NVIDIA 2015 Annual Report Download - page 36

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director, executive and employee. In order to better protect us and our stockholders, we regularly review our Code of Conduct
and related policies to ensure that they provide clear guidance to our directors, executives and employees.
Corporate Hotline
We have established an independent corporate hotline to allow any employee to confidentially and anonymously lodge
a complaint about any accounting, internal control, auditing, Code of Conduct or other matter of concern (unless prohibited
by local privacy laws for employees located in the European Union).
Stockholder Communications with the Board of Directors
Stockholders who wish to communicate with the Board regarding nominations of directors or other matters may do so
by sending written communications addressed to David M. Shannon, our Secretary, at NVIDIA Corporation, 2701 San
Tomas Expressway, Santa Clara, California 95050. All stockholder communications we receive that are addressed to the
Board will be compiled by our Secretary. If no particular director is named, letters will be forwarded, depending on the
subject matter, to the Chair of the AC, CC or NCGC. Matters put forth by our stockholders will be reviewed by the NCGC,
which will determine whether these matters should be presented to the Board. The NCGC will give serious consideration
to all such matters and will make its determination in accordance with its charter and applicable laws.
Nomination of Directors
The NCGC identifies, reviews and evaluates candidates to serve as directors and recommends candidates for election
to the Board. We engage a professional search firm on an ongoing basis to identify and assist the NCGC in identifying,
evaluating and conducting due diligence on potential director nominees. The NCGC also reviews materials provided by
professional search firms and other parties in connection with nominees who are not proposed by a stockholder. The NCGC
conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after
considering the function and needs of the Board. The NCGC meets to discuss and consider the candidates’ qualifications
and then selects a nominee for recommendation to the Board. For an explanation of the factors the NCGC considers when
evaluating candidates and the Board as a whole, please see Director Qualifications above.
The NCGC evaluates candidates proposed by stockholders using the same criteria as it uses for other candidates.
Stockholders seeking to recommend a prospective nominee should follow the instructions under Stockholder
Communications with the Board of Directors above. Stockholder submissions must include the full name of the proposed
nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete
biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the
nominating stockholder is a beneficial or record owner of our stock. Any such submission must be accompanied by the
written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Stockholders are
advised to review our Bylaws and Corporate Governance Policies, which contain the requirements for director nominations.
The NCGC did not receive any stockholder nominations during Fiscal 2015.
Majority Vote Standard
Our Bylaws provide that in a non-contested election if the votes cast FOR an incumbent director do not exceed the
number of WITHHOLD votes, such incumbent director shall promptly tender his or her resignation to the Board. The
NCGC will then review the circumstances surrounding the WITHHOLD vote and promptly make a recommendation to
the Board on whether to accept or reject the resignation or whether other action should be taken. The Board will act on the
NCGC’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of
certification of the stockholder vote.
In a contested election, which is an election in which the number of nominees exceeds the number of directors to be
elected, our directors will be elected by a plurality of the shares represented in person or by proxy at any such meeting and