NVIDIA 2016 Annual Report Download - page 103

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Forecasted Utilization Rates
In evaluating whether to approve the 2012 ESPP, our CC reviewed certain management forecasts of purchases under
the 2012 ESPP. Management presented the actuals and forecasts below for the periods indicated.
Existing 2012 ESPP / 2012 ESPP Fiscal 2016
Actual Fiscal 2017
Forecast
Shares Available for Purchase - Beginning Balance. . . . . . . . . . . . . . . . . . . . . 52,448,068 46,775,915
Stockholder Approval - May 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 10,000,000
Employee Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,672,153)(4,700,000)
Shares Available for Purchase - Ending Balance . . . . . . . . . . . . . . . . . . . . . . . 46,775,915 52,075,915
Note Regarding Forecasts and Forward-Looking Statements
We do not as a matter of course make public forecasts as to our total shares outstanding and purchases under the 2012
ESPP due to the unpredictability of the underlying assumptions and estimates. In particular, the forecasts set forth above
in this Proposal 5 include embedded assumptions regarding purchases which are highly dependent on the public trading
price of our common stock and other factors, which we do not control, and, as a result, we do not as a matter of practice
provide forecasts. In evaluating these forecasts, our CC recognized the high variability inherent in these assumptions.
However, we have included above a summary of these forecasts to give our stockholders access to certain information
that was considered by our CC for purposes of evaluating the approval of the 2012 ESPP. These forecasts reflect various
assumptions regarding our future operations.
The inclusion of the forecasts set forth above should not be regarded as an indication that these forecasts will be
predictive of actual future outcomes, and the forecasts should not be relied upon as such. Neither we nor any other person
makes any representation to any of our stockholders regarding actual outcomes compared to the information contained in
the forecasts. Although presented with numerical specificity, the forecasts are not fact and reflect numerous assumptions
and estimates as to future events made by our management that they believed were reasonable at the time the forecasts were
prepared and other factors such as industry performance and general business, economic, regulatory, market and financial
conditions, as well as factors specific to our business, all of which are difficult to predict and many of which are beyond
the control of our management. In addition, the forecasts do not take into account any circumstances or events occurring
after the date that they were prepared and, accordingly, do not give effect to any changes to our operations or strategy that
may be implemented in the future. Accordingly, actual outcomes may be, and likely will be, materially different than those
reflected in the forecasts. We do not intend to update or otherwise revise the forecasts to reflect circumstances existing after
the date when made or to reflect the occurrence of future events even if any or all of the assumptions underlying the forecasts
are shown to be in error. The forecasts are forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21A of the Exchange Act. These statements involve risks and uncertainties that could
cause actual outcomes to differ materially from those in the forward-looking statements, including our ability to attract and
retain talent, and others described in our Annual Report on Form 10-K for Fiscal 2016.
Description of the 2012 ESPP
The material features of the 2012 ESPP are outlined below. The following description is a summary only and is qualified
in its entirety by reference to the complete text of the 2012 ESPP. Stockholders are urged to read the actual text of the 2012
ESPP in its entirety, which is appended to this proxy statement as Appendix B.
Purpose and Background. The purpose of the 2012 ESPP is to provide a means by which certain employees may be
given an opportunity to purchase our common stock to attract, motivate, and retain the services of those individuals, and
to provide incentives for those individuals to exert maximum efforts for our success.