Filed: 6 Jun 21, 8:00pm


Date of Report (Date of earliest event reported): June 3, 2021
(Exact name of registrant as specified in its charter)
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareNVDAThe 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Amendment to Certificate of Incorporation

On June 3, 2021, at the 2021 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2021 Annual Meeting, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, or the Amendment, to increase the number of authorized shares of common stock from 2 billion to 4 billion. The Amendment, which was filed with the Secretary of State of the State of Delaware on June 4, 2021, 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 3, 2021, at the 2021 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2021 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 2022 Annual Meeting of Stockholders. The results of the voting were as follows:

a. Robert K. Burgess
     Number of shares For420,596,553 
     Number of shares Withheld1,779,414 
     Number of shares Abstaining2,941,599 
     Number of Broker Non-Votes70,546,857 
b. Tench Coxe
     Number of shares For410,255,042 
     Number of shares Withheld9,706,472 
     Number of shares Abstaining5,356,052 
     Number of Broker Non-Votes70,546,857 
c. John O. Dabiri
     Number of shares For421,550,236 
     Number of shares Withheld1,091,854 
     Number of shares Abstaining2,675,476 
     Number of Broker Non-Votes70,546,857 
d. Persis S. Drell
     Number of shares For420,006,508 
     Number of shares Withheld1,878,898 
     Number of shares Abstaining3,432,160 
     Number of Broker Non-Votes70,546,857 
e. Jen-Hsun Huang
     Number of shares For419,866,452 
     Number of shares Withheld2,416,779 
     Number of shares Abstaining3,034,335 
     Number of Broker Non-Votes70,546,857 
f. Dawn Hudson
     Number of shares For421,036,593 
     Number of shares Withheld1,668,906 
     Number of shares Abstaining2,612,067 
     Number of Broker Non-Votes70,546,857 

g. Harvey C. Jones
     Number of shares For394,798,323 
     Number of shares Withheld24,482,410 
     Number of shares Abstaining6,036,833 
     Number of Broker Non-Votes70,546,857 
h. Michael G. McCaffery
     Number of shares For421,031,980 
     Number of shares Withheld1,606,723 
     Number of shares Abstaining2,678,863 
     Number of Broker Non-Votes70,546,857 
i. Stephen C. Neal
     Number of shares For417,133,291 
     Number of shares Withheld4,867,874 
     Number of shares Abstaining3,316,401 
     Number of Broker Non-Votes70,546,857 
j. Mark L. Perry
     Number of shares For396,451,645 
     Number of shares Withheld22,995,645 
     Number of shares Abstaining5,870,276 
     Number of Broker Non-Votes70,546,857 
k. A. Brooke Seawell
     Number of shares For403,897,070 
     Number of shares Withheld16,021,659 
     Number of shares Abstaining5,398,837 
     Number of Broker Non-Votes70,546,857 
l. Aarti Shah
     Number of shares For421,918,802 
     Number of shares Withheld752,205 
     Number of shares Abstaining2,646,559 
     Number of Broker Non-Votes70,546,857 
m. Mark A. Stevens
     Number of shares For403,821,782 
     Number of shares Withheld15,449,272 
     Number of shares Abstaining6,046,512 
     Number of Broker Non-Votes70,546,857 

2.    Stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our definitive proxy statement for the 2021 Annual Meeting filed with the Securities and Exchange Commission on April 23, 2021. The results of the voting were as follows:

     Number of shares For403,579,177 
     Number of shares Against18,867,902 
     Number of shares Abstaining2,870,487 
     Number of Broker Non-Votes70,546,857 

3.    Stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 30, 2022. The results of the voting were as follows:

     Number of shares For488,145,649 
     Number of shares Against5,075,065 
     Number of shares Abstaining2,643,709 
     Number of Broker Non-Votes— 

4.    Stockholders approved the Amendment. The results of the voting were as follows:

     Number of shares For473,734,960 
     Number of shares Against19,186,243 
     Number of shares Abstaining2,943,220 
     Number of Broker Non-Votes— 

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit NumberDescription
104The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101).

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 4, 2021By: /s/ Rebecca Peters
Rebecca Peters
Vice President, Deputy General Counsel and Assistant Secretary