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 22, 2023 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 22, 2023, at the 2023 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2023 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2023 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) director nominees to hold office until the 2024 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 1,625,854,250 Number of shares Against 55,516,966 Number of shares Abstaining 2,085,730 Number of Broker Non-Votes 286,066,136 b. Tench Coxe Number of shares For 1,541,282,586 Number of shares Against 140,103,871 Number of shares Abstaining 2,070,489 Number of Broker Non-Votes 286,066,136 c. John O. Dabiri Number of shares For 1,651,249,399 Number of shares Against 30,122,052 Number of shares Abstaining 2,085,495 Number of Broker Non-Votes 286,066,136 d. Persis S. Drell Number of shares For 1,623,178,165 Number of shares Against 58,242,340 Number of shares Abstaining 2,036,441 Number of Broker Non-Votes 286,066,136 e. Jen-Hsun Huang Number of shares For 1,647,312,653 Number of shares Against 32,866,873 Number of shares Abstaining 3,277,420 Number of Broker Non-Votes 286,066,136 f. Dawn Hudson Number of shares For 1,630,929,129 Number of shares Against 50,515,840 Number of shares Abstaining 2,011,977 Number of Broker Non-Votes 286,066,136 g. Harvey C. Jones Number of shares For 1,485,702,770 Number of shares Against 195,712,370 Number of shares Abstaining 2,041,806 Number of Broker Non-Votes 286,066,136 h. Michael G. McCaffery Number of shares For 1,666,592,304 Number of shares Against 14,686,036 Number of shares Abstaining 2,178,606 Number of Broker Non-Votes 286,066,136 i. Stephen C. Neal Number of shares For 1,500,500,287 Number of shares Against 180,807,940 Number of shares Abstaining 2,148,719 Number of Broker Non-Votes 286,066,136 j. Mark L. Perry Number of shares For 1,506,459,534 Number of shares Against 174,857,324 Number of shares Abstaining 2,140,088 Number of Broker Non-Votes 286,066,136 k. A. Brooke Seawell Number of shares For 1,527,924,819 Number of shares Against 152,477,701 Number of shares Abstaining 3,054,426 Number of Broker Non-Votes 286,066,136 l. Aarti Shah Number of shares For 1,676,241,988 Number of shares Against 5,161,064 Number of shares Abstaining 2,053,894 Number of Broker Non-Votes 286,066,136 m. Mark A. Stevens Number of shares For 1,562,037,938 Number of shares Against 119,338,471 Number of shares Abstaining 2,080,537 Number of Broker Non-Votes 286,066,136 2.    Stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our definitive proxy statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission on May 8, 2023. The results of the voting were as follows: Number of shares For 1,544,447,439 Number of shares Against 123,717,725 Number of shares Abstaining 15,291,782 Number of Broker Non-Votes 286,066,136 3.     Stockholders approved, on an advisory basis, the frequency of holding an advisory vote on the compensation of our named executive officers. The results of the voting were as follows: Number of shares for 1 Year 1,664,241,344 Number of shares for 2 Years 2,062,943 Number of shares for 3 Years 14,923,601 Number of shares Abstaining 2,229,058 Number of Broker Non-Votes 286,066,136 Based on the voting results, we have determined to provide for an annual advisory vote on the compensation of our named executive officers. 4.    Stockholders approved the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 28, 2024. The results of the voting were as follows: Number of shares For 1,938,914,100 Number of shares Against 28,443,041 Number of shares Abstaining 2,165,941 Number of Broker Non-Votes — 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 27, 2023 By: /s/ Rebecca Peters Rebecca Peters Vice President, Deputy General Counsel and Assistant Secretary