NVIDIA 2016 Annual Report Download - page 82

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Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm
for Fiscal 2017
The AC has selected PwC to serve as our independent registered public accounting firm for our fiscal year ending
January 29, 2017. Stockholder ratification of the AC’s selection of PwC is not required by our Bylaws or any other governing
documents or laws. As a matter of good corporate governance, we are submitting the selection of PwC to our stockholders
for ratification. If our stockholders do not ratify the selection, the AC will reconsider whether or not to retain PwC. Even
if the selection is ratified, the AC in its sole discretion may direct the appointment of a different independent registered
public accounting firm at any time during the fiscal year if it determines that such a change would be in our best interests
and those of our stockholders.
The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote at
the 2016 Meeting will be required to ratify the selection of PwC. Abstentions will be counted toward the tabulation of votes
cast and will have the same effect as votes against the proposal. Broker non-votes are counted toward a quorum, but are not
counted for any purpose in determining whether this proposal has been approved.
We expect that a representative of PwC will attend the 2016 Meeting. The PwC representative will have an opportunity
to make a statement at the 2016 Meeting if he or she so desires. The representative will also be available to respond to
appropriate stockholder questions.
Recommendation of the Board
The Board recommends that you vote FOR the ratifications of the selection of PwC as our independent registered
public accounting firm for our fiscal year ending January 29, 2017.
Fees Billed by the Independent Registered Public Accounting Firm
The following is a summary of fees billed by PwC for Fiscal 2016 and 2015 for audit, tax and other professional services
during each fiscal year:
Fiscal 2016 Fiscal 2015
Audit Fees (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,083,453 $ 4,161,541
Audit-Related Fees (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000 —
Tax Fees (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309,974 261,771
All Other Fees (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600 3,600
Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,697,027 $ 4,426,912
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(1) Audit fees included fees for the audit of our consolidated financial statements, the audit of our internal control over financial
reporting, reviews of our quarterly financial statements and annual report, reviews of SEC registration statements and related
consents, and fees related to statutory audits of some of our international entities.
(2) Audit-related fees consisted of accounting consultation in connection with a build-to-suit operating lease financing arrangement.
(3) Tax fees consisted of fees for tax compliance and consultation services.
(4) All other fees consisted of fees for products or services other than those included above, including payment to PwC related to
the use of an accounting regulatory database.
All of the services provided for Fiscal 2016 and 2015 described above were pre-approved by the AC or the Chairperson
of the AC through the authority granted to him by the AC, which is described below.