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 26, 2024 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 5.07. Submission of Matters to a Vote of Security Holders. On June 26, 2024, at the 2024 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2024 Annual Meeting, the following proposals were adopted by the margin indicated. The record date for the 2024 Annual Meeting was April 29, 2024, which preceded the date of our ten-for-one forward stock split effected on June 7, 2024, and therefore the final voting results reported below are on a pre-stock split basis. 1.    Stockholders approved the election of each of our twelve (12) director nominees to hold office until the 2025 Annual Meeting of Stockholders of NVIDIA Corporation and until his or her successor is elected or appointed. The results of the voting were as follows: a. Robert K. Burgess Number of shares For 1,599,856,381 Number of shares Against  53,876,854 Number of shares Abstaining  2,656,440 Number of Broker Non-Votes 293,416,473 b. Tench Coxe Number of shares For 1,527,721,849 Number of shares Against  126,000,023 Number of shares Abstaining  2,667,803 Number of Broker Non-Votes 293,416,473 c. John O. Dabiri Number of shares For 1,637,066,126 Number of shares Against  16,466,076 Number of shares Abstaining  2,857,473 Number of Broker Non-Votes 293,416,473 d. Persis S. Drell Number of shares For 1,605,895,970 Number of shares Against  47,832,005 Number of shares Abstaining  2,661,700 Number of Broker Non-Votes 293,416,473 e. Jen-Hsun Huang Number of shares For 1,631,633,636 Number of shares Against  22,473,582 Number of shares Abstaining  2,282,457 Number of Broker Non-Votes 293,416,473 f. Dawn Hudson Number of shares For 1,603,616,438 Number of shares Against  50,087,714 Number of shares Abstaining  2,685,523 Number of Broker Non-Votes 293,416,473 g. Harvey C. Jones Number of shares For 1,491,812,333 Number of shares Against  161,876,590 Number of shares Abstaining  2,700,752 Number of Broker Non-Votes 293,416,473 h. Melissa B. Lora Number of shares For 1,652,017,772 Number of shares Against 1,577,647 Number of shares Abstaining 2,794,256 Number of Broker Non-Votes 293,416,473 i. Stephen C. Neal Number of shares For 1,557,130,163 Number of shares Against  96,431,434 Number of shares Abstaining  2,828,078 Number of Broker Non-Votes 293,416,473 j. A. Brooke Seawell Number of shares For 1,513,081,313 Number of shares Against  140,288,480 Number of shares Abstaining  3,019,882 Number of Broker Non-Votes 293,416,473 k. Aarti Shah Number of shares For 1,525,607,990 Number of shares Against  127,858,107 Number of shares Abstaining  2,923,578 Number of Broker Non-Votes 293,416,473 l. Mark A. Stevens Number of shares For 1,558,109,486 Number of shares Against  95,535,352 Number of shares Abstaining  2,744,837 Number of Broker Non-Votes 293,416,473 2.    Stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our definitive proxy statement for the 2024 Annual Meeting filed with the Securities and Exchange Commission on May 14, 2024. The results of the voting were as follows: Number of shares For 1,527,356,698 Number of shares Against 121,555,544 Number of shares Abstaining 7,477,433 Number of Broker Non-Votes 293,416,473 3.    Stockholders approved the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 26, 2025. The results of the voting were as follows: Number of shares For 1,879,767,350 Number of shares Against 67,627,481 Number of shares Abstaining 2,411,317 Number of Broker Non-Votes — 4.    Stockholders approved, on an advisory basis, a stockholder proposal to replace the supermajority voting provisions in our charter and bylaws with a simple majority voting standard. The results of the voting were as follows:* Number of shares For 1,466,504,471 Number of shares Against 143,103,694 Number of shares Abstaining 40,088,907 Number of Broker Non-Votes     293,416,473 *     In addition, there were 6,692,603 shares present, represented by proxy and entitled to vote on this proposal for which no voting directions were indicated. As our Board of Directors elected to make no recommendation with respect to this proposal, the proxyholders did not vote these shares on this proposal. 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: July 2, 2024 By: /s/ Rebecca Peters Rebecca Peters Vice President, Deputy General Counsel and Assistant Secretary