NVIDIA 2014 Annual Report Download - page 57

Table of Contents
Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm
for Fiscal Year 2016
The AC has selected PwC to serve as our independent registered public accounting firm for our fiscal year ending January 31, 2016.
Stockholder ratification of the AC’
s selection of PwC is not required by our Bylaws or any other governing documents or laws. As a matter of
good corporate governance, we are submitting the selection of PwC to our stockholders for ratification. If our stockholders do not ratify the
selection, the AC will reconsider whether or not to retain PwC. Even if the selection is ratified, the AC in its sole discretion may direct the
appointment of a different independent registered public accounting firm at any time during the fiscal year if it determines that such a change
would be in our best interests and those of our stockholders.
The affirmative 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 will be required to ratify the selection of PwC. Abstentions will be counted toward the tabulation of votes cast and will have the
same effect as votes against the proposal. Broker non-
votes are counted toward a quorum, but are not counted for any purpose in determining
whether this proposal has been approved.
We expect that a representative of PwC will attend the 2015 Annual Meeting. The PwC representative will have an opportunity to make a
statement at the 2015 Annual Meeting if he or she so desires. The representative will also be available to respond to appropriate stockholder
questions.
Recommendation of the Board
The Board recommends that you vote FOR
the ratifications of the selection of PwC as our independent registered public accounting firm for
our fiscal year ending January 31, 2016.
Fees Billed by the Independent Registered Public Accounting Firm
The following is a summary of fees billed by PwC for fiscal years 2015 and 2014 for audit, tax and other professional services during each
fiscal year:
__________
All of the services provided for fiscal years 2015 and 2014 described above were pre-
approved by the AC or the Chairman of the AC
through the authority granted to him by the AC, which is described below.
Our AC determined that the rendering of services other than audit services by PwC was compatible with maintaining PwC’s independence.
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Fiscal 2015 Fiscal 2014
Audit Fees
(1)
$
4,161,541
$
3,894,820
Audit-Related Fees
—
—
Tax Fees
(2)
261,771
171,478
All Other Fees
(3)
3,600
3,600
Total Fees
$
4,426,912
$
4,069,898
(1)
Audit fees included fees for the audit of our consolidated financial statements, the audit of our internal control over financial reporting,
reviews of our quarterly financial statements and annual report, reviews of SEC registration statements and related consents, fees
related to statutory audits of some of our international entities and comfort letter fees related to the convertible note offering completed
in Fiscal 2014.
(2)
Tax fees consisted of fees for tax compliance and consultation services.
(3)
All other fees consisted of fees for products or services other than those included above, including payment to PwC related to the use of
an accounting regulatory database.