8-K/AShareholder Matters

NVIDIA CORP 8-K/A Report, Shareholder Vote Results (Oct 14, 2011)

Filed October 14, 2011For Securities:NVDA

Summary

This amended 8-K filing from NVIDIA Corporation (NVDA) clarifies a decision made by its Board of Directors regarding the frequency of advisory stockholder votes on executive compensation. Following a preference indicated by stockholders in a prior vote on May 18, 2011, NVIDIA's Board has determined that such advisory votes on executive compensation will be held annually. This decision is effective until the Board decides otherwise or calls for another advisory vote on the frequency, which is scheduled to occur no later than the 2017 Annual Meeting. This amendment serves solely to disclose this specific corporate governance decision, with no other changes made to the original Form 8-K filing.

Key Highlights

  • 1NVIDIA's Board of Directors has decided to hold advisory stockholder votes on executive compensation on an annual basis.
  • 2This decision follows a prior stockholder preference indicated on May 18, 2011.
  • 3The annual advisory vote will continue until the Board makes a different determination or initiates another vote on frequency.
  • 4Any subsequent vote on compensation frequency will occur no later than NVIDIA's 2017 Annual Meeting.
  • 5This filing is an amendment (8-K/A) to a previous Form 8-K filed on May 24, 2011.
  • 6The sole purpose of this amendment is to report the decision on the frequency of executive compensation advisory votes.

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