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NVIDIA 8-K 2013

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K 2013 Annual Meeting Results





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 15, 2013

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.)

2701 San Tomas Expressway, Santa Clara, CA
(Address of principal executive offices)
95050
(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))




 
 
 
 
 





Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2013 Annual Meeting of the Stockholders of NVIDIA Corporation held on May 15, 2013, or the 2013 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2013 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.    The election of six (6) directors to serve for a one-year term until the 2014 Annual Meeting of Stockholders of NVIDIA Corporation. The results of the voting were as follows:


a. Tench Coxe
     Number of shares For
371,515,009

     Number of shares Withheld
2,324,009

     Number of shares Abstaining
21,300,484

     Number of Broker Non-Votes
99,558,827


b. James C. Gaither
     Number of shares For
371,346,862

     Number of shares Withheld
2,517,326

     Number of shares Abstaining
21,275,314

     Number of Broker Non-Votes
99,558,827


c. Jen-Hsun Huang
     Number of shares For
384,046,107

     Number of shares Withheld
1,661,338

     Number of shares Abstaining
9,432,057

     Number of Broker Non-Votes
99,558,827


d. Mark L. Perry
     Number of shares For
385,062,139

     Number of shares Withheld
1,654,407

     Number of shares Abstaining
8,422,956

     Number of Broker Non-Votes
99,558,827


e. A. Brooke Seawell
     Number of shares For
372,177,984

     Number of shares Withheld
2,419,948

     Number of shares Abstaining
20,541,570

     Number of Broker Non-Votes
99,558,827


f. Mark A. Stevens
     Number of shares For
384,218,530

     Number of shares Withheld
1,800,317

     Number of shares Abstaining
9,120,655

     Number of Broker Non-Votes
99,558,827







The other directors whose term of office as a director continued after the 2013 Annual Meeting are Robert K. Burgess, Harvey C. Jones and William J. Miller.

2.    The reapproval of the amendment and restatement of the NVIDIA Corporation 2007 Equity Incentive Plan. The results of the voting were as follows:

     Number of shares For
361,092,373

     Number of shares Withheld
26,980,154

     Number of shares Abstaining
7,066,975

     Number of Broker Non-Votes
99,558,827



3.    The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in our 2013 definitive proxy statement, filed with the Securities and Exchange Commission on April 2, 2013. The results of the voting were as follows:

     Number of shares For
382,493,329

     Number of shares Withheld
5,456,667

     Number of shares Abstaining
7,189,506

     Number of Broker Non-Votes
99,558,827


4.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 26, 2014. The results of the voting were as follows:

     Number of shares For
484,972,161

     Number of shares Withheld
2,107,289

     Number of shares Abstaining
7,618,879

     Number of Broker Non-Votes







        


















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 21, 2013
By: /s/ David M. Shannon
 
David M. Shannon
 
Executive Vice President, General Counsel and Secretary
 




        







































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