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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NVIDIA Corporation | NASDAQ:NVDA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-9.96 | -1.13% | 867.61 | 867.40 | 868.00 | 812,755 | 14:16:25 |
¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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NVIDIA C
ORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Aggregate number of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Date and time:
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Wednesday, May 22, 2019 at 10:30 a.m. Pacific Daylight Time
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Location:
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Online at www.virtualshareholdermeeting.com/NVIDIA2019
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Items of business:
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•
Election of twelve directors nominated by the Board of Directors
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Approval of our executive compensation
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Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2020
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Approval of an amendment and restatement of our Certificate of Incorporation to eliminate supermajority voting to remove a director without cause
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Transaction of other business properly brought before the meeting
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Record date:
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You can attend, and vote at, the annual meeting if you were a stockholder of record at the close of business on March 25, 2019.
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Virtual meeting admission:
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We will be holding our annual meeting online only this year at www.virtualshareholdermeeting.com/NVIDIA2019. To participate in the annual meeting, you will need the control number included on your notice of proxy materials or printed proxy card.
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Pre-meeting forum:
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In order to allow for communication with our stockholders in connection with the annual meeting, we have established a pre-meeting forum located at www.proxyvote.com where you can submit advance questions to us.
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PAGE
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2007 Plan
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NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan
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2012 ESPP
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NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan
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2019 A&R Charter
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The Company’s proposed Amended and Restated Charter
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AC
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Audit Committee
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Base Operating Plan
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Performance goal necessary to earn the target award under the Variable Cash Plan and for the target number of SY PSUs to become eligible to vest
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Board
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The Company’s Board of Directors
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CC
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Compensation Committee
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CD&A
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Compensation Discussion and Analysis
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CEO
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Chief Executive Officer
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CFO
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Chief Financial Officer
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Charter
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The Company’s Amended and Restated Certificate of Incorporation
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Company
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NVIDIA Corporation, a Delaware corporation
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Control Number
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Identification number for each stockholder included in Notice or proxy card
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Dodd Frank Act
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Dodd-Frank Wall Street Reform and Consumer Protection Act
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Exchange Act
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Securities Exchange Act of 1934, as amended
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Exequity
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Exequity LLP, the CC’s independent compensation consultant
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FASB
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Financial Accounting Standards Board
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Fiscal 20__
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The Company’s fiscal year ended on the last Sunday in January of the stated year
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Form 10-K
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The Company’s Annual Report on Form 10-K for Fiscal 2019 filed with the SEC on February 21, 2019
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GAAP
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Generally accepted accounting principles
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Internal Revenue Code
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U.S. Internal Revenue Code of 1986, as amended
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Lead Director
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Lead independent director
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Meeting
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Annual Meeting of Stockholders
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MY PSUs
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Multi-year PSUs with a three-year performance metric
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Nasdaq
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The Nasdaq Stock Market LLC
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NCGC
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Nominating and Corporate Governance Committee
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NEOs
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Named Executive Officers consisting of our CEO, our CFO, and our other three most highly compensated executive officers as of the end of Fiscal 2019
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Non-GAAP Operating Income
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GAAP operating income adjusted for stock-based compensation expense, acquisition-related and other costs, and legal settlement costs, as the Company reports in its respective earnings materials. The net aggregate adjustment to GAAP operating income for these items for Fiscal 2019 was $603 million and for Fiscal 2018 was $407 million. Please see
Reconciliation of Non-GAAP Financial Measures
in our CD&A for a reconciliation between the non-GAAP measures and GAAP results
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Notice
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Notice of Internet Availability of Proxy Materials
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NYSE
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New York Stock Exchange
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PSUs
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Performance stock units
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PwC
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PricewaterhouseCoopers LLP
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RSUs
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Restricted stock units
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S&P 500
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Standard & Poor’s 500 Composite Index
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SEC
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U.S. Securities and Exchange Commission
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Securities Act
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Securities Act of 1933, as amended
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Stretch
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Performance goal necessary for the maximum number of MY PSUs to become eligible to vest
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Stretch Operating Plan
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Performance goal necessary to earn the maximum award under the Variable Cash Plan and for the maximum number of SY PSUs to become eligible to vest
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SY PSUs
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PSUs with a single-year performance metric, vesting over four years
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Target
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Performance goal necessary for the target number of MY PSUs to become eligible to vest
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Threshold
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Minimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs and MY PSUs to become eligible to vest
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TSR
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Total shareholder return
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Variable Cash Plan
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The Company’s variable cash compensation plan
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Date and time:
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Wednesday, May 22, 2019 at 10:30 a.m. Pacific Daylight Time
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Location:
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Online at www.virtualshareholdermeeting.com/NVIDIA2019
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Record date:
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Stockholders as of March 25, 2019 are entitled to vote
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Admission to meeting:
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You will need your Control Number to attend the annual meeting
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Matter
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Page
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Board Recommendation
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Vote Required
for Approval
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Effect of Abstentions
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Effect of Broker Non-Votes
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Management Proposals:
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Election of twelve directors
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FOR
each director nominee
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More
FOR
than
WITHHOLD
votes
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None
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None
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Approval of our executive compensation
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FOR
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Majority of shares present
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Against
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None
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Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 2020
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FOR
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Majority of shares present
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Against
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None
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Approval of an amendment and restatement of our Charter to eliminate supermajority voting to remove a director without cause
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FOR
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66 2/3% of shares outstanding
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Against
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Against
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Name
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Age
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Director Since
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Occupation
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Financial Expert
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Committee Membership
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Robert K. Burgess
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61
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2011
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Independent Consultant
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ü
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CC
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Tench Coxe
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61
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1993
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Managing Director, Sutter Hill Ventures
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CC
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Persis S. Drell
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63
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2015
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Provost, Stanford University
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CC
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James C. Gaither
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81
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1998
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Managing Director, Sutter Hill Ventures
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NCGC
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Jen-Hsun Huang
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56
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1993
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President & CEO, NVIDIA Corporation
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Dawn Hudson
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61
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2013
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Independent Consultant
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ü
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AC
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Harvey C. Jones
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66
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1993
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Managing Partner, Square Wave Ventures
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ü
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CC, NCGC
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Michael G. McCaffery
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65
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2015
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Chairman & Managing Director, Makena Capital Management
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ü
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AC
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Stephen C. Neal
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70
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2019
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Chairman, Cooley LLP
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Mark L. Perry
(1)
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63
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2005
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Independent Consultant
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ü
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AC, NCGC
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A. Brooke Seawell
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71
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1997
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Venture Partner, New Enterprise Associates
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ü
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CC
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Mark A. Stevens
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59
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2008
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(2)
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Managing Partner, S-Cubed Capital
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AC, NCGC
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ü
Proxy access
ü
Declassified Board
ü
Majority voting for directors
ü
Active Board oversight of risk and risk management
ü
All Board members independent, except for our CEO
ü
Independent Lead Director
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ü
75% or greater attendance by each Board member at
meetings of the Board and applicable committees
ü
Independent directors frequently meet in executive sessions
ü
At least annual Board and committee self-assessments
ü
Annual stockholder outreach, including NCGC participation
ü
Stock ownership guidelines for our directors and executive officers
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•
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Attend the 2019 Meeting online and vote during the meeting;
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•
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Submit another proxy by telephone or via the Internet after you have already provided an earlier proxy;
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•
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Submit another properly completed proxy card with a later date; or
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•
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Send a written notice that you are revoking your proxy to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, Attention: Timothy S. Teter, Secretary
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Proposal Number
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Proposal Description
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Vote Required for Approval
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Effect of Abstentions
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Effect of Broker
Non-Votes
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1
|
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Election of twelve directors
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Directors are elected if they receive more
FOR
votes than
WITHHOLD
votes
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None
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None
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2
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Approval of our executive compensation
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FOR
votes from the holders of a majority of shares present and entitled to vote on this matter
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Against
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None
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3
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Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 2020
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FOR
votes from the holders of a majority of shares present and entitled to vote on this matter
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Against
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None
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4
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Approval of an amendment and restatement of our Charter to eliminate supermajority voting for removal of a director without cause
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FOR
votes from the holders of at least 66 2/3% of outstanding shares
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Against
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Against
|
What am I voting on?
Electing the 12 director nominees identified below to hold office until the 2020 Meeting and until his or her successor is elected or appointed.
Vote required
:
Directors are elected if they receive more
FOR
votes than
WITHHOLD
votes.
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Name
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Age
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Director Since
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Occupation
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Independent
|
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Other Public Company Boards
|
||
Robert K. Burgess
|
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61
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2011
|
|
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Independent Consultant
|
|
ü
|
|
2
|
(2)
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Tench Coxe
|
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61
|
|
1993
|
|
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Managing Director, Sutter Hill Ventures
|
|
ü
|
|
1
|
|
Persis S. Drell
|
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63
|
|
2015
|
|
|
Provost, Stanford University
|
|
ü
|
|
–
|
|
James C. Gaither
|
|
81
|
|
1998
|
|
|
Managing Director, Sutter Hill Ventures
|
|
ü
|
|
–
|
|
Jen-Hsun Huang
|
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56
|
|
1993
|
|
|
President & CEO, NVIDIA Corporation
|
|
|
|
–
|
|
Dawn Hudson
|
|
61
|
|
2013
|
|
|
Independent Consultant
|
|
ü
|
|
1
|
|
Harvey C. Jones
|
|
66
|
|
1993
|
|
|
Managing Partner, Square Wave Ventures
|
|
ü
|
|
–
|
|
Michael G. McCaffery
|
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65
|
|
2015
|
|
|
Chairman & Managing Director, Makena Capital Management
|
|
ü
|
|
–
|
|
Stephen C. Neal
|
|
70
|
|
2019
|
|
|
Chairman, Cooley LLP
|
|
ü
|
|
1
|
|
Mark L. Perry
(1)
|
|
63
|
|
2005
|
|
|
Independent Consultant
|
|
ü
|
|
2
|
|
A. Brooke Seawell
|
|
71
|
|
1997
|
|
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Venture Partner, New Enterprise Associates
|
|
ü
|
|
2
|
|
Mark A. Stevens
|
|
59
|
|
2008
|
(3)
|
|
Managing Partner, S-Cubed Capital
|
|
ü
|
|
1
|
|
•
Integrity and candor
•
Independence
•
Senior management and operational experience
•
Professional, technical and industry knowledge
•
Financial expertise
•
Financial community experience (including as an investor in other companies)
•
Marketing and brand management
•
Public company board experience
•
Experience with emerging technologies and new business models
•
Legal expertise
|
•
Diversity, including gender and ethnic background
•
Experience in academia
•
Willingness and ability to devote substantial time and effort to Board responsibilities and Company oversight
•
Ability to represent the interests of the stockholders as a whole rather than special interest groups or constituencies
•
All relationships between the proposed nominee and any of our stockholders, competitors, customers, suppliers or other persons with a relationship to NVIDIA
•
Overall service to NVIDIA, including past attendance at Board and committee meetings and participation and contributions to the activities of the Board
|
|
Senior Management and Operations
provides experienced oversight of our business and with new insights
|
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Industry and Technical
facilitates an understanding of innovations and a technical assessment of our products and services
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Financial/Financial Community
assists with review of our operations and financial matters; those with a venture capital background offer shareholder perspectives
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Public Company Board
helps identify challenges and risks we face as a public company
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Emerging Technologies and Business Models
integral to our growth strategies given our unique business model
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Marketing and Brand Management
offers guidance on our products directly marketed to consumers
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Legal
important as we are subject to multiple lawsuits, regulatory matters, and new regulations
|
Burgess
|
ü
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ü
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ü
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ü
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Coxe
|
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ü
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ü
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ü
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Drell
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ü
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Gaither
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ü
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ü
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ü
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Huang
|
ü
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ü
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ü
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ü
|
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ü
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Hudson
|
ü
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ü
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ü
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ü
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Jones
|
ü
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ü
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ü
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ü
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ü
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McCaffery
|
ü
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ü
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|
ü
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|
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Neal
|
ü
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ü
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ü
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Perry
|
ü
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ü
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ü
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ü
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Seawell
|
ü
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ü
|
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ü
|
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ü
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Stevens
|
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ü
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ü
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ü
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ü
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ROBERT K. BURGESS
|
Robert K. Burgess has served as an independent investor and board member to technology companies since 2005. He was chief executive officer from 1996 to 2005 of Macromedia, Inc., a provider of internet and multimedia software, which was acquired by Adobe Systems Incorporated; he also served from 1996 to 2005 on its board of directors, as chairman of its board of directors from 1998 to 2005 and as executive chairman for his final year. Previously, he held key executive positions from 1984 to 1991 at Silicon Graphics, Inc. (SGI), a graphics and computing company; from 1991 to 1995, served as chief executive officer and a board member of Alias Research, Inc., a publicly traded 3D software company, until its acquisition by SGI; and resumed executive positions at SGI during 1996. Mr. Burgess serves on the board of Adobe
(1)
and Rogers Communications Inc., a communications and media company, and has served on the boards of several privately-held companies. He was a director of IMRIS Inc., a provider of image guided therapy solutions, from 2010 until 2013. He holds a BCom degree from McMaster University.
Mr. Burgess brings to the Board senior management and operating experience and expertise in the areas of financial- and risk-management. He has a broad understanding of the roles and responsibilities of a corporate board and provides valuable insight on a range of issues in the technology industry.
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Independent Consultant
|
||
|
Age
:
61
|
||
|
Director Since
:
2011
|
||
Committees
:
CC
|
|||
Independent Director
|
|||
Financial Expert
|
|||
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JEN-HSUN HUANG
|
Jen-Hsun Huang co-founded NVIDIA in 1993 and has since served as president, chief executive officer, and a member of the board of directors. Mr. Huang held a variety of positions from 1985 to 1993 at LSI Logic Corp., a computer chip manufacturer, including leading the business unit responsible for the company’s system-on-a-chip strategy. He was a microprocessor designer from 1984 to 1985 at Advanced Micro Devices, Inc., a semiconductor company. Mr. Huang holds a BSEE degree from Oregon State University and an MSEE degree from Stanford University.
Mr. Huang is one of the technology industry’s most respected executives, having taken NVIDIA from a startup to a world leader in visual computing. Under his guidance, NVIDIA has compiled a record of consistent innovation and sharp execution, marked by products that have gained strong market share.
|
|
President and Chief Executive Officer, NVIDIA Corporation
|
||
|
Age
:
56
|
||
|
Director Since
:
1993
|
||
Committees
:
None
|
|||
|
|||
|
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DAWN HUDSON
|
Dawn Hudson serves on the boards of various companies. From 2014 to 2018, Ms. Hudson served as Chief Marketing Officer for the National Football League. Previously, she served from 2009 to 2014 as vice chairman of The Parthenon Group, an advisory firm focused on strategy consulting. She was president and chief executive officer of Pepsi-Cola North America, the beverage division of PepsiCo, Inc. for the U.S. and Canada, from 2005 to 2007 and president from 2002, and simultaneously served as chief executive officer of the foodservice division of PepsiCo, Inc. from 2005 to 2007. Previously, she spent 13 years in marketing, advertising and branding strategy, holding leadership positions at major agencies, such as D’Arcy Masius Benton & Bowles and Omnicom. Ms. Hudson currently serves on the board of directors of The Interpublic Group of Companies, Inc., an advertising holding company. She was a director of P.F. Chang’s China Bistro, Inc., a restaurant chain, from 2010 until 2012; of Allergan, Inc., a biopharmaceutical company, from 2008 until 2014; of Lowes Companies, Inc., a home improvement retailer, from 2001 until 2015; and of Amplify Snack Brands, Inc., a snack food company, from 2014 until 2018. She holds a BA degree in English from Dartmouth College.
Ms. Hudson brings to the board experience in executive leadership. As a longtime marketing executive, she has valuable expertise and insights in leveraging brands, brand development and consumer behavior. She also has considerable corporate governance experience, gained from more than 10 years of serving on the boards of public companies.
|
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Independent Consultant
|
||
|
Age
:
61
|
||
|
Director Since
:
2013
|
||
Committees
:
AC
|
|||
Independent Director
|
|||
Financial Expert
|
|||
|
|||
|
|
|
MICHAEL G. McCAFFERY
|
Michael G. McCaffery
is the Chairman and a Managing Director of Makena Capital Management, an investment management firm. From 2005 to 2013, he was the Chief Executive Officer of Makena Capital Management. From 2000 to 2006, he was the President and Chief Executive Officer of the Stanford Management Company, the university subsidiary charged with managing Stanford University’s financial and real estate investments. Prior to Stanford Management Company, Mr. McCaffery was President and Chief Executive Officer of Robertson Stephens and Company, a San Francisco-based investment bank and investment management firm, from 1993 to 2009, and also served as Chairman in 2000. Mr. McCaffery serves on the board of directors, or on the advisory boards, of several privately held companies and non-profits. He was a director of KB Home, a homebuilding company, from 2003 until 2015. He holds a BA degree from the Woodrow Wilson School of Public and International Affairs at Princeton University, a BA Honours degree and an MA degree in Politics, Philosophy and Economics from Merton College, Oxford University, Oxford, England, and an MBA degree from the Stanford Graduate School of Business.
Mr. McCaffery brings to the Board a broad array of business, investment and real estate experience and recognized expertise in financial matters, as well as a demonstrated commitment to good corporate governance.
|
|
Chairman and Managing Director, Makena Capital Management
|
||
|
Age
:
65
|
||
|
Director Since
:
2015
|
||
|
Committees
:
AC
|
||
|
Independent Director
|
||
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Financial Expert
|
||
|
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MARK L. PERRY
|
Mark L. Perry serves on the boards of, and consults for, various companies and non-profit organizations. From 2012 to 2013, Mr. Perry served as an Entrepreneur-in-Residence at Third Rock Ventures, a venture capital firm. He served from 2007 to 2011 as president and chief executive officer of Aerovance, Inc., a biopharmaceutical company. He was an executive officer from 1994 to 2004 at Gilead Sciences, Inc., a biopharmaceutical company, serving in a variety of capacities, including general counsel, chief financial officer, and executive vice president of operations, responsible for worldwide sales and marketing, legal, manufacturing and facilities; he was also its senior business advisor until 2007. From 1981 to 1994, Mr. Perry was with the law firm Cooley LLP, where he was a partner for seven years. He serves on the board of directors and as lead independent director of Global Blood Therapeutics, Inc. and on the board of directors and as chairman of MyoKardia, Inc., both biopharmaceutical companies. Mr. Perry holds a BA degree in History from the University of California, Berkeley, and a JD degree from the University of California, Davis.
Mr. Perry brings to the Board operating and finance experience gained in a large corporate setting. He has varied experience in legal affairs and corporate governance, and a deep understanding of the roles and responsibilities of a corporate board.
|
|
Independent Consultant
|
||
|
Age
:
63
|
||
|
Director Since
:
2005
|
||
|
Committees
:
AC, NCGC
|
||
|
Lead Independent Director
|
||
|
Financial Expert
|
||
|
|
||
|
|
|
|
|
A. BROOKE SEAWELL
|
A. Brooke Seawell has served since 2005 as a venture partner at New Enterprise Associates, and was a partner from 2000 to 2005 at Technology Crossover Ventures. He was executive vice president from 1997 to 1998 at NetDynamics, Inc., an application server software company, which was acquired by Sun Microsystems, Inc. He was senior vice president and chief financial officer from 1991 to 1997 of Synopsys, Inc., an electronic design automation software company. He serves on the board of directors of Tableau Software, Inc., a business intelligence software company, Tenable, Inc., a cybersecurity company, and several privately held companies. Mr. Seawell served on the board of directors of Glu Mobile, Inc., a publisher of mobile games, from 2006 to 2014, and of Informatica Corp., a data integration software company, from 1997 to 2015. He also previously served as a member of the Stanford University Athletic Board and on the Management Board of the Stanford Graduate School of Business. Mr. Seawell holds a BA degree in Economics and an MBA degree in Finance from Stanford University.
Mr. Seawell brings to the Board operational expertise and senior management experience, including knowledge of the complex issues facing public companies, and a deep understanding of accounting principles and financial reporting. His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.
|
|
Venture Partner, New Enterprise Associates
|
||
|
Age
:
71
|
||
|
Director Since
:
1997
|
||
Committees
:
CC
|
|||
Independent Director
|
|||
Financial Expert
|
|||
|
|
•
|
Determining an appropriate schedule of Board meetings, and seeking to ensure that the independent members of the Board can perform their duties responsibly while not interfering with the flow of our operations;
|
•
|
Working with the CEO, and seeking input from all directors and other relevant management, as to the preparation of the agendas for Board meetings;
|
•
|
Advising the CEO on a regular basis as to the quality, quantity and timeliness of the flow of information requested by the Board from our management with the goal of providing what is necessary for the independent members of the Board to effectively and responsibly perform their duties, and, although our management is responsible for the preparation of materials for the Board, the Lead Director may specifically request the inclusion of certain material; and
|
•
|
Coordinating, developing the agenda for, and moderating executive sessions of the independent members of the Board, and acting as principal liaison between them and the CEO on sensitive issues.
|
AC
|
|
Michael G. McCaffery (Chair), Dawn Hudson, Mark L. Perry, and Mark A. Stevens
|
|
In Fiscal 2019, the AC met 7 times and selected highlights from its agenda topics included: discussions on the impact of tax reform, the Company’s cash usage and strategy, oversight of PwC’s partner rotation, and facilities and information technology reviews.
|
|
Committee Role and Responsibilities
|
|
•
Oversees our corporate accounting and financial reporting process;
•
Oversees our internal audit function;
•
Determines and approves the engagement, retention and termination of the independent registered public accounting firm, or any new independent registered public accounting firm;
•
Evaluates the performance of and assesses the qualifications of our independent registered public accounting firm;
•
Reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
•
Confers with management and our independent registered public accounting firm regarding the results of the annual audit, the results of our quarterly financial statements and the effectiveness of internal control over financial reporting;
•
Reviews the financial statements to be included in our quarterly report on Form 10-Q and annual report on Form 10-K;
•
Reviews earnings press releases, as well as the substance of financial information and earnings guidance provided to analysts on our quarterly earnings calls;
•
Prepares the report required to be included by SEC rules in our annual proxy statement or Form 10-K; and
•
Establishes procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
|
CC
|
|
Robert K. Burgess (Chair), Tench Coxe, Persis S. Drell, Harvey C. Jones, and A. Brooke Seawell
|
|
In Fiscal 2019, the CC met 5 times and selected highlights from its agenda topics included: executive and employee compensation practices, particularly in light of fluctuating market conditions, and the Company’s share usage and strategy.
|
|
Committee Role and Responsibilities
|
|
•
Reviews and approves our overall compensation strategy and policies;
•
Reviews and recommends to the Board the compensation of our Board members;
•
Reviews and approves the compensation and other terms of employment of Mr. Huang and other executive officers;
•
Reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers and other senior management;
•
Reviews and approves the disclosure contained in CD&A and for inclusion in the proxy statement and Form 10-K;
•
Administers our stock purchase plans, variable compensation plans and other similar programs; and
•
Assesses and monitors whether our compensation policies and programs have the potential to encourage excessive risk-taking.
|
NCGC
|
|
Harvey C. Jones (Chair), James C. Gaither, Mark L. Perry, and Mark A. Stevens
|
|
In Fiscal 2019, the NCGC met 4 times and selected highlights from its agenda topics included: consideration of Board recruiting matters; the Company’s environmental, social, and corporate governance efforts, particularly with respect to artificial intelligence; and addressing stockholder concerns. In early Fiscal 2020, the NCGC also reviewed the Company’s diversity and inclusion initiatives and prioritized director recruiting, resulting in the appointment of Mr. Neal to our Board.
|
|
Committee Role and Responsibilities
|
|
•
Identifies, reviews and evaluates candidates to serve as directors;
•
Recommends candidates for election to our Board;
•
Makes recommendations to the Board regarding committee membership and chairs;
•
Assesses the performance of the Board and its committees;
•
Reviews and assesses our corporate governance principles and practices;
•
Monitors changes in corporate governance practices and rules and regulations;
•
Approves related party transactions;
•
Reviews and assesses our environmental, social and corporate governance matters periodically;
•
Establishes procedures for the receipt, retention and treatment of complaints we receive regarding violations of our Code of Conduct; and
•
Monitors the effectiveness of our anonymous tip process.
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($) *
|
|
Total ($)
|
Robert K. Burgess
|
|
75,000
|
|
237,977
|
|
312,977
|
Tench Coxe
|
|
75,000
|
|
237,977
|
|
312,977
|
Persis S. Drell
|
|
75,000
|
|
237,977
|
|
312,977
|
James C. Gaither
|
|
75,000
|
|
237,977
|
|
312,977
|
Dawn Hudson
|
|
75,000
|
|
237,977
|
|
312,977
|
Harvey C. Jones
|
|
75,000
|
|
237,977
|
|
312,977
|
Michael G. McCaffery
|
|
75,000
|
|
237,977
|
|
312,977
|
Mark L. Perry
|
|
75,000
|
|
237,977
|
|
312,977
|
A. Brooke Seawell
|
|
75,000
|
|
237,977
|
|
312,977
|
Mark A. Stevens
|
|
75,000
|
|
237,977
|
|
312,977
|
*
|
On May 17, 2018, each non-employee director received his or her RSU grant for 963 shares. Amounts shown in this column do not reflect dollar amounts actually received by the director. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB Accounting Standards Codification Topic 718, or FASB ASC Topic 718, for awards granted during Fiscal 2019. The assumptions used in the calculation of values of the awards are set forth under Note 3 to our consolidated financial statements titled
Stock-Based Compensation
in our Form 10-K. The grant date fair value per share for these awards as determined under FASB ASC Topic 718 was $247.12.
|
Name
|
|
RSUs
|
|
Stock Options
|
|
Name
|
|
RSUs
|
|
Stock Options
|
||||
Robert K. Burgess
|
|
6,695
|
|
|
66,041
|
|
|
Harvey C. Jones
|
|
3,021
|
|
|
—
|
|
Tench Coxe
|
|
482
|
|
|
—
|
|
|
Michael G. McCaffery
|
|
13,677
|
|
|
—
|
|
Persis S. Drell
|
|
11,619
|
|
|
—
|
|
|
Mark L. Perry
|
|
482
|
|
|
—
|
|
James C. Gaither
|
|
3,021
|
|
|
—
|
|
|
A. Brooke Seawell
|
|
482
|
|
|
50,000
|
|
Dawn Hudson
|
|
26,727
|
|
|
90,177
|
|
|
Mark A. Stevens
|
|
482
|
|
|
—
|
|
Name of Beneficial Owner
|
|
Shares Owned
|
|
Shares Issuable Within 60 Days
|
|
Total Shares Beneficially Owned
|
|
Percent
|
||||
NEOs:
|
|
|
|
|
|
|
|
|
|
|||
Jen-Hsun Huang
|
|
21,400,033
|
|
(1)
|
|
2,062,329
|
|
|
23,462,362
|
|
|
3.87%
|
Colette M. Kress
|
|
105,122
|
|
|
|
60,112
|
|
|
165,234
|
|
|
*
|
Ajay K. Puri
|
|
137,243
|
|
(2)
|
|
62,331
|
|
|
199,574
|
|
|
*
|
Debora Shoquist
|
|
71,424
|
|
|
|
42,644
|
|
|
114,068
|
|
|
*
|
Timothy S. Teter
|
|
11,256
|
|
|
|
6,219
|
|
|
17,475
|
|
|
*
|
Directors, not including Mr. Huang:
|
|
|
|
|
|
|
|
|
|
|||
Robert K. Burgess
|
|
5,941
|
|
|
|
72,254
|
|
|
78,195
|
|
|
*
|
Tench Coxe
|
|
1,265,485
|
|
(3)
|
|
—
|
|
|
1,265,485
|
|
|
*
|
Persis S. Drell
|
|
10,307
|
|
|
|
10,656
|
|
|
20,963
|
|
|
*
|
James C. Gaither
|
|
109,961
|
|
(4)
|
|
2,058
|
|
|
112,019
|
|
|
*
|
Dawn Hudson
|
|
3,052
|
|
|
|
90,177
|
|
|
93,229
|
|
|
*
|
Harvey C. Jones
|
|
355,674
|
|
(5)
|
|
—
|
|
|
355,674
|
|
|
*
|
Michael G. McCaffery
|
|
18,857
|
|
|
|
12,714
|
|
|
31,571
|
|
|
*
|
Stephen C. Neal
(6)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
*
|
Mark L. Perry
|
|
71,243
|
|
(7)
|
|
—
|
|
|
71,243
|
|
|
*
|
A. Brooke Seawell
|
|
130,481
|
|
(8)
|
|
50,000
|
|
|
180,481
|
|
|
*
|
Mark A. Stevens
|
|
1,945,117
|
|
(9)
|
|
—
|
|
|
1,945,117
|
|
|
*
|
Directors and executive officers as a group (16 persons)
|
|
25,641,196
|
|
(10)
|
|
2,471,494
|
|
|
28,112,690
|
|
|
4.64%
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
|
|||
FMR LLC
|
|
49,039,241
|
|
(11)
|
|
—
|
|
|
49,039,241
|
|
|
8.09%
|
The Vanguard Group, Inc.
|
|
45,427,711
|
|
(12)
|
|
—
|
|
|
45,427,711
|
|
|
7.50%
|
BlackRock, Inc.
|
|
39,307,194
|
|
(13)
|
|
—
|
|
|
39,307,194
|
|
|
6.49%
|
(1)
|
Includes (a) 15,784,382 shares of common stock held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun and Lori Huang Living Trust, u/a/d May 1, 1995, or the Huang Trust; (b) 1,237,239 shares of common stock held by J. and L. Huang Investments, L.P., of which the Huang Trust is the general partner; (c) 557,000 shares of common stock held by The Huang 2012 Irrevocable Trust, of which Mr. Huang and his wife are co-trustees; (d) 680,650 shares of common stock held by The Jen-Hsun Huang 2016 Annuity Trust I, of which Mr. Huang is trustee; (e) 756,356 shares of common stock held by The Jen-Hsun Huang 2016 Annuity Trust II, of which Mr. Huang is trustee; (f) 680,650 shares of common stock held by The Lori Lynn Huang 2016 Annuity Trust I, of which Mr. Huang’s wife is trustee; and (g) 756,356 shares of common stock held by The Lori Lynn Huang 2016 Annuity Trust II, of which Mr. Huang’s wife is trustee. By virtue of their status as co-trustees of the Huang Trust and The Huang 2012 Irrevocable Trust, each of Mr. Huang and his wife may be deemed to have shared beneficial ownership of the shares referenced in (a) - (c), and to have shared power to vote or to direct the vote or to dispose of or direct the disposition of such shares.
|
(2)
|
Includes 51,371 shares of common stock held by the Ajay K Puri Revocable Trust dtd 12/10/2015, of which Mr. Puri is the trustee and of which Mr. Puri exercises sole voting and investment power.
|
(3)
|
Includes (a) 171,312 shares of common stock held in a retirement trust over which Mr. Coxe exercises sole voting and investment power, and (b) 1,085,421 shares of common stock held in The Coxe Revocable Trust, of which Mr. Coxe and his wife are co-trustees and of which Mr. Coxe exercises shared voting and investment power. Mr. Coxe disclaims beneficial ownership in the shares held by The Coxe Revocable Trust, except to the extent of his pecuniary interest therein.
|
(4)
|
Includes 109,961 shares of common stock held by the James C. Gaither Revocable Trust U/A/D 9/28/2000, of which Mr. Gaither is the trustee and of which Mr. Gaither exercises sole voting and investment power.
|
(5)
|
Includes 326,970 shares of common stock held in the H.C. Jones Living Trust, of which Mr. Jones is trustee and of which Mr. Jones exercises sole voting and investment power.
|
(6)
|
Mr. Neal joined our Board in March 2019.
|
(7)
|
Includes 40,000 shares of common stock held by The Perry & Pena Family Trust, of which Mr. Perry and his wife are co-trustees and of which Mr. Perry exercises shared voting and investment power.
|
(8)
|
Includes 130,000 shares of common stock held by the Rosemary & A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which Mr. Seawell and his wife are co-trustees and of which Mr. Seawell exercises shared voting and investment power.
|
(9)
|
Includes 1,786,312 shares of common stock held by the 3rd Millennium Trust, of which Mr. Stevens and his wife are co-trustees and of which Mr. Stevens exercises shared voting and investment power.
|
(10)
|
Includes shares owned by all directors and executive officers.
|
(11)
|
This information is based solely on a Schedule 13G/A, dated February 13, 2019, filed with the SEC on February 13, 2019 by FMR LLC reporting its beneficial ownership as of December 31, 2018. The Schedule 13G/A reports that FMR has sole voting power with respect to 11,243,324 shares and sole dispositive power with respect to 49,039,241 shares. FMR is located at 245 Summer Street, Boston, Massachusetts 02210.
|
(12)
|
This information is based solely on a Schedule 13G/A, dated February 11, 2019, filed with the SEC on February 11, 2019 by The Vanguard Group, Inc. reporting its beneficial ownership as of December 31, 2018. The Schedule 13G/A reports that Vanguard has sole voting power with respect to 735,877 shares and sole dispositive power with respect to 44,581,921 shares. Vanguard is located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
|
(13)
|
This information is based solely on a Schedule 13G/A, dated February 5, 2019, filed with the SEC on February 6, 2019 by BlackRock, Inc. reporting its beneficial ownership as of December 31, 2018. The Schedule 13G/A reports that BlackRock has sole voting power with respect to 34,113,066 shares and sole dispositive power with respect to 39,307,194 shares. BlackRock is located at 55 East 52nd Street, New York, New York 10055.
|
What am I voting on?
A non-binding vote, known as “say-on-pay,” to approve our Fiscal 2019 NEO compensation.
Vote required
:
A majority of the shares present or represented by proxy.
Effect of abstentions
:
Same as a vote AGAINST.
Effect of broker non-votes
:
None.
|
Name
|
|
Current Title
|
Jen-Hsun Huang
|
|
President and CEO
|
Colette M. Kress
|
|
Executive Vice President and CFO
|
Ajay K. Puri
|
|
Executive Vice President, Worldwide Field Operations
|
Debora Shoquist
|
|
Executive Vice President, Operations
|
Timothy S. Teter
|
|
Executive Vice President, General Counsel and Secretary
|
Table of Contents to Compensation Discussion and Analysis
|
Page
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
•
|
Moving Mr. Huang’s equity compensation to 100% PSUs and increasing the proportion of PSUs for our other NEOs;
|
•
|
Increasing the proportion of at-risk compensation to total target pay;
|
•
|
Introducing PSUs that are based on relative TSR, with a multi-year performance period; and
|
•
|
Establishing and maintaining separate financial metrics for each type of performance-based compensation
|
Compensation
Element
|
|
|
|
Fixed or
At-Risk
|
|
Performance
Measure
|
|
% of Fiscal 2019 Target Pay
*
|
||
|
Purpose
|
|
|
|
CEO
|
|
Other NEOs
|
|||
|
|
|
|
|
|
|
|
|
|
|
CASH
|
||||||||||
Base Salary
|
|
Compensate for expected day-to-day performance
|
|
Fixed
|
|
N/A
|
|
8%
|
|
22%
|
Variable Cash
|
|
Motivate and reward for annual corporate financial performance
|
|
At-Risk
|
|
Annual Revenue
|
|
9%
|
|
9%
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY INCENTIVES
|
||||||||||
RSUs
|
|
Align with stockholder interests by linking NEO pay to the performance of our common stock
|
|
At-Risk
|
|
N/A
|
|
N/A
|
|
24%
|
SY PSUs
|
|
Align with short-term stockholder interests by linking NEO pay to annual operational performance
|
|
At-Risk
|
|
Annual Non-GAAP Operating Income
|
|
55%
|
|
41%
|
MY PSUs
|
|
Align with long-term stockholder interests by linking NEO pay to multi-year shareholder return
|
|
At-Risk
|
|
3-Year TSR Relative to S&P 500
|
|
28%
|
|
4%
|
|
|
|
|
|
|
|
|
|
|
|
% OF PERFORMANCE-BASED PAY:
|
|
92%
|
|
54%
|
||||||
% OF AT-RISK PAY:
|
|
92%
|
|
78%
|
•
|
Transitioning equity compensation to 100% PSUs for our CEO, and 100% RSUs and PSUs for our other NEOs;
|
•
|
Increasing the proportion of “at-risk,” performance-based compensation to total target pay;
|
•
|
Introducing MY PSUs based on TSR, with a 3-year performance period; and
|
•
|
Establishing separate financial metrics for each distinct type of performance-based compensation
|
What We Do
|
|
What We Don’t Do
|
ü
Emphasize at-risk, performance-based compensation, with objective and distinct goals for each such component
ü
Include multi-year PSU awards
ü
Use objective annual and 3-year performance targets to determine SY PSU and MY PSU awards earned, respectively
ü
Require NEOs to provide continuous service for 12 months to vest in any equity awards and 4 years to fully vest in SY PSU and RSU awards
ü
Reevaluate and adjust our program annually based on stockholder and corporate governance group feedback
ü
Minimize inappropriate risk-taking
ü
Cap performance-based variable cash and PSU payouts
ü
Retain an independent compensation consultant reporting directly to the CC
ü
Require NEOs to maintain meaningful stock ownership
ü
Enforce “no-hedging” and “no-pledging” policies
ü
Maintain a clawback policy for performance-based compensation
|
|
X
Enter into agreements with NEOs providing for specific terms of employment or severance benefits
X
Give our executive officers special change-in-control benefits
X
Provide automatic equity vesting upon a change-in-control (except for the provisions in our equity plans that apply to all employees if an acquiring company does not assume or substitute our outstanding stock awards)
X
Give NEOs supplemental retirement benefits or perquisites that are not available to all employees
X
Provide tax gross-ups
X
Reprice stock options without stockholder approval
X
Use discretion in performance incentive award determination
X
Pay dividends or the equivalent on unearned or unvested shares
|
|
|
Revenue
|
|
Market Capitalization
|
Fiscal 2019 Peer Group
|
|
$3.42 billion - $23.55 billion
|
|
$12.07 billion - $98.95 billion
|
NVIDIA
|
|
$9.50 billion
|
|
$119.00 billion
|
ü
The need to attract and retain talent in a highly competitive industry
ü
Stockholder feedback regarding our executive pay
ü
An NEO’s past performance and anticipated future contributions
ü
Our financial performance and forecasted results
ü
The need to motivate NEOs to address new business challenges
ü
Each NEO’s current total compensation
ü
Each NEO’s unvested equity
|
|
ü
Internal pay equity relative to similarly situated executives and the scope and complexity of the department or function the NEO manages
ü
Our CEO’s recommendations for the other NEOs, including his understanding of each NEO’s performance, capabilities, contributions
ü
Our CC’s independent judgment
ü
Our philosophy that an NEO’s total compensation opportunity and percentage of at-risk pay should increase with responsibility
ü
The total compensation cost and stockholder dilution from executive compensation, to maintain a responsible cost structure for our compensation programs*
|
|
|
Fixed Compensation
|
|
At-Risk Compensation
|
||||||
|
Base Salary
|
|
Variable Cash
|
|
SY PSUs
|
|
MY PSUs
|
|
RSUs*
|
|
Form
|
|
Cash
|
|
Cash
|
|
Equity
|
|
Equity
|
|
Equity
|
Who Receives
|
|
NEOs
|
|
NEOs
|
|
NEOs
|
|
NEOs
|
|
NEOs except Mr. Huang
|
When Granted or Determined
|
|
Annually in Fiscal Q1
|
|
Annually in Fiscal Q1
|
|
On the 6th business day of March
|
|
On the 6th business day of March
|
|
On the 6th business days of March and September
|
When Paid, Earned, or Issued
|
|
Paid retroactively to start of fiscal year, via biweekly payroll
|
|
If Threshold achieved, earned after fiscal year end, paid in March
|
|
Shares eligible to vest determined after fiscal year end based on performance metric achievement; issued on each vesting date, subject to the NEO’s continued service on each such date
|
|
Shares eligible to vest determined after 3rd fiscal year end based on performance metric achievement; issued on each vesting date, subject to the NEO’s continued service on each such date
|
|
Issued on each vesting date, subject to the NEO’s continued service on each such date
|
Performance Measure
|
|
N/A
|
|
Revenue (determines cash payout)
|
|
Non-GAAP Operating Income (determines number of shares eligible to vest)
|
|
TSR relative to the S&P 500 (determines number of shares eligible to vest)
|
|
N/A
|
Performance Period
|
|
N/A
|
|
1 year
|
|
1 year
|
|
3 years
|
|
N/A
|
Vesting Period
|
|
N/A
|
|
N/A
|
|
4 years
|
|
3 years
|
|
4 years
|
Vesting Terms
|
|
N/A
|
|
N/A
|
|
If Threshold achieved, 25% on approximately the 1-year anniversary of the date of grant; 6.25% quarterly thereafter
|
|
If Threshold achieved, 100% on approximately the 3-year anniversary of the date of grant
|
|
25% on approximately the 1-year anniversary of the date of grant; 6.25% quarterly thereafter
|
Timeframe Emphasized
|
|
Annual
|
|
Annual
|
|
Long-term
|
|
Long-term
|
|
Long-term
|
Maximum Amount That Can Be Earned
|
|
N/A
|
|
200% of target award opportunity under our Variable Cash Plan
|
|
150% of Mr. Huang’s SY PSU target opportunity and 200% of our other NEOs’ respective SY PSU target opportunity
Ultimate value delivered depends on stock price on date earned shares vest
|
|
150% of Mr. Huang’s MY PSU target opportunity and 200% of our other NEOs’ respective MY PSU target opportunity
Ultimate value delivered depends on stock price on date earned shares vest
|
|
100% of grant
Ultimate value delivered depends on stock price on date shares vest
|
|
|
Variable Cash Plan
|
|
SY PSUs
|
|
MY PSUs
|
||||||
Metric
|
|
Revenue
|
|
Non-GAAP Operating Income
|
|
TSR relative to the S&P 500
|
||||||
Timeframe
|
|
1 year
|
|
1 year
|
|
3 years
|
||||||
CC’s Rationale for Metric
|
|
Key indicator of our annual performance which drives value and contributes to Company’s long-term success
Our executive team focuses on growth in the Company's specialized markets where our technologies did not previously exist; revenue growth is a strong predictor of the Company's future success
Distinct, separate metric from Non-GAAP Operating Income
|
|
Key indicator of our annual performance which drives value and contributes to Company’s long-term success
Reflects both our annual revenue generation and effective management of operating expenses
To ensure long-term performance emphasis, structured to vest over a 4-year period
|
|
Aligns directly with shareholder value creation over a lengthy period
Provides direct comparison of our stock price performance (including dividends) against an index that represents a broader capital market with which we compete
Relative (as opposed to absolute) nature of goals accounts for macroeconomic factors impacting the broader market
|
||||||
|
|
Performance Goal
|
|
Payout as a % of Target Opportunity
(1)
|
|
Performance Goal
|
|
Shares Eligible to Vest as a % of Target Opportunity
(1)
|
|
Performance Goal
|
|
Shares Eligible to Vest as a % of Target Opportunity
(1)
|
Threshold
|
|
$10.00 billion
|
|
50%
|
|
$3.45 billion
|
|
50%
|
|
25
th
percentile
|
|
25%
|
Base Operating Plan (Target for MY PSUs)
|
|
$12.00 billion
|
|
100%
|
|
$4.65 billion
|
|
100%
|
|
50
th
percentile
|
|
100%
|
Stretch Operating Plan (Stretch for MY PSUs)
|
|
$14.00 billion
|
|
200%
|
|
$5.89 billion
|
|
150% for Mr. Huang; 200% for our other NEOs
|
|
75
th
percentile
|
|
150% for Mr. Huang; 200% for our other NEOs
|
(1)
|
For achievement between Threshold and Base Operating Plan (or Target for MY PSUs) and between Base Operating Plan (or Target for MY PSUs) and Stretch Operating Plan (or Stretch for MY PSUs), payouts would be determined using straight-line interpolation. Achievement less than the Threshold goal would result in no payout. Achievement exceeding the Stretch Operating Plan (or Stretch for PSUs) goal would result in a capped payout as indicated.
|
|
|
Variable Cash Plan
|
|
SY PSUs
|
|
MY PSUs
|
Stretch Operating Plan (or Stretch for MY PSUs) goals required significant achievement; only possible with strong market factors and a very high level of management execution and corporate performance
|
|
ü
|
|
ü
|
|
ü
|
Base Operating Plan (or Target for MY PSUs) goals:
|
|
|
|
|
|
|
•
Uncertain, but attainable with significant effort and execution success
|
|
ü
|
|
ü
|
|
ü
|
•
Included budgeted investments in future growth businesses and revenue growth (and, for SY PSUs and MY PSUs, gross margin growth) considering both macroeconomic conditions and reasonable but challenging growth estimates for our ongoing and new businesses
|
|
ü
|
|
ü
|
|
ü
|
•
Set higher than Fiscal 2018 actual revenue and actual Non-GAAP Operating Income, as applicable, to recognize strong growth performance
|
|
ü
|
|
ü
|
|
|
•
Required relative TSR performance to be at or above 50
th
percentile of market to earn awards at competitive compensation levels
|
|
|
|
|
|
ü
|
Threshold goals appropriately decelerated payout for performance below Base Operating Plan (or Target for MY PSUs); uncertain, but attainable and high enough to create modest value
|
|
ü
|
|
ü
|
|
ü
|
JEN-HSUN HUANG
|
|
|
Target Pay ($)
|
|
Fiscal 2019 Compensation Actions
|
|
President, CEO & Director
|
Base Salary
|
|
1,000,000
|
|
|
No change from Fiscal 2018
|
|
Variable Cash
|
|
1,100,000
|
|
|
No change from Fiscal 2018 target; earned at $1,021,900
|
Equity
|
|
9,883,200
|
|
|
Flat with Fiscal 2018
|
|
SY PSUs
|
|
6,603,000
|
|
|
Target award opportunity of 31,000 shares; 27,861 shares became eligible to vest
|
|
MY PSUs
|
|
3,280,200
|
|
|
Target award opportunity of 15,400 shares
|
|
Total
|
|
11,983,200
|
|
|
Flat with Fiscal 2018, consistent with all our other NEOs who were also flat (or down) for Fiscal 2018
|
|
|
|
|
|
|
COLETTE M. KRESS
|
|
|
Target Pay ($)
|
|
Fiscal 2019 Compensation Actions
|
|
EVP & CFO
|
Base Salary
|
|
900,000
|
|
|
No change from Fiscal 2018
|
|
Variable Cash
|
|
300,000
|
|
|
No change from Fiscal 2018 target; earned at $278,700
|
Equity
|
|
3,292,695
|
|
|
Flat with Fiscal 2018
|
|
SY PSUs
|
|
1,917,000
|
|
|
Target award opportunity of 9,000 shares; 8,089 shares became eligible to vest
|
|
MY PSUs
|
|
191,700
|
|
|
Target award opportunity of 900 shares
|
|
RSUs
|
|
1,183,995
|
|
|
Granted 5,215 shares
|
|
Total
|
|
4,492,695
|
|
|
Flat with Fiscal 2018, consistent with all our other NEOs who were also flat (or down) for Fiscal 2018
|
AJAY K. PURI
|
|
|
Target Pay ($)
|
|
Fiscal 2019 Compensation Actions
|
|
EVP, WW Field Operations
|
Base Salary
|
|
950,000
|
|
|
No change from Fiscal 2018
|
|
Variable Cash
|
|
650,000
|
|
|
No change from Fiscal 2018 target; earned at $603,850
|
Equity
|
|
3,388,650
|
|
|
Flat with Fiscal 2018
|
|
SY PSUs
|
|
1,959,600
|
|
|
Target award opportunity of 9,200 shares; 8,269 shares became eligible to vest
|
|
MY PSUs
|
|
191,700
|
|
|
Target award opportunity of 900 shares
|
|
RSUs
|
|
1,237,350
|
|
|
Granted 5,450 shares
|
|
Total
|
|
4,988,650
|
|
|
Flat with Fiscal 2018, consistent with all our other NEOs who were also flat (or down) for Fiscal 2018
|
DEBORA SHOQUIST
|
|
|
Target Pay ($)
|
|
Fiscal 2019 Compensation Actions
|
|
EVP, Operations
|
Base Salary
|
|
850,000
|
|
|
No change from Fiscal 2018
|
|
Variable Cash
|
|
250,000
|
|
|
No change from Fiscal 2018 target; earned at $232,250
|
Equity
|
|
2,407,080
|
|
|
Flat with Fiscal 2018
|
|
SY PSUs
|
|
1,427,100
|
|
|
Target award opportunity of 6,700 shares; 6,022 shares became eligible to vest
|
|
MY PSUs
|
|
149,100
|
|
|
Target award opportunity of 700 shares
|
|
RSUs
|
|
830,880
|
|
|
Granted 3,660 shares
|
|
Total
|
|
3,507,080
|
|
|
Flat with Fiscal 2018, consistent with all our other NEOs who were also flat (or down) for Fiscal 2018
|
TIMOTHY S. TETER
|
|
|
Target Pay ($)
|
|
Fiscal 2019 Compensation Actions
*
|
|
EVP, GC & Secretary
|
Base Salary
|
|
850,000
|
|
|
No change from Fiscal 2018
|
|
Variable Cash
|
|
250,000
|
|
|
No change from Fiscal 2018 target; earned at $232,250
|
Equity
|
|
1,917,120
|
|
|
67% decrease from Fiscal 2018, which had included Mr. Teter’s new-hire RSU grant
|
|
SY PSUs
|
|
1,214,100
|
|
|
Target award opportunity of 5,700 shares; 5,123 shares became eligible to vest
|
|
MY PSUs
|
|
149,100
|
|
|
Target award opportunity of 700 shares
|
|
RSUs
|
|
553,920
|
|
|
Granted 2,440 shares
|
|
Total
|
|
3,017,120
|
|
|
56% decrease from Fiscal 2018, due to cash opportunity being flat with Fiscal 2018, consistent with all our other NEOs who were also flat for Fiscal 2018, as well as absence of new-hire RSU grant, offset by PSU grants
|
•
|
Our CEO and our CFO will disgorge the net after-tax portion of the Overpayment; and
|
•
|
The Board or the committee of independent directors in its sole discretion may require any other employee to repay the Overpayment. In using its discretion, the Board or the independent committee may consider whether such person was involved in the preparation of our financial statements or otherwise caused the need for the Restatement and may, to the extent permitted by applicable law, recoup amounts by (1) requiring partial or full repayment by such person of any variable or incentive compensation or any gains realized on the exercise of stock options or on the open-market sale of vested shares, (2) canceling up to all and any outstanding equity awards held by such person and/or (3) adjusting the future compensation of such person.
|
|
Fiscal 2019
|
|
Fiscal 2018
|
||||
GAAP operating income
|
$
|
3,804
|
|
|
$
|
3,210
|
|
Stock-based compensation expense
|
|
557
|
|
|
|
391
|
|
Legal settlement costs
|
|
44
|
|
|
|
1
|
|
Acquisition-related and other costs
|
|
2
|
|
|
|
15
|
|
Non-GAAP Operating Income
|
$
|
4,407
|
|
|
$
|
3,617
|
|
Compensation Design Features that Guard Against Excessive Risk-Taking
|
|
ü
|
Our compensation program encourages our employees to remain focused on both our short-term and long-term goals
|
ü
|
We design our variable cash and PSU compensation programs for executives so that payouts are based on achievement of corporate performance targets, and we cap the potential award payout
|
ü
|
We have internal controls over our financial accounting and reporting which is used to measure and determine the eligible compensation awards under our Variable Cash Plan and our SY PSUs
|
ü
|
Financial plan target goals and final awards under our Variable Cash Plan and our SY PSUs are approved by the CC and consistent with the annual operating plan approved by the full Board each year
|
ü
|
MY PSUs are designed with a relative goal
|
ü
|
We have a compensation recovery policy applicable to all employees that allows NVIDIA to recover compensation paid in situations of fraud or material financial misconduct
|
ü
|
All executive officer equity awards have multi-year vesting
|
ü
|
We have stock ownership guidelines that we believe are reasonable and are designed to align our executive officers’ interests with those of our stockholders
|
ü
|
We enforce a “no-hedging” policy and a “no-pledging” policy involving our common stock which prevents our employees from insulating themselves from the effects of NVIDIA stock price performance
|
Name and Principal Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards ($)
(1)
|
|
Non-Equity
Incentive Plan
Compensation
($)
(2)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|||||||||
Jen-Hsun Huang
|
|
2019
|
|
996,514
|
|
|
—
|
|
|
|
11,611,022
|
|
|
1,021,900
|
|
|
|
13,402
|
|
(3)
|
|
13,642,838
|
|
President and CEO
|
|
2018
|
|
999,985
|
|
|
—
|
|
|
|
9,787,985
|
|
|
2,200,000
|
|
|
|
5,562
|
|
(4)
|
|
12,993,532
|
|
|
2017
|
|
996,216
|
|
|
—
|
|
|
|
9,188,400
|
|
|
2,000,000
|
|
|
|
5,622
|
|
(4)
|
|
12,190,238
|
|
|
Colette M. Kress
|
|
2019
|
|
896,863
|
|
|
—
|
|
|
|
3,791,203
|
|
|
278,700
|
|
|
|
8,622
|
|
(5)
|
|
4,975,388
|
|
Executive Vice President and CFO
|
|
2018
|
|
899,120
|
|
|
—
|
|
|
|
3,327,973
|
|
|
600,000
|
|
|
|
6,622
|
|
(5)
|
|
4,833,715
|
|
|
2017
|
|
769,609
|
|
|
—
|
|
|
|
3,299,770
|
|
|
550,000
|
|
|
|
4,286
|
|
(5)
|
|
4,623,665
|
|
|
Ajay K. Puri
|
|
2019
|
|
946,689
|
|
|
—
|
|
|
|
3,898,599
|
|
|
603,850
|
|
|
|
15,428
|
|
(3)
|
|
5,464,566
|
|
Executive Vice President, Worldwide Field Operations
|
|
2018
|
|
949,640
|
|
|
—
|
|
|
|
3,425,382
|
|
|
1,300,000
|
|
|
|
12,844
|
|
(3)
|
|
5,687,866
|
|
|
2017
|
|
889,573
|
|
|
—
|
|
|
|
3,378,130
|
|
|
1,000,000
|
|
|
|
11,283
|
|
(3)
|
|
5,278,986
|
|
|
Debora Shoquist
|
|
2019
|
|
847,037
|
|
|
—
|
|
|
|
2,776,480
|
|
|
232,250
|
|
|
|
14,104
|
|
(5)
|
|
3,869,871
|
|
Executive Vice President, Operations
|
|
2018
|
|
848,947
|
|
|
—
|
|
|
|
2,438,904
|
|
|
500,000
|
|
|
|
11,524
|
|
(5)
|
|
3,799,375
|
|
|
2017
|
|
695,131
|
|
|
—
|
|
|
|
2,278,170
|
|
|
300,000
|
|
|
|
10,024
|
|
(5)
|
|
3,283,325
|
|
|
Timothy S. Teter
(6)
|
|
2019
|
|
847,037
|
|
|
450,000
|
|
(7)
|
|
2,228,115
|
|
|
232,250
|
|
|
|
8,622
|
|
(5)
|
|
3,766,024
|
|
Executive Vice President, General Counsel and Secretary
|
|
2018
|
|
849,988
|
|
|
—
|
|
|
|
5,668,193
|
|
|
500,000
|
|
|
|
2,622
|
|
(8)
|
|
7,020,803
|
|
|
2017
|
|
14,752
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
14,752
|
|
(1)
|
Amounts shown in this column do not reflect dollar amounts actually received by the NEO. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718 for the respective fiscal year for grants of RSUs, SY PSUs, and MY PSUs, as applicable. The assumptions used in the calculation of values of the awards are set forth under Note 3 to our consolidated financial statements titled
Stock-Based Compensation
in our Form 10-K. With regard to the NEOs’ stock awards with performance-based vesting conditions, the reported grant date fair value assumes the probable outcome of the conditions at Base Operating Plan for SY PSUs and Target for MY PSUs, determined in accordance with applicable accounting standards.
|
(2)
|
As applicable, reflects amounts earned in Fiscal 2019, 2018, and 2017 and paid in March or April of each respective year pursuant to our Variable Cash Plan for each respective year. For further information please see our
Compensation Discussion and Analysis
above.
|
(3)
|
Represents a match of contributions to our 401(k) savings plan, a contribution to a health savings account and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees.
|
(4)
|
Represents a contribution to a health savings account and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees.
|
(5)
|
Represents a match of contributions to our 401(k) savings plan and imputed income from life insurance coverage. These benefits are available to all eligible NVIDIA employees.
|
(6)
|
Mr. Teter joined NVIDIA as our Senior Vice President, General Counsel and Secretary in January 2017 and became Executive Vice President, General Counsel and Secretary in February 2018.
|
(7)
|
Represents an anniversary bonus paid in Fiscal 2018 that was earned in Fiscal 2019.
|
(8)
|
Represents imputed income from life insurance coverage. This benefit is available to all eligible NVIDIA employees.
|
Name
|
|
Grant
Date
|
|
Approval
Date
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All Other Stock
Awards: Number of Shares of Stock
or Units (#)
|
|
Grant Date
Fair Value
of Stock
Awards ($)
(2)
|
|||||||||||||||||||
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold (#)
|
|
Target (#)
|
|
Maximum (#)
|
|
|||||||||||||||||||
Jen-Hsun Huang
|
|
3/8/18
|
|
3/8/18
|
(3)
|
|
|
|
—
|
|
|
|
|
15,500
|
|
|
31,000
|
|
|
46,500
|
|
|
—
|
|
|
|
7,405,590
|
|
(4)
|
||
|
3/8/18
|
|
3/8/18
|
(5)
|
|
|
|
—
|
|
|
|
|
3,850
|
|
|
15,400
|
|
|
23,100
|
|
|
—
|
|
|
|
4,205,432
|
|
|
|||
|
3/8/18
|
|
3/8/18
|
|
|
550,000
|
|
|
1,100,000
|
|
|
2,200,000
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Colette M. Kress
|
|
3/8/18
|
|
3/8/18
|
(3)
|
|
|
|
—
|
|
|
|
|
4,500
|
|
|
9,000
|
|
|
18,000
|
|
|
—
|
|
|
|
2,150,010
|
|
(4)
|
||
|
3/8/18
|
|
3/8/18
|
(5)
|
|
|
|
—
|
|
|
|
|
225
|
|
|
900
|
|
|
1,800
|
|
|
—
|
|
|
|
318,204
|
|
|
|||
|
3/8/18
|
|
3/8/18
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
2,775
|
|
(6)
|
|
662,920
|
|
|
|||||
|
9/11/18
|
|
8/22/18
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
2,440
|
|
(7)
|
|
660,069
|
|
|
|||||
|
3/8/18
|
|
3/8/18
|
|
|
150,000
|
|
|
300,000
|
|
|
600,000
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Ajay K. Puri
|
|
3/8/18
|
|
3/8/18
|
(3)
|
|
|
|
—
|
|
|
|
|
4,600
|
|
|
9,200
|
|
|
18,400
|
|
|
—
|
|
|
|
2,197,788
|
|
(4)
|
||
|
3/8/18
|
|
3/8/18
|
(5)
|
|
|
|
—
|
|
|
|
|
225
|
|
|
900
|
|
|
1,800
|
|
|
—
|
|
|
|
318,204
|
|
|
|||
|
3/8/18
|
|
3/8/18
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
2,900
|
|
(6)
|
|
692,781
|
|
|
|||||
|
9/11/18
|
|
8/22/18
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
2,550
|
|
(7)
|
|
689,826
|
|
|
|||||
|
3/8/18
|
|
3/8/18
|
|
|
325,000
|
|
|
650,000
|
|
|
1,300,000
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Debora Shoquist
|
|
3/8/18
|
|
3/8/18
|
(3)
|
|
|
|
—
|
|
|
|
|
3,350
|
|
|
6,700
|
|
|
13,400
|
|
|
—
|
|
|
|
1,600,563
|
|
(4)
|
||
|
3/8/18
|
|
3/8/18
|
(5)
|
|
|
|
—
|
|
|
|
|
175
|
|
|
700
|
|
|
1,400
|
|
|
—
|
|
|
|
247,492
|
|
|
|||
|
3/8/18
|
|
3/8/18
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
1,950
|
|
(6)
|
|
465,836
|
|
|
|||||
|
9/11/18
|
|
8/22/18
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
1,710
|
|
(7)
|
|
462,589
|
|
|
|||||
|
3/8/18
|
|
3/8/18
|
|
|
125,000
|
|
|
250,000
|
|
|
500,000
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Timothy S. Teter
|
|
3/8/18
|
|
3/8/18
|
(3)
|
|
|
|
—
|
|
|
|
|
2,850
|
|
|
5,700
|
|
|
11,400
|
|
|
—
|
|
|
|
1,361,673
|
|
(4)
|
||
|
3/8/18
|
|
3/8/18
|
(5)
|
|
|
|
—
|
|
|
|
|
175
|
|
|
700
|
|
|
1,400
|
|
|
—
|
|
|
|
247,492
|
|
|
|||
|
|
3/8/18
|
|
3/8/18
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
1,300
|
|
(6)
|
|
310,557
|
|
|
||||
|
|
9/11/18
|
|
8/22/18
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
1,140
|
|
(7)
|
|
308,393
|
|
|
||||
|
|
3/8/18
|
|
3/8/18
|
|
|
125,000
|
|
|
250,000
|
|
|
500,000
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
Represents range of awards payable under our Fiscal 2019 Variable Cash Plan.
|
(2)
|
Amounts shown in this column do not reflect dollar amounts actually received by the NEO. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718 for the awards. The assumptions used in the calculation of values of the awards are set forth under Note 3 to our consolidated financial statements titled
Stock-Based Compensation
in our Form 10-K. With regard to the stock awards with performance-based vesting conditions, the reported grant date fair value assumes the probable outcome of the conditions at Base Operating Plan and Target, determined in accordance with applicable accounting standards.
|
(3)
|
Represents range of possible shares able to be earned with respect to SY PSUs.
|
(4)
|
Based on the performance that was actually achieved for Fiscal 2019, the grant date fair value for the NEOs’ SY PSUs would be: $6,655,714 for Mr. Huang, $1,932,381 for Ms. Kress, $1,975,381 for Mr. Puri, $1,438,596 for Ms. Shoquist, and $1,223,833 for Mr. Teter.
|
(5)
|
Represents range of possible shares able to be earned with respect to MY PSUs.
|
(6)
|
Represents RSUs granted to Messrs. Puri and Teter and Mses. Kress and Shoquist in the first quarter of Fiscal 2019 pursuant to the 2007 Plan. The CC approved these grants on March 8, 2018 for grant on March 8, 2018, the same day that semi-annual grants were made to all of our eligible employees.
|
(7)
|
Represents RSUs granted to Messrs. Puri and Teter and Mses. Kress and Shoquist in the third quarter of Fiscal 2019 pursuant to the 2007 Plan. The CC approved these grants on August 22, 2018 for grant on September 11, 2018, the same day that semi-annual grants were made to all of our eligible employees.
|
Name
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
|
Number of Securities
Underlying Unexercised
Options (#)
Exercisable
|
|
Number of Securities
Underlying Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price ($)
(1)
|
|
Option
Expiration
Date
|
|
Number of
Units of Stock
That Have
Not Vested (#)
|
|
Market Value of Units of Stock That Have Not
Vested ($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not
Vested ($)
(2)
|
||||||||||||
Jen-Hsun Huang
|
|
250,000
|
|
|
—
|
|
|
|
10.56
|
|
|
9/14/2020
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
250,000
|
|
|
—
|
|
|
|
17.62
|
|
|
3/17/2021
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||
|
250,000
|
|
|
—
|
|
|
|
14.465
|
|
|
9/20/2021
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||
|
300,000
|
|
|
—
|
|
|
|
14.46
|
|
|
3/20/2022
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||
|
300,000
|
|
|
—
|
|
|
|
13.71
|
|
|
9/18/2022
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||
|
237,500
|
|
|
—
|
|
|
|
12.62
|
|
|
3/19/2023
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||
|
237,500
|
|
|
—
|
|
|
|
16.00
|
|
|
9/17/2023
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
41,250
|
|
(3)
|
|
6,606,188
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
142,500
|
|
(4)
|
|
22,821,375
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
106,875
|
|
(5)
|
|
17,116,031
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
56,954
|
|
(6)
|
|
9,121,183
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
27,861
|
|
(7)
|
|
4,461,939
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
50,250
|
|
(8)
|
|
8,047,538
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
23,100
|
|
(9)
|
|
3,699,465
|
|
|
Colette M. Kress
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,813
|
|
(10)
|
|
450,502
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
17,250
|
|
(3)
|
|
2,762,588
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,625
|
|
(11)
|
|
900,844
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
(4)
|
|
1,921,800
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
41,625
|
|
(5)
|
|
6,666,244
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
7,219
|
|
(12)
|
|
1,156,123
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,032
|
|
(13)
|
|
805,875
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,375
|
|
(14)
|
|
540,506
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
21,938
|
|
(6)
|
|
3,513,371
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,544
|
|
(15)
|
|
407,422
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
8,089
|
|
(7)
|
|
1,295,453
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,775
|
|
(16)
|
|
444,416
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,440
|
|
(17)
|
|
390,766
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4,000
|
|
(8)
|
|
640,600
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,800
|
|
(9)
|
|
288,270
|
|
Ajay K. Puri
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
(10)
|
|
400,375
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
(3)
|
|
2,882,700
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
(11)
|
|
1,201,125
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
(4)
|
|
1,921,800
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
43,125
|
|
(5)
|
|
6,906,469
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
(12)
|
|
1,201,125
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,250
|
|
(13)
|
|
840,788
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,516
|
|
(14)
|
|
563,087
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
22,500
|
|
(6)
|
|
3,603,375
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,647
|
|
(15)
|
|
423,917
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
8,269
|
|
(7)
|
|
1,324,280
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,900
|
|
(16)
|
|
464,435
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,550
|
|
(17)
|
|
408,383
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4,000
|
|
(8)
|
|
640,600
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,800
|
|
(9)
|
|
288,270
|
|
Debora Shoquist
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,063
|
|
(10)
|
|
330,389
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
(3)
|
|
2,001,875
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,125
|
|
(11)
|
|
660,619
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
(4)
|
|
1,281,200
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
29,250
|
|
(5)
|
|
4,684,388
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,063
|
|
(12)
|
|
810,839
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
(13)
|
|
560,525
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,391
|
|
(14)
|
|
382,919
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
16,313
|
|
(6)
|
|
2,612,527
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,822
|
|
(15)
|
|
291,793
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
6,022
|
|
(7)
|
|
964,423
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,950
|
|
(16)
|
|
312,293
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,710
|
|
(17)
|
|
273,857
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3,000
|
|
(8)
|
|
480,450
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,400
|
|
(9)
|
|
224,210
|
|
|
Timothy S. Teter
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
27,394
|
|
(14)
|
|
4,387,149
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,123
|
|
(7)
|
|
820,448
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,300
|
|
(16)
|
|
208,195
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,140
|
|
(17)
|
|
182,571
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,400
|
|
(9)
|
|
224,210
|
|
(1)
|
Unless otherwise noted, represents the closing price of our common stock as reported by Nasdaq on the date of grant which is the exercise price of stock option grants made pursuant to our 2007 Plan.
|
(2)
|
Calculated by multiplying the number of RSUs or PSUs by the closing price ($160.15) of NVIDIA’s common stock on January 25, 2019, the last trading day before the end of our Fiscal 2019, as reported by Nasdaq.
|
(3)
|
The RSU was earned on January 31, 2016 based on achievement of a pre-established performance goal. The RSU vested as to 25% of the shares on March 16, 2016, and vested as to 12.50% approximately every six months thereafter over the next three years such that the RSU was fully vested on March 20, 2019.
|
(4)
|
The RSU was earned on January 27, 2019, based on achievement of a pre-established performance goal. The RSU vested as to 100% of the shares on March 20, 2019.
|
(5)
|
The RSU was earned on January 29, 2017, based on achievement of a pre-established performance goal. The RSU vested as to 25% of the shares on March 15, 2017, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on March 18, 2020.
|
(6)
|
The RSU was earned on January 28, 2018, based on achievement of a pre-established performance goal. The RSU vested as to 25% of the shares on March 21, 2018, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on March 17, 2021.
|
(7)
|
Represents the number of shares subject to the RSU that became eligible to vest, determined as of January 27, 2019, based on partial achievement of the pre-established Base Operating Plan performance goal above Threshold performance. The RSU vested as to 25% of the shares on March 20, 2019, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on March 16, 2022.
|
(8)
|
Represents the number of shares based on achieving Stretch performance goals. The number of PSUs that will be earned, if at all, is based on our TSR relative to the S&P 500 from January 30, 2017 through January 26, 2020. If the pre-established performance goal is achieved, the shares earned will vest as to 100% on March 18, 2020. If the Threshold performance goal is achieved, 8,375 shares will be earned by Mr. Huang, 500 shares will be earned by Ms. Kress, 500 shares will be earned by Mr. Puri, and 375 shares will be earned by Ms. Shoquist. If the Target performance goal is achieved, 33,500 shares will be earned by Mr. Huang, 2,000 shares will be earned by Ms. Kress, 2,000 shares will be earned by Mr. Puri, and 1,500 shares will be earned by Ms. Shoquist.
|
(9)
|
Represents the number of shares based on achieving Stretch performance goals. The number of PSUs that will be earned, if at all, is based on our TSR relative to the S&P 500 from January 28, 2018 through January 31, 2021. If the pre-established performance goal is achieved, the shares earned will vest as to 100% on March 17, 2021. If the Threshold performance goal is achieved, 3,850 shares will be earned by Mr. Huang, 225 shares will be earned by Ms. Kress, 225 shares will be earned by Mr. Puri, 175 shares will be earned by Ms. Shoquist, and 175 shares will be earned by Mr. Teter. If the Target performance goal is achieved, 15,400 shares will be earned by Mr. Huang, 900 shares will be earned by Ms. Kress, 900 shares will be earned by Mr. Puri, 700 shares will be earned by Ms. Shoquist, and 700 shares will be earned by Mr. Teter.
|
(10)
|
The RSU vested as to 25% of the shares on March 16, 2016, and vested as to 12.50% approximately every six months thereafter over the next three years such that the RSU was fully vested on March 20, 2019.
|
(11)
|
The RSU vested as to 25% on September 21, 2016, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on September 18, 2019.
|
(12)
|
The RSU vested as to 25% on March 15, 2017, and vests as to 12.50% approximately every six months thereafter over the next three years such that the RSU will be fully vested on March 18, 2020.
|
(13)
|
The RSU will vest as to 25% on September 20, 2017, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on September 16, 2020.
|
(14)
|
The RSU will vest as to 25% on March 21, 2018, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on March 17, 2021.
|
(15)
|
The RSU will vest as to 25% on September 19, 2018, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on September 15, 2021.
|
(16)
|
The RSU vested as to 25% on March 20, 2019, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on March 16, 2022.
|
(17)
|
The RSU will vest as to 25% on September 18, 2019, and vests as to 6.25% approximately every three months thereafter over the next three years such that the RSU will be fully vested on September 21, 2022.
|
Name
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
|
Number of
Shares Acquired on
Exercise (#)
|
|
Value
Realized
on Exercise ($)
(1)
|
|
Number of
Shares Acquired on
Vesting (#)
|
|
Value
Realized
on Vesting ($)
(2)
|
||||||
Jen-Hsun Huang
|
|
—
|
|
|
—
|
|
|
438,046
|
|
(3)
|
|
110,285,690
|
|
Colette M. Kress
|
|
—
|
|
|
—
|
|
|
146,156
|
|
(4)
|
|
37,099,797
|
|
Ajay K. Puri
|
|
11,500
|
|
(5)
|
2,861,912
|
|
|
144,500
|
|
(6)
|
|
36,702,273
|
|
Debora Shoquist
|
|
—
|
|
|
—
|
|
|
105,062
|
|
(7)
|
|
26,660,527
|
|
Timothy S. Teter
|
|
—
|
|
|
—
|
|
|
21,306
|
|
(8)
|
|
5,105,586
|
|
(1)
|
The value realized on cashless exercise represents the difference between the exercise price per share of the stock option and either (a) the fair market value of our common stock as reported by Nasdaq at cashless exercise or (b) the closing price of our common stock as reported by Nasdaq on the trading day prior to the date of cash exercise, multiplied by the number of shares of common stock underlying the stock options exercised. The exercise price of each such stock option was equal to the closing price of our common stock as reported by Nasdaq on the date of grant. The value realized was determined without considering any taxes that may have been owed.
|
(2)
|
Represents the number of shares acquired on vesting multiplied by the fair market value of our common stock as reported by Nasdaq on the date of vesting.
|
(3)
|
Includes an aggregate of 217,186 shares that were withheld to pay taxes due upon vesting.
|
(4)
|
Includes an aggregate of 72,236 shares that were withheld to pay taxes due upon vesting.
|
(5)
|
Mr. Puri exercised stock options and sold an aggregate of 4,643 shares during Fiscal 2019. Mr. Puri also exercised stock options for an additional 6,857 shares during Fiscal 2019 for an aggregate exercise price of $99,995.
|
(6)
|
Includes an aggregate of 71,655 shares that were withheld to pay taxes due upon vesting.
|
(7)
|
Includes an aggregate of 51,800 shares that were withheld to pay taxes due upon vesting.
|
(8)
|
Includes an aggregate of 10,536 shares that were withheld to pay taxes due upon vesting.
|
Name
|
|
Unvested RSUs and PSUs at January 27, 2019 (#)
(1)
|
|
Total Estimated Benefit ($)
(1)
|
Jen-Hsun Huang
|
|
379,979
|
|
60,853,637
|
Colette M. Kress
|
|
130,536
|
|
20,905,340
|
Ajay K. Puri
|
|
136,088
|
|
21,794,493
|
Debora Shoquist
|
|
93,587
|
|
14,987,958
|
Timothy S. Teter
|
|
36,234
|
|
5,802,875
|
Name
|
|
Estimated SY PSUs Granted in Fiscal 2019 at Base Operating Plan Performance (#)
|
|
Value of Estimated SY PSUs Granted in Fiscal 2019 at Base Operating Plan Performance ($)
|
|
Actual SY PSUs Granted in Fiscal 2019
Eligible to Vest (#)
|
|
Value of Actual SY PSUs Granted in Fiscal 2019 Eligible to Vest ($)
|
Jen-Hsun Huang
|
|
31,000
|
|
4,964,650
|
|
27,861
|
|
4,461,939
|
Colette M. Kress
|
|
9,000
|
|
1,441,350
|
|
8,089
|
|
1,295,453
|
Ajay K. Puri
|
|
9,200
|
|
1,473,380
|
|
8,269
|
|
1,324,280
|
Debora Shoquist
|
|
6,700
|
|
1,073,005
|
|
6,022
|
|
964,423
|
Timothy S. Teter
|
|
5,700
|
|
912,855
|
|
5,123
|
|
820,448
|
Name
|
|
Estimated MY PSUs Granted in Fiscal 2017 at Target Performance (#)
|
|
Value of Estimated MY PSUs Granted in Fiscal 2017 at Target Performance ($)
|
|
Actual MY PSUs Granted in Fiscal 2017 Eligible to Vest (#)
|
|
Value of Actual MY PSUs Granted in Fiscal 2017 Eligible to Vest ($)
|
Jen-Hsun Huang
|
|
95,000
|
|
15,214,250
|
|
142,500
|
|
22,821,375
|
Colette M. Kress
|
|
6,000
|
|
960,900
|
|
12,000
|
|
1,921,800
|
Ajay K. Puri
|
|
6,000
|
|
960,900
|
|
12,000
|
|
1,921,800
|
Debora Shoquist
|
|
4,000
|
|
640,600
|
|
8,000
|
|
1,281,200
|
Timothy S. Teter *
|
|
—
|
|
—
|
|
—
|
|
—
|
What am I voting on?
Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 2020.
Vote required
:
A majority of the shares present or represented by proxy.
Effect of abstentions
:
Same as a vote AGAINST.
Effect of broker non-votes
:
None (because this is a routine proposal, there are no broker non-votes).
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
||||
Audit Fees
(1)
|
|
$
|
5,019,270
|
|
|
$
|
4,415,542
|
|
Audit-Related Fees
(2)
|
|
—
|
|
|
100,000
|
|
||
Tax Fees
(3)
|
|
403,816
|
|
|
211,594
|
|
||
All Other Fees
(4)
|
|
4,500
|
|
|
3,600
|
|
||
Total Fees
|
|
$
|
5,427,586
|
|
|
$
|
4,730,736
|
|
(1)
|
Audit fees include fees for the audit of our consolidated financial statements, the audit of our internal control over financial reporting, reviews of our quarterly financial statements and annual report, reviews of SEC registration statements, and related consents and fees related to statutory audits of some of our international entities.
|
(2)
|
Audit-related fees consist of fees for procedures related to the impact of a new accounting pronouncement.
|
(3)
|
Tax fees consisted of fees for tax compliance and consultation services.
|
(4)
|
All other fees consisted of fees for products or services other than those included above, including payment to PwC related to the use of an accounting regulatory database.
|
AUDIT COMMITTEE
|
|
Dawn Hudson
|
Michael G. McCaffery
|
Mark L. Perry
|
Mark A. Stevens
|
What am I voting on?
Approval of an amendment and restatement of our
Charter.
Vote required
:
66 2/3% of the shares outstanding.
Effect of abstentions
:
Same as a vote AGAINST.
Effect of broker non-votes
:
Same as a vote AGAINST.
|
•
|
amendment of Article V(A)(3) to remove the 66 2/3% supermajority vote requirement for removal of directors without cause, thereby providing for majority voting; and
|
•
|
such non-substantive revisions as determined by management to be in the best interests of the Company and its stockholders;
|
Plan Category
|
|
Number of securities to be
issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights ($)
(b)
|
|
Number of securities remaining available for
future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
|||||
Equity compensation plans approved by security holders
(1)
|
|
4,141,061
|
|
|
14.36
|
|
(2)
|
|
94,777,956
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
|
4,141,061
|
|
|
14.36
|
|
(2)
|
|
94,777,956
|
|
(3)
|
(1)
|
This row includes our 2007 Plan and our 2012 ESPP. Under our 2012 ESPP, participants are permitted to purchase our common stock at a discount on certain dates through payroll deductions within a pre-determined purchase period. Accordingly, the number of shares to be issued upon exercise of outstanding rights under our 2012 ESPP as of January 27, 2019 is not determinable.
|
(2)
|
Represents the weighted-average exercise price of outstanding stock options only.
|
(3)
|
As of January 27, 2019, the number of shares that remained available for future issuance under the 2007 Plan is 34,944,305, and the number of shares that remained available for future issuance under the 2012 ESPP is 59,833,651, of which up to a maximum of 37,803,000 shares may be purchased under the 2012 ESPP in the current purchase period which runs until August 31, 2019.
|
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