Bylaw Amendment · 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 3, 2021 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) Amendment to Certificate of Incorporation On June 3, 2021, at the 2021 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2021 Annual Meeting, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, or the Amendment, to increase the number of authorized shares of common stock from 2 billion to 4 billion. The Amendment, which was filed with the Secretary of State of the State of Delaware on June 4, 2021, is filed as Exhibit 3.1 to this Current Report on Form 8-K. Item 5.07. Submission of Matters to a Vote of Security Holders. On June 3, 2021, at the 2021 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2021 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 thirteen (13) directors to serve for a one-year term until our 2022 Annual Meeting of Stockholders. The results of the voting were as follows: a. Robert K. Burgess      Number of shares For 420,596,553       Number of shares Withheld 1,779,414       Number of shares Abstaining 2,941,599       Number of Broker Non-Votes 70,546,857  b. Tench Coxe      Number of shares For 410,255,042       Number of shares Withheld 9,706,472       Number of shares Abstaining 5,356,052       Number of Broker Non-Votes 70,546,857  c. John O. Dabiri      Number of shares For 421,550,236       Number of shares Withheld 1,091,854       Number of shares Abstaining 2,675,476       Number of Broker Non-Votes 70,546,857  d. Persis S. Drell      Number of shares For 420,006,508       Number of shares Withheld 1,878,898       Number of shares Abstaining 3,432,160       Number of Broker Non-Votes 70,546,857  e. Jen-Hsun Huang      Number of shares For 419,866,452       Number of shares Withheld 2,416,779       Number of shares Abstaining 3,034,335       Number of Broker Non-Votes 70,546,857  f. Dawn Hudson      Number of shares For 421,036,593       Number of shares Withheld 1,668,906       Number of shares Abstaining 2,612,067       Number of Broker Non-Votes 70,546,857  g. Harvey C. Jones      Number of shares For 394,798,323       Number of shares Withheld 24,482,410       Number of shares Abstaining 6,036,833       Number of Broker Non-Votes 70,546,857  h. Michael G. McCaffery      Number of shares For 421,031,980       Number of shares Withheld 1,606,723       Number of shares Abstaining 2,678,863       Number of Broker Non-Votes 70,546,857  i. Stephen C. Neal      Number of shares For 417,133,291       Number of shares Withheld 4,867,874       Number of shares Abstaining 3,316,401       Number of Broker Non-Votes 70,546,857  j. Mark L. Perry      Number of shares For 396,451,645       Number of shares Withheld 22,995,645       Number of shares Abstaining 5,870,276       Number of Broker Non-Votes 70,546,857  k. A. Brooke Seawell      Number of shares For 403,897,070       Number of shares Withheld 16,021,659       Number of shares Abstaining 5,398,837       Number of Broker Non-Votes 70,546,857  l. Aarti Shah      Number of shares For 421,918,802       Number of shares Withheld 752,205       Number of shares Abstaining 2,646,559       Number of Broker Non-Votes 70,546,857  m. Mark A. Stevens      Number of shares For 403,821,782       Number of shares Withheld 15,449,272       Number of shares Abstaining 6,046,512       Number of Broker Non-Votes 70,546,857  2.    Stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our definitive proxy statement for the 2021 Annual Meeting filed with the Securities and Exchange Commission on April 23, 2021. The results of the voting were as follows:      Number of shares For 403,579,177       Number of shares Against 18,867,902       Number of shares Abstaining 2,870,487       Number of Broker Non-Votes 70,546,857  3.    Stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 30, 2022. The results of the voting were as follows:      Number of shares For 488,145,649       Number of shares Against 5,075,065       Number of shares Abstaining 2,643,709       Number of Broker Non-Votes —  4.    Stockholders approved the Amendment. The results of the voting were as follows:      Number of shares For 473,734,960       Number of shares Against 19,186,243       Number of shares Abstaining 2,943,220       Number of Broker Non-Votes —  Item 9.01    Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Amendment to Amended and Restated Certificate of Incorporation of NVIDIA Corporation. 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 4, 2021 By: /s/ Rebecca Peters Rebecca Peters Vice President, Deputy General Counsel and Assistant Secretary