each Board member who served during
Fiscal 2015 attended 75% or more of the meetings of the Board and of each committee on which he or she served.
Committees of the Board of Directors
The Board has three standing committees: an AC, a CC and a NCGC. Each of these committees operates under a written charter, which may
be viewed under Corporate Governance in the Investor Relations section of our website at www.nvidia.com .
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