Executive Change · Bylaw Amendment

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 2, 2022 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 2, 2022, at the 2022 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2022 Annual Meeting, our stockholders approved an amendment and restatement of our Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, to increase the available share reserve by 51,500,000 shares as described in our definitive proxy statement for the 2022 Annual Meeting filed with the Securities and Exchange Commission on April 19, 2022, 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 Corporation. 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 to this Current Report on Form 8-K. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) Amendment to Certificate of Incorporation On June 2, 2022, at the 2022 Annual Meeting, our stockholders approved an amendment to our Restated Certificate of Incorporation, or the Amendment, to increase the number of authorized shares of common stock from 4 billion to 8 billion. The Amendment, which was filed with the Secretary of State of the State of Delaware on June 6, 2022, 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 2, 2022, at the 2022 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2022 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 2023 Annual Meeting of Stockholders. The results of the voting were as follows: a. Robert K. Burgess      Number of shares For 1,557,656,916       Number of shares Against 25,355,663       Number of shares Abstaining 3,017,685       Number of Broker Non-Votes 363,931,578  b. Tench Coxe      Number of shares For 1,464,863,119       Number of shares Against 118,067,881       Number of shares Abstaining 3,099,264       Number of Broker Non-Votes 363,931,578  c. John O. Dabiri      Number of shares For 1,572,940,318       Number of shares Against 9,906,378       Number of shares Abstaining 3,183,568       Number of Broker Non-Votes 363,931,578  d. Persis S. Drell      Number of shares For 1,537,139,500       Number of shares Against 43,074,541       Number of shares Abstaining 5,816,223       Number of Broker Non-Votes 363,931,578  e. Jen-Hsun Huang      Number of shares For 1,558,030,069       Number of shares Against 25,750,474       Number of shares Abstaining 2,249,721       Number of Broker Non-Votes 363,931,578  f. Dawn Hudson      Number of shares For 1,559,460,807       Number of shares Against 23,762,969       Number of shares Abstaining 2,806,488       Number of Broker Non-Votes 363,931,578  g. Harvey C. Jones      Number of shares For 1,318,082,151       Number of shares Against 254,092,161       Number of shares Abstaining 13,855,952       Number of Broker Non-Votes 363,931,578  h. Michael G. McCaffery      Number of shares For 1,572,269,568       Number of shares Against 10,468,897       Number of shares Abstaining 3,291,799       Number of Broker Non-Votes 363,931,578  i. Stephen C. Neal      Number of shares For 1,519,848,673       Number of shares Against 60,331,533       Number of shares Abstaining 5,850,058       Number of Broker Non-Votes 363,931,578  j. Mark L. Perry      Number of shares For 1,377,526,033       Number of shares Against 202,714,371       Number of shares Abstaining 5,789,860       Number of Broker Non-Votes 363,931,578  k. A. Brooke Seawell      Number of shares For 1,428,618,970       Number of shares Against 154,322,851       Number of shares Abstaining 3,088,443       Number of Broker Non-Votes 363,931,578  l. Aarti Shah      Number of shares For 1,574,048,777       Number of shares Against 8,864,157       Number of shares Abstaining 3,117,330       Number of Broker Non-Votes 363,931,578  m. Mark A. Stevens      Number of shares For 1,451,553,368       Number of shares Against 128,685,619       Number of shares Abstaining 5,791,277       Number of Broker Non-Votes 363,931,578  2.    Stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement. The results of the voting were as follows:      Number of shares For 1,470,420,627       Number of shares Against 106,301,854       Number of shares Abstaining 9,307,783       Number of Broker Non-Votes 363,931,578  3.    Stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 29, 2023. The results of the voting were as follows:      Number of shares For 1,923,274,578       Number of shares Against 23,850,761       Number of shares Abstaining 2,836,503       Number of Broker Non-Votes —  4.    Stockholders approved the Amendment. The results of the voting were as follows:      Number of shares For 1,883,628,707       Number of shares Against 62,614,633       Number of shares Abstaining 3,718,502       Number of Broker Non-Votes —  5.    Stockholders approved the 2007 Plan. The results of the voting were as follows:      Number of shares For 1,497,320,046       Number of shares Against 85,756,953       Number of shares Abstaining 2,953,265       Number of Broker Non-Votes 363,931,578  Item 9.01    Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Amendment to Restated Certificate of Incorporation of NVIDIA Corporation. 10.1 Amended and Restated 2007 Equity Incentive 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 6, 2022 By: /s/ Rebecca Peters Rebecca Peters Vice President, Deputy General Counsel and Assistant Secretary