NVIDIA 2016 Annual Report Download - page 27

9
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
3Ratification of the selection of PwC as our independent registered public
accounting firm for Fiscal 2017
FOR votes from the holders of a majority
of shares present and entitled to vote Against None
4Approval of an amendment and
restatement of our 2007 Plan FOR votes from the holders of a majority of shares present and entitled to vote Against None
5Approval of an amendment and
restatement of our 2012 ESPP 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 return 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 2016 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 2016 Meeting. Final voting results will be published
in a current report on Form 8-K, which will be filed with the SEC by May 24, 2016.
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 7, 2016, we sent stockholders who
own our common stock at the close of business on March 21, 2016 (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).