NVIDIA 2014 Annual Report Download - page 32

Download and view the complete annual report

Please find page 32 of the 2014 NVIDIA annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 64

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64

Table of Contents
Proposal 2—Approval of Executive Compensation
In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote on an advisory basis, commonly referred to as
“say-on-pay”,
to approve the compensation paid to our NEOs as disclosed in the CD&A, the compensation tables and the related narrative
disclosure contained in this proxy statement. In response to our stockholders’
preference, our Board has adopted a policy of providing for annual
say on pay votes. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs
and
the philosophy, policies and practices described in this proxy statement.
This advisory proposal 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 CC intend to consider the results of this vote in
making determinations in the future regarding NEO 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 2015 Annual Meeting.
Recommendation of the Board
The Board recommends that you vote FOR
the approval of the compensation of our NEOs because, as discussed in these disclosures, we
believe that our compensation policies and decisions are effective in achieving the Company’
s goals. Therefore the Board recommends that our
stockholders adopt the following resolution:
“ R ESOLVED , 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 .”
.
24