Form 8-K 2015 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 20, 2015

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.
On May 20, 2015, at the 2015 Annual Meeting of Stockholders, or the 2015 Annual Meeting, of NVIDIA Corporation, the following proposals were adopted by the margin indicated. Proxies for the 2015 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 2016 Annual Meeting of Stockholders of NVIDIA Corporation. The results of the voting were as follows:

a. Robert K. Burgess
     Number of shares For
398,233,469

     Number of shares Withheld
459,329

     Number of shares Abstaining
646,895

     Number of Broker Non-Votes
61,946,583


b. Tench Coxe
     Number of shares For
396,462,444

     Number of shares Withheld
796,692

     Number of shares Abstaining
2,080,557

     Number of Broker Non-Votes
61,946,583


c. Persis S. Drell
     Number of shares For
397,925,031

     Number of shares Withheld
723,632

     Number of shares Abstaining
691,030

     Number of Broker Non-Votes
61,946,583


d. James C. Gaither
     Number of shares For
394,914,063

     Number of shares Withheld
2,264,277

     Number of shares Abstaining
2,161,353

     Number of Broker Non-Votes
61,946,583


e. Jen-Hsun Huang
     Number of shares For
397,463,472

     Number of shares Withheld
414,024

     Number of shares Abstaining
1,462,197

     Number of Broker Non-Votes
61,946,583


f. Dawn Hudson
     Number of shares For
398,079,015

     Number of shares Withheld
576,077

     Number of shares Abstaining
684,601

     Number of Broker Non-Votes
61,946,583






g. Harvey C. Jones
     Number of shares For
395,099,247

     Number of shares Withheld
2,146,110

     Number of shares Abstaining
2,094,336

     Number of Broker Non-Votes
61,946,583


h. Michael G. McCaffery
     Number of shares For
397,859,502

     Number of shares Withheld
789,916

     Number of shares Abstaining
690,275

     Number of Broker Non-Votes
61,946,583


i. William J. Miller
     Number of shares For
388,870,120

     Number of shares Withheld
4,103,242

     Number of shares Abstaining
6,366,331

     Number of Broker Non-Votes
61,946,583


j. Mark L. Perry
     Number of shares For
398,186,352

     Number of shares Withheld
466,012

     Number of shares Abstaining
687,329

     Number of Broker Non-Votes
61,946,583


k. A. Brooke Seawell
     Number of shares For
394,785,909

     Number of shares Withheld
2,465,635

     Number of shares Abstaining
2,088,149

     Number of Broker Non-Votes
61,946,583


l. Mark A. Stevens
     Number of shares For
396,774,232

     Number of shares Withheld
1,878,289

     Number of shares Abstaining
687,172

     Number of Broker Non-Votes
61,946,583


2.    The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in our definitive proxy statement for the 2015 Annual Meeting filed with the Securities and Exchange Commission on April 9, 2015. The results of the voting were as follows:

     Number of shares For
392,487,062

     Number of shares Against
5,389,294

     Number of shares Abstaining
1,463,337

     Number of Broker Non-Votes
61,946,583






3.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 31, 2016. The results of the voting were as follows:

     Number of shares For
458,729,686

     Number of shares Against
1,843,536

     Number of shares Abstaining
713,054

     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 26, 2015
By: /s/ Rebecca Peters
 
Rebecca Peters
 
Vice President, Corporate Affairs and Assistant Secretary