NVIDIA 2015 Annual Report Download - page 25

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Vote Count. On each matter to be voted upon, stockholders have one vote for each share of NVIDIA common stock
owned as of March 24, 2015. Votes will be counted by the inspector of election. The following table summarizes vote
requirements and the effect of abstentions and broker non-votes:
Proposal
Number Proposal Description Vote Required for Approval Effect of Abstentions Effect of Broker Non-Votes
1 Election of twelve directors
Directors are elected if they receive
more FOR votes than WITHHOLD
votes None None
2Approval of our executive compensation
FOR votes from the holders of a
majority of shares present and
entitled to vote Against None
3
Ratification of the selection of
PricewaterhouseCoopers LLP
as our independent registered
public accounting firm for
fiscal year 2016
FOR votes from the holders of a
majority of shares present and
entitled to vote Against None
If you are a stockholder of record and you returned a signed proxy card without marking any selections, your shares
will be voted FOR each of the nominees listed in Proposal 1 and FOR the other proposals. If any other matter is properly
presented at the 2015 Annual Meeting, Jen-Hsun Huang or David M. Shannon as your proxyholder will vote your shares
using his best judgment.
Vote Results. Preliminary voting results will be announced at the 2015 Annual Meeting. Final voting results will be
published in a current report on Form 8-K, which will be filed with the SEC by May 27, 2015.
Proxy Materials
An SEC rule allows companies like NVIDIA to furnish their proxy materials over the Internet even if the stockholder
has not previously elected to receive the materials in this manner. On or about April 9, 2015, we sent stockholders who
own our common stock at the close of business on March 24, 2015 (other than those who previously requested electronic
or paper delivery) a Notice containing instructions on how to access our proxy materials, vote over the Internet or by
telephone, and elect to receive future proxy materials electronically or in printed form by mail.
If you choose to receive future proxy materials electronically (via www.proxyvote.com for stockholders of record and
www.icsdelivery.com/nvda for street name holders) you will receive an email next year with links to the proxy materials
and proxy voting site.
SEC rules also permit companies and intermediaries, such as brokers, to satisfy Notice and proxy material delivery
requirements for multiple stockholders with the same address by delivering a single Notice or set of proxy materials addressed
to those stockholders. We follow this practice, known as “householding,” unless we have received contrary instructions
from any stockholder at that address.
If you received more than one Notice or full set of proxy materials then your shares are either registered in more than
one name or are held in different accounts. Please vote the shares covered by each Notice or proxy card. To modify your
instructions so that you receive one Notice or proxy card for each account or name, please contact your broker. Your
“householding” election will continue until you are notified otherwise or until you revoke your consent.
To make a change regarding the form in which you receive proxy materials (electronically or in print), or to request
receipt of a separate set of documents to a household, contact our Investor Relations Department (through our website at
www.nvidia.com, with an electronic mail message to [email protected] or by mail at 2701 San Tomas Expressway, Santa Clara,
California 95050).