8-KShareholder MattersCorporate ChangesExhibits & Filings

NVIDIA CORP 8-K Report, Bylaw Amendment (May 24, 2011)

Filed May 24, 2011For Securities:NVDA

Summary

NVIDIA Corporation (NVDA) filed an 8-K on May 24, 2011, detailing significant corporate governance changes approved by its stockholders at the 2011 Annual Meeting held on May 18, 2011. The most critical update for investors is the successful declassification of the Board of Directors, transitioning from a staggered, three-year term system to an annual election of all directors by 2014. This move is generally viewed positively by the market as it enhances shareholder accountability and allows for more frequent evaluation of board performance. Beyond the declassification, the filing also reported on routine matters, including the election of two directors, Harvey C. Jones and William J. Miller, to three-year terms expiring in 2014. Additionally, shareholders provided an advisory vote of approval on executive compensation and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for the upcoming fiscal year. The overwhelming support for the declassification proposal indicates strong shareholder consensus on improving corporate governance.

Key Highlights

  • 1NVIDIA stockholders approved an amendment to declassify the Board of Directors, moving towards annual election of all directors by 2014.
  • 2The declassification of the board is effective as of May 23, 2011, upon filing with the Delaware Secretary of State.
  • 3Directors elected prior to this change will complete their existing three-year terms, with successors serving one-year terms thereafter.
  • 4Harvey C. Jones and William J. Miller were elected as directors to serve three-year terms until the 2014 Annual Meeting.
  • 5Shareholders provided an advisory vote of approval on the compensation of named executive officers.
  • 6The appointment of PricewaterhouseCoopers LLP as NVIDIA's independent registered accounting firm for fiscal year 2012 was ratified.
  • 7The overwhelming 'for' vote on the declassification proposal (498,641,043 shares) highlights strong shareholder support for enhanced governance.

Frequently Asked Questions

The most significant change is the declassification of NVIDIA's Board of Directors. This means that starting in 2014, all directors will be elected annually by shareholders, moving away from the previous staggered, three-year term system. This change is generally favored by investors as it increases board accountability.

The amendment to declassify the Board of Directors was filed with the Secretary of State of Delaware on May 23, 2011, and was effective as of that date. While directors elected before this will serve out their current terms, their successors will be elected to one-year terms, leading to full annual elections by the 2014 Annual Meeting.

Yes, shareholders also elected two directors (Harvey C. Jones and William J. Miller) for three-year terms, provided an advisory vote of approval on executive compensation, and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending January 29, 2012.

Shareholders overwhelmingly approved the amendment to declassify the Board of Directors. The proposal received 498,641,043 votes in favor, with only 1,318,425 votes against, indicating strong shareholder support for this governance change.