Executive Change · Shareholder Vote

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): June 9, 2020 NVIDIA CORP ORATION (Exact name of registrant as specified in its charter) Delaware 0-23985 94-3177549 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)       2788 San Tomas Expressway , Santa Clara , CA 95051 (Address of principal executive offices) (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: ☐ 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 ☐ 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. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment and Restatement of Amended and Restated 2007 Equity Incentive Plan On June 9, 2020, at the 2020 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2020 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 14,800,000 shares as described in our definitive proxy statement for the 2020 Annual Meeting filed with the Securities and Exchange Commission on April 29, 2020, 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 Exhibit 10.1 hereto and incorporated herein by reference. Amendment and Restatement of Amended and Restated 2012 Employee Stock Purchase Plan At the 2020 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 2,000,000 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 Exhibit 10.2 hereto and incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2020 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2020 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 each of our eleven (11) directors to serve for a one-year term until our 2021 Annual Meeting of Stockholders. The results of the voting were as follows: a. Robert K. Burgess      Number of shares For 425,567,648      Number of shares Withheld 2,858,505      Number of shares Abstaining 2,824,938      Number of Broker Non-Votes 78,520,836 b. Tench Coxe      Number of shares For 400,277,306      Number of shares Withheld 25,436,995      Number of shares Abstaining 5,536,790      Number of Broker Non-Votes 78,520,836 c. Persis S. Drell      Number of shares For 427,327,902      Number of shares Withheld 1,183,853      Number of shares Abstaining 2,739,336      Number of Broker Non-Votes 78,520,836 d. Jen-Hsun Huang      Number of shares For 420,996,670      Number of shares Withheld 5,506,993      Number of shares Abstaining 4,747,428      Number of Broker Non-Votes 78,520,836 e. Dawn Hudson      Number of shares For 427,736,800      Number of shares Withheld 836,070      Number of shares Abstaining 2,678,221      Number of Broker Non-Votes 78,520,836 f. Harvey C. Jones      Number of shares For 377,430,257      Number of shares Withheld 48,076,494      Number of shares Abstaining 5,744,340      Number of Broker Non-Votes 78,520,836 g. Michael G. McCaffery      Number of shares For 427,294,062      Number of shares Withheld 1,215,719      Number of shares Abstaining 2,741,310      Number of Broker Non-Votes 78,520,836 h. Stephen C. Neal      Number of shares For 415,991,862      Number of shares Withheld 12,436,950      Number of shares Abstaining 2,822,279      Number of Broker Non-Votes 78,520,836 i. Mark L. Perry      Number of shares For 398,218,430      Number of shares Withheld 27,275,266      Number of shares Abstaining 5,757,395      Number of Broker Non-Votes 78,520,836 j. A. Brooke Seawell      Number of shares For 398,666,286      Number of shares Withheld 26,948,248      Number of shares Abstaining 5,636,557      Number of Broker Non-Votes 78,520,836 k. Mark A. Stevens      Number of shares For 407,602,887      Number of shares Withheld 17,878,569      Number of shares Abstaining 5,769,635      Number of Broker Non-Votes 78,520,836 2.    The approval, on an advisory basis, of the compensation of our named executive officers as disclosed Proxy Statement. The results of the voting were as follows:      Number of shares For 412,918,190      Number of shares Against 15,387,870      Number of shares Abstaining 2,945,031      Number of Broker Non-Votes 78,520,836 3.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 31, 2021. The results of the voting were as follows:      Number of shares For 500,196,330      Number of shares Against 6,703,092      Number of shares Abstaining 2,872,505      Number of Broker Non-Votes — 4.    The approval of the 2007 Plan. The results of the voting were as follows:      Number of shares For 410,597,186      Number of shares Against 17,983,325      Number of shares Abstaining 2,670,580      Number of Broker Non-Votes 78,520,836 5.    The approval of the 2012 Plan. The results of the voting were as follows:      Number of shares For 426,355,595      Number of shares Against 2,369,354      Number of shares Abstaining 2,526,142      Number of Broker Non-Votes 78,520,836 Item 9.01    Financial Statements and Exhibits. (d) Exhibits Exhibit Number   Description 10.1   Amended and Restated 2007 Equity Incentive Plan 10.2   Amended and Restated 2012 Employee Stock Purchase Plan 104   The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101) SIGNATURE 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: June 15, 2020 By: /s/ Rebecca Peters   Rebecca Peters   Vice President, Corporate Affairs and Assistant Secretary