UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
______________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 22, 2019

NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
0-23985
94-3177549
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2788 San Tomas Expressway, Santa Clara, CA
(Address of principal executive offices)
95051
(Zip Code)
Registrant’s telephone number, including area code: (408) 486-2000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
NVDA
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






 

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

On May 22, 2019, at the 2019 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2019 Annual Meeting, the following proposals were adopted or rejected by the margin indicated. Proxies for the 2019 Annual Meeting were solicited pursuant 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.    Stockholders approved the election of each of our twelve (12) directors to serve for a one-year term until our 2020 Annual Meeting of Stockholders. The results of the voting were as follows:

a. Robert K. Burgess
     Number of shares For
389,905,910

     Number of shares Withheld
1,413,413

     Number of shares Abstaining
2,878,328

     Number of Broker Non-Votes
107,774,681


b. Tench Coxe
     Number of shares For
363,411,201

     Number of shares Withheld
26,031,641

     Number of shares Abstaining
4,754,809

     Number of Broker Non-Votes
107,774,681


c. Persis S. Drell
     Number of shares For
391,107,822

     Number of shares Withheld
938,241

     Number of shares Abstaining
2,151,588

     Number of Broker Non-Votes
107,774,681


d. James C. Gaither
     Number of shares For
361,332,214

     Number of shares Withheld
28,013,231

     Number of shares Abstaining
4,852,206

     Number of Broker Non-Votes
107,774,681


e. Jen-Hsun Huang
     Number of shares For
387,584,221

     Number of shares Withheld
2,956,815

     Number of shares Abstaining
3,656,615

     Number of Broker Non-Votes
107,774,681







f. Dawn Hudson
     Number of shares For
391,163,525

     Number of shares Withheld
918,802

     Number of shares Abstaining
2,115,324

     Number of Broker Non-Votes
107,774,681


g. Harvey C. Jones
     Number of shares For
354,840,497

     Number of shares Withheld
34,599,607

     Number of shares Abstaining
4,757,547

     Number of Broker Non-Votes
107,774,681


h. Michael G. McCaffery
     Number of shares For
391,000,671

     Number of shares Withheld
1,058,036

     Number of shares Abstaining
2,138,944

     Number of Broker Non-Votes
107,774,681


i. Stephen C. Neal
     Number of shares For
390,849,552

     Number of shares Withheld
1,151,523

     Number of shares Abstaining
2,196,576

     Number of Broker Non-Votes
107,774,681


j. Mark L. Perry
     Number of shares For
376,191,526

     Number of shares Withheld
13,258,693

     Number of shares Abstaining
4,747,432

     Number of Broker Non-Votes
107,774,681


k. A. Brooke Seawell
     Number of shares For
363,648,741

     Number of shares Withheld
25,788,843

     Number of shares Abstaining
4,760,067

     Number of Broker Non-Votes
107,774,681


l. Mark A. Stevens
     Number of shares For
385,886,797

     Number of shares Withheld
6,159,632

     Number of shares Abstaining
2,151,222

     Number of Broker Non-Votes
107,774,681







2.    Stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our definitive proxy statement for the 2019 Annual Meeting filed with the Securities and Exchange Commission on April 12, 2019. The results of the voting were as follows:

     Number of shares For
377,985,261

     Number of shares Against
13,681,706

     Number of shares Abstaining
2,530,684

     Number of Broker Non-Votes
107,774,681


3.    Stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 26, 2020. The results of the voting were as follows:

     Number of shares For
492,313,058

     Number of shares Against
6,987,797

     Number of shares Abstaining
2,671,477

     Number of Broker Non-Votes
-


4.    Stockholders did not approve an amendment and restatement of our Certificate of Incorporation to eliminate supermajority voting to remove a director without cause. The results of the voting were as follows:

     Number of shares For
390,648,351

     Number of shares Against
1,260,719

     Number of shares Abstaining
2,288,581

     Number of Broker Non-Votes
107,774,681










SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
NVIDIA Corporation
Date: May 29, 2019
By: /s/ Rebecca Peters
 
Rebecca Peters
 
Vice President, Corporate Affairs and Assistant Secretary