NVIDIA CORPORATION (NASDAQ:NVDA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

NVIDIA CORPORATION (NASDAQ:NVDA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(e) Amendment and Restatement of Amended and Restated 2007 Equity Incentive Plan

On May 16, 2018, at the 2018 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2018 Annual Meeting, our stockholders approved an amendment and restatement of the NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, to increase the available share reserve by 23,000,000 shares as described in our definitive proxy statement for the 2018 Annual Meeting filed with the Securities and Exchange Commission on April 6, 2018, or the Proxy Statement. The 2007 Plan previously had been approved, subject to stockholder approval, by the Compensation Committee of the Board of Directors of NVIDIA, or the Committee. A summary of the 2007 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2007 Plan are qualified in their entirety by reference to the text of the 2007 Plan, which is filed as Exhibit10.1 hereto and incorporated herein by reference.

Amendment and Restatement of 2012 Employee Stock Purchase Plan

At the 2018 Annual Meeting, our stockholders also approved an amendment and restatement of the NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan, or the 2012 Plan, to increase the available share reserve by 13,500,000 shares as described in the Proxy Statement. The 2012 Plan previously had been approved, subject to stockholder approval, by the Committee. A summary of the 2012 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2012 Plan are qualified in their entirety by reference to the text of the 2012 Plan, which is filed as Exhibit10.2 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2018 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2018 Annual Meeting were solicited to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.

1.The election of eleven (11) directors to serve for a one-year term until the 2019 Annual Meeting of Stockholders of NVIDIA Corporation. The results of the voting were as follows:

a. Robert K. Burgess

Number of shares For

389,082,026

Number of shares Withheld

1,757,716

Number of shares Abstaining

1,032,012

Number of Broker Non-Votes

111,817,277

b. Tench Coxe

Number of shares For

367,590,677

Number of shares Withheld

21,761,378

Number of shares Abstaining

2,519,699

Number of Broker Non-Votes

111,817,277

c. Persis S. Drell

Number of shares For

389,844,378

Number of shares Withheld

984,285

Number of shares Abstaining

1,043,091

Number of Broker Non-Votes

111,817,277

d. James C. Gaither

Number of shares For

364,954,464

Number of shares Withheld

24,263,401

Number of shares Abstaining

2,653,889

Number of Broker Non-Votes

111,817,277

e. Jen-Hsun Huang

Number of shares For

387,514,044

Number of shares Withheld

2,653,201

Number of shares Abstaining

1,704,509

Number of Broker Non-Votes

111,817,277

f. Dawn Hudson

Number of shares For

390,611,730

Number of shares Withheld

832,521

Number of shares Abstaining

427,503

Number of Broker Non-Votes

111,817,277

g. Harvey C. Jones

Number of shares For

362,206,296

Number of shares Withheld

27,091,626

Number of shares Abstaining

2,573,832

Number of Broker Non-Votes

111,817,277

h. Michael G. McCaffery

Number of shares For

390,603,365

Number of shares Withheld

790,154

Number of shares Abstaining

478,235

Number of Broker Non-Votes

111,817,277

i. Mark L. Perry

Number of shares For

378,876,107

Number of shares Withheld

11,027,438

Number of shares Abstaining

1,968,209

Number of Broker Non-Votes

111,817,277

j. A. Brooke Seawell

Number of shares For

367,828,829

Number of shares Withheld

21,519,148

Number of shares Abstaining

2,523,777

Number of Broker Non-Votes

111,817,277

k. Mark A. Stevens

Number of shares For

386,368,413

Number of shares Withheld

4,988,443

Number of shares Abstaining

514,898

Number of Broker Non-Votes

111,817,277

2.The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the Proxy Statement. The results of the voting were as follows:

Number of shares For

382,656,840

Number of shares Against

8,325,994

Number of shares Abstaining

888,920

Number of Broker Non-Votes

111,817,277

3.The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January27, 2019. The results of the voting were as follows:

Number of shares For

494,844,879

Number of shares Against

7,744,702

Number of shares Abstaining

1,099,450

Number of Broker Non-Votes

__

4.The approval of the 2007 Plan. The results of the voting were as follows:

Number of shares For

374,422,831

Number of shares Against

16,581,237

Number of shares Abstaining

867,686

Number of Broker Non-Votes

111,817,277

5.The approval of the 2012 Plan. The results of the voting were as follows:

Number of shares For

387,376,942

Number of shares Against

3,763,309

Number of shares Abstaining

731,503

Number of Broker Non-Votes

111,817,277

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


NVIDIA CORP Exhibit
EX-10.1 2 a2007eip2018restatement.htm EXHIBIT 10.1 AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN Exhibit EXHIBIT 10.1NVIDIA Corporation Amended and Restated 2007 Equity Incentive PlanApproved by the Compensation Committee: April 24,…
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About NVIDIA CORPORATION (NASDAQ:NVDA)

NVIDIA Corporation (NVIDIA) is engaged in visual computing. The Company operates through segments, including GPU and Tegra Processor. Its GPU businesses include GeForce for personal computer (PC) gaming; Quadro for design professionals working in computer-aided design, video editing, special effects and other creative applications; Tesla for deep learning and accelerated computing, leveraging the parallel computing capabilities of graphics processing units (GPUs) for general purpose computing, and GRID to provide the power of NVIDIA graphics through the cloud and datacenters. The Company’s Tegra processors are primarily designed to enable its branded platforms: DRIVE and SHIELD. Tegra is also sold to original equipment manufacturers (OEMs) for devices. DRIVE automotive computers provide supercomputing capabilities to make driving safer. SHIELD consists of a family of devices designed to harness the power of mobile-cloud to revolutionize gaming.

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