NVIDIA 2014 Annual Report Download - page 5

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Table of Contents
TABLE OF CONTENTS
PAGE
DEFINITIONS
1
PROXY SUMMARY
2
PROXY STATEMENT
5
Information About the Meeting
5
Proposal 1—Election of Directors
8
Director Qualifications
8
Our Director Nominees
9
Information About the Board of Directors and Corporate Governance
13
Independence of the Members of the Board of Directors
13
Board Leadership Structure
13
Role of the Board in Risk Oversight
14
Corporate Governance Policies of the Board of Directors
14
Stockholder Communications with the Board of Directors
15
Nomination of Directors
16
Majority Vote Standard
16
Board Meeting Information
16
Committees of the Board of Directors
16
Director Compensation
19
Review of Transactions with Related Persons
21
Security Ownership of Certain Beneficial Owners and Management
22
Proposal 2—Approval of Executive Compensation
24
Executive Compensation
25
Compensation Discussion and Analysis
25
Risk Analysis of Our Compensation Plans
38
Summary Compensation Table For Fiscal Years 2015, 2014 and 2013
39
Grants of Plan-Based Awards For Fiscal Year 2015
40
Outstanding Equity Awards as of January 25, 2015
41
Option Exercises and Stock Vested in Fiscal Year 2015
44
Employment, Severance and Change-In-Control Arrangements
45
Potential Payments Upon Termination or Change-In-Control
45
Compensation Committee Interlocks and Insider Participation
46
Compensation Committee Report
46
Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2016
47
Fees Billed by the Independent Registered Public Accounting Firm
47
Report of the Audit Committee of the Board of Directors
49
Equity Compensation Plan Information
50
Additional Information
51
Section 16(a) Beneficial Ownership Reporting Compliance
51
Other Matters
51