NVIDIA 2013 Annual Report Download - page 27

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What happens if I do not vote?
Stockholder of Record. If you are a stockholder of record and do not vote at the 2014 Annual Meeting by completing
your proxy card, by telephone, over the Internet or in person at the 2014 Annual Meeting, your shares will not be voted.
Beneficial Owner. If you are a beneficial owner and do not instruct your bank, broker or other nominee (whose conduct
is governed by the rules of the New York Stock Exchange, or NYSE) how to vote your shares, your bank, broker or other
nominee can use its discretion to vote such “uninstructed” shares with respect to matters considered by NYSE rules to be
“routine”. However, your bank, broker or other nominee will not be able to vote your shares with respect to “non-routine”
matters, including elections of directors (even if not contested), executive compensation (including any advisory stockholder
votes on executive compensation) and amendments of equity plans, unless they receive specific instructions from you.
Therefore, you MUST give your bank, broker or other nominee instructions in order for your vote to be counted on
the proposals to elect directors, to conduct an advisory approval of our executive compensation, to amend and restate
our Amended and Restated 2007 Equity Incentive Plan and to amend and restate our 2012 Employee Stock Purchase
Plan. We strongly encourage you to vote.
What are broker non-votes?
A broker non-vote occurs when a bank, brokerage firm or other nominee does not receive voting instructions from the
beneficial owner and does not have the discretion to direct the voting of the shares.
May I change my vote after submitting my proxy or revoke my proxy?
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the final
vote at the 2014 Annual Meeting in any one of the following four ways:
• you may submit another properly completed proxy card with a later date;
• you may send a written notice that you are revoking your proxy to NVIDIA Corporation, 2701 San Tomas
Expressway, Santa Clara, California 95050, Attention: Secretary;
• you may attend the 2014 Annual Meeting and vote in person; or
• you may submit another proxy by telephone or Internet after you have already provided an earlier proxy.
Please note, however, that under the rules of the national stock exchanges, any holder of our common stock whose shares
are held in street name by a member brokerage firm may revoke his or her proxy and vote his or her shares in person at the
2014 Annual Meeting only in accordance with applicable rules and procedures of those exchanges, as employed by the
street name holder’s brokerage firm. In addition, if you hold your shares in street name, you must have a valid proxy from
the record holder of the shares to vote in person at the 2014 Annual Meeting.
What is the quorum requirement?
We need a quorum of stockholders to hold our 2014 Annual Meeting. A quorum exists when a majority of the outstanding
shares entitled to vote at the close of business on March 25, 2014 are represented at the 2014 Annual Meeting either in
person or by proxy. On the record date, there were 557,305,798 shares of common stock outstanding and entitled to vote,
meaning that 278,652,900 shares must be represented in person or by proxy to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the 2014 Annual Meeting.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is not a quorum, a majority of
the votes present at the 2014 Annual Meeting may adjourn the 2014 Annual Meeting to another date.