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NVIDIA 8-K 2017

Documents found in this filing:

  1. 8-K
  2. 8-K
Document





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 23, 2017

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))

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 23, 2017, at the 2017 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2017 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2017 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 twelve (12) directors to serve for a one-year term until the 2018 Annual Meeting of Stockholders of NVIDIA Corporation. The results of the voting were as follows:

a. Robert K. Burgess
     Number of shares For
392,223,509

     Number of shares Withheld
292,077

     Number of shares Abstaining
1,094,304

     Number of Broker Non-Votes
80,862,667


b. Tench Coxe
     Number of shares For
386,237,900

     Number of shares Withheld
1,281,207

     Number of shares Abstaining
6,090,783

     Number of Broker Non-Votes
80,862,667


c. Persis S. Drell
     Number of shares For
392,496,361

     Number of shares Withheld
508,596

     Number of shares Abstaining
604,933

     Number of Broker Non-Votes
80,862,667


d. James C. Gaither
     Number of shares For
386,727,114

     Number of shares Withheld
1,440,547

     Number of shares Abstaining
5,442,229

     Number of Broker Non-Votes
80,862,667


e. Jen-Hsun Huang
     Number of shares For
390,480,042

     Number of shares Withheld
829,290

     Number of shares Abstaining
2,300,558

     Number of Broker Non-Votes
80,862,667


f. Dawn Hudson
     Number of shares For
392,556,620

     Number of shares Withheld
482,760

     Number of shares Abstaining
570,510

     Number of Broker Non-Votes
80,862,667







g. Harvey C. Jones
     Number of shares For
385,885,823

     Number of shares Withheld
1,499,602

     Number of shares Abstaining
6,224,465

     Number of Broker Non-Votes
80,862,667


h. Michael G. McCaffery
     Number of shares For
392,511,901

     Number of shares Withheld
490,639

     Number of shares Abstaining
607,350

     Number of Broker Non-Votes
80,862,667


i. William J. Miller
     Number of shares For
368,993,291

     Number of shares Withheld
1,649,104

     Number of shares Abstaining
22,967,495

     Number of Broker Non-Votes
80,862,667


j. Mark L. Perry
     Number of shares For
389,673,069

     Number of shares Withheld
1,041,568

     Number of shares Abstaining
2,895,253

     Number of Broker Non-Votes
80,862,667


k. A. Brooke Seawell
     Number of shares For
386,404,376

     Number of shares Withheld
1,440,856

     Number of shares Abstaining
5,764,658

     Number of Broker Non-Votes
80,862,667


l. Mark A. Stevens
     Number of shares For
391,755,589

     Number of shares Withheld
1,258,140

     Number of shares Abstaining
596,161

     Number of Broker Non-Votes
80,862,667


2.    The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the our definitive proxy statement for the 2017 Annual Meeting filed with the Securities and Exchange Commission on April 7, 2017. The results of the voting were as follows:

     Number of shares For
384,823,601

     Number of shares Against
8,227,634

     Number of shares Abstaining
558,655

     Number of Broker Non-Votes
80,862,667







3.    The approval, on an advisory basis, of the frequency of holding an advisory vote on the compensation of our named executive officers. The results of the voting were as follows:

     Number of shares for 1 Year
356,085,079

     Number of shares for 2 Years
776,695

     Number of shares for 3 Years
36,495,774

     Number of shares Abstaining
252,342

     Number of Broker Non-Votes
80,862,667


Based on the voting results, we have determined to provide for an annual advisory vote on the compensation of our named executive officers.

4.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 28, 2018. The results of the voting were as follows:

     Number of shares For
468,754,634

     Number of shares Against
5,041,729

     Number of shares Abstaining
676,194

     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 30, 2017
By: /s/ Rebecca Peters
 
Rebecca Peters
 
Vice President, Corporate Affairs and Assistant Secretary
 











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