NVIDIA 2013 Annual Report Download - page 49

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Proposal 2—Approval of Executive Compensation
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of
the Securities Exchange Act of 1934, as amended, our stockholders are entitled to vote on an advisory basis on the
compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. At the
2011 Annual Meeting, our stockholders indicated their preference that NVIDIA solicit a non-binding advisory approval of
the compensation of the named executive officers, commonly referred to as a “say-on-pay vote,” every year. The Board
has adopted a policy that is consistent with that preference. In accordance with that policy, this year, the Board is again
asking the stockholders to approve, on an advisory basis, the compensation of NVIDIA’s named executive officers as
disclosed in this proxy statement in accordance with SEC rules. This vote is not intended to address any specific item of
compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices
described in this statement.
The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and
Analysis, the compensation tables and the related narrative disclosure contained in this proxy statement. As discussed in
these disclosures, we believe that our compensation policies and decisions are focused on pay-for-performance principles
and are strongly aligned with our stockholders’ interests. Compensation of our named executive officers is designed to
enable us to attract and retain talented and experienced executives to lead NVIDIA successfully in a competitive environment.
In setting fiscal year 2014 executive officer compensation, our Compensation Committee reflected on the votes cast
on our say-on-pay proposal for fiscal year 2013. At our 2013 Annual Meeting of Stockholders, over 96% of the votes cast
on our say-on-pay proposal were in support of the compensation paid to our executive officers for fiscal year 2013. While
this vote was only advisory and not binding, our Compensation Committee carefully considered the results of the vote in
the context of our overall compensation philosophy, as well as our compensation policies and decisions, and as a result,
determined to continue the key components of our executive compensation program.
Accordingly, the Board is asking the stockholders to indicate their support for the compensation of our named executive
officers as described in this proxy statement by adopting the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402
of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is
hereby APPROVED.”
Because the approval is advisory, it is not binding on the Board or us. Nevertheless, the views expressed by the
stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the
Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future
regarding executive compensation arrangements.
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in person or
represented by proxy and entitled to vote at the 2014 Annual Meeting.
Recommendation of the Board
The Board recommends that you vote FOR the approval of the compensation of our named executive officers.