NVIDIA 2016 Annual Report Download - page 26

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Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the 2016 Meeting. Abstentions
and broker non-votes will be counted towards the quorum requirement. If there is not a quorum, a majority of the votes
present may adjourn the 2016 Meeting to another date.
Vote Options. You may vote FOR any nominee to the Board, you may WITHHOLD your vote for any nominee or
you may ABSTAIN from voting. For each other matter to be voted on, you may vote FOR or AGAINST or ABSTAIN
from voting.
Stockholder of Record: You are a stockholder of record if your shares were registered directly in your name with our
transfer agent, Computershare, on March 21, 2016, and can vote shares in any of the following ways:
• By attending the 2016 Meeting online and voting during the meeting;
• Via mail, by signing and mailing your proxy card to us before the 2016 Meeting; or
• By telephone or over the Internet, by following the instructions provided in the Notice or your proxy materials.
You may change your vote or revoke your proxy before the final vote at the 2016 Meeting in any of the following ways:
• Attend the 2016 Meeting online and vote during the meeting;
• Submit another properly completed proxy card with a later date;
• Send a written notice that you are revoking your proxy to NVIDIA Corporation, 2701 San Tomas Expressway,
Santa Clara, California 95050, Attention: Secretary; or
• Submit another proxy by telephone or Internet after you have already provided an earlier proxy.
If you do not vote using any of the ways described above, your shares will not be voted.
Street Name Holder: If your shares are held through a nominee, such as a bank or broker, as of March 21, 2016, your
shares are held in “street name.” As a beneficial owner, such nominee is the stockholder of record of your shares. However,
you have the right to direct your nominee on how to vote the shares in your account. You should have received a Notice or
voting instructions from your nominee, and should follow the included instructions in order to instruct such nominee on
how to vote your shares. To vote by attending the 2016 Meeting online, you must obtain a valid proxy from your nominee.
If you do not instruct your nominee how to vote your shares, such nominee can use its discretion to vote such
“uninstructed” shares with respect to matters considered by NYSE rules to be “routine”. However, your nominee will not
be able to vote your shares with respect to “non-routine” matters, including elections of directors (even if not contested),
executive compensation (including any advisory stockholder votes on executive compensation) and amendments of equity
plans, unless they receive specific instructions from you. A broker non-vote occurs when a nominee does not receive voting
instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Therefore, you
MUST give your nominee instructions in order for your vote to be counted on the proposals to elect directors, to
conduct an advisory approval of our executive compensation, to amend and restate our 2007 Plan and to amend and
restate our 2012 ESPP. We strongly encourage you to vote.
Note that under the rules of the national stock exchanges, any NVIDIA stockholder whose shares are held in street
name by a member brokerage firm may revoke a proxy and vote his or her shares at the 2016 Meeting only in accordance
with applicable rules and procedures of those exchanges, as employed by the street name holder’s brokerage firm.
Vote Count. On each matter to be voted upon, stockholders have one vote for each share of NVIDIA common stock
owned as of March 21, 2016. Votes will be counted by the inspector of election. The following table summarizes vote
requirements and the effect of abstentions and broker non-votes: