NVDA 8-K — Smart Summary

NVIDIA Corporation held its 2025 Annual Meeting of Stockholders on June 25, 2025, at which stockholders voted on seven proposals, including the election of thirteen director nominees, two management proposals, and three shareholder proposals.

• Robert K. Burgess — 15,376,382,668 for / 797,228,237 against (95.07%)
• Tench Coxe — 15,134,235,302 for / 1,035,844,234 against (93.58%)
• John O. Dabiri — 16,025,518,593 for / 146,347,846 against (99.10%)
• Persis S. Drell — 16,014,366,254 for / 159,022,874 against (99.02%)
• Jen-Hsun Huang — 15,928,933,962 for / 247,104,111 against (98.47%)
• Dawn Hudson — 15,303,708,611 for / 868,132,528 against (94.63%)
• Harvey C. Jones — 14,971,033,849 for / 1,198,658,803 against (92.59%)
• Melissa B. Lora — 16,115,516,875 for / 58,214,776 against (99.64%)
• Stephen C. Neal — 15,279,631,336 for / 890,540,427 against (94.50%)
• Ellen Ochoa — 16,043,704,383 for / 129,880,202 against (99.20%)
• A. Brooke Seawell — 15,153,296,756 for / 1,016,658,974 against (93.71%)
• Aarti Shah — 14,964,534,690 for / 1,208,585,561 against (92.53%)
• Mark A. Stevens — 15,325,129,515 for / 848,364,367 against (94.75%)

• Advisory approval of named executive officer compensation — 14,806,756,684 for / 1,320,594,290 against / 65,736,681 abstain (91.82%) — passed
• Ratification of PricewaterhouseCoopers LLP as independent registered accounting firm for fiscal year ending January 25, 2026 — 18,450,994,715 for / 925,798,285 against / 22,915,873 abstain (95.22%) — passed
• Amendment and restatement of Certificate of Incorporation to remove all supermajority provisions — 16,018,866,893 for / 152,574,185 against / 21,646,577 abstain (99.05% of votes cast, but required at least 66 2/3% of outstanding shares) — failed

• Eliminate the holding period requirement to call a special stockholder meeting — 1,097,803,015 for / 15,054,650,161 against / 40,634,479 abstain (6.79%) — failed
• Adoption of a new director election resignation governance policy — 2,866,965,630 for / 13,251,838,014 against / 74,284,011 abstain (17.78%) — failed
• Modify existing reporting on workforce data — 2,914,847,654 for / 13,087,513,955 against / 190,726,046 abstain (18.21%) — failed