Form 8-K 2013 Annual Meeting Results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 15, 2013
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NVIDIA CORPORATION (Exact name of registrant as specified in its charter) |
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Delaware | 0-23985 | 94-3177549 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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2701 San Tomas Expressway, Santa Clara, CA (Address of principal executive offices) | 95050 (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 (see General Instruction A.2. below):
[ ] 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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2013 Annual Meeting of the Stockholders of NVIDIA Corporation held on May 15, 2013, or the 2013 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2013 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. The election of six (6) directors to serve for a one-year term until the 2014 Annual Meeting of Stockholders of NVIDIA Corporation. The results of the voting were as follows:
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a. Tench Coxe |
Number of shares For | 371,515,009 |
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Number of shares Withheld | 2,324,009 |
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Number of shares Abstaining | 21,300,484 |
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Number of Broker Non-Votes | 99,558,827 |
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b. James C. Gaither |
Number of shares For | 371,346,862 |
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Number of shares Withheld | 2,517,326 |
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Number of shares Abstaining | 21,275,314 |
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Number of Broker Non-Votes | 99,558,827 |
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c. Jen-Hsun Huang |
Number of shares For | 384,046,107 |
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Number of shares Withheld | 1,661,338 |
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Number of shares Abstaining | 9,432,057 |
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Number of Broker Non-Votes | 99,558,827 |
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d. Mark L. Perry |
Number of shares For | 385,062,139 |
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Number of shares Withheld | 1,654,407 |
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Number of shares Abstaining | 8,422,956 |
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Number of Broker Non-Votes | 99,558,827 |
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e. A. Brooke Seawell |
Number of shares For | 372,177,984 |
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Number of shares Withheld | 2,419,948 |
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Number of shares Abstaining | 20,541,570 |
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Number of Broker Non-Votes | 99,558,827 |
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f. Mark A. Stevens |
Number of shares For | 384,218,530 |
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Number of shares Withheld | 1,800,317 |
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Number of shares Abstaining | 9,120,655 |
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Number of Broker Non-Votes | 99,558,827 |
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The other directors whose term of office as a director continued after the 2013 Annual Meeting are Robert K. Burgess, Harvey C. Jones and William J. Miller.
2. The reapproval of the amendment and restatement of the NVIDIA Corporation 2007 Equity Incentive Plan. The results of the voting were as follows:
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Number of shares For | 361,092,373 |
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Number of shares Withheld | 26,980,154 |
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Number of shares Abstaining | 7,066,975 |
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Number of Broker Non-Votes | 99,558,827 |
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3. The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in our 2013 definitive proxy statement, filed with the Securities and Exchange Commission on April 2, 2013. The results of the voting were as follows:
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Number of shares For | 382,493,329 |
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Number of shares Withheld | 5,456,667 |
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Number of shares Abstaining | 7,189,506 |
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Number of Broker Non-Votes | 99,558,827 |
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4. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 26, 2014. The results of the voting were as follows:
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Number of shares For | 484,972,161 |
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Number of shares Withheld | 2,107,289 |
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Number of shares Abstaining | 7,618,879 |
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Number of Broker Non-Votes | — |
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SIGNATURES
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.
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| NVIDIA Corporation |
Date: May 21, 2013 | By: /s/ David M. Shannon |
| David M. Shannon |
| Executive Vice President, General Counsel and Secretary |