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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2021
NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-23985 94-3177549
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
     
2788 San Tomas Expressway, Santa Clara, CA 95051
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 486-2000
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share NVDA The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Amendment to Certificate of Incorporation

On June 3, 2021, at the 2021 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2021 Annual Meeting, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, or the Amendment, to increase the number of authorized shares of common stock from 2 billion to 4 billion. The Amendment, which was filed with the Secretary of State of the State of Delaware on June 4, 2021, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2021, at the 2021 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2021 Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.

1.    Stockholders approved the election of each of our thirteen (13) directors to serve for a one-year term until our 2022 Annual Meeting of Stockholders. The results of the voting were as follows:

a. Robert K. Burgess
     Number of shares For 420,596,553 
     Number of shares Withheld 1,779,414 
     Number of shares Abstaining 2,941,599 
     Number of Broker Non-Votes 70,546,857 
b. Tench Coxe
     Number of shares For 410,255,042 
     Number of shares Withheld 9,706,472 
     Number of shares Abstaining 5,356,052 
     Number of Broker Non-Votes 70,546,857 
c. John O. Dabiri
     Number of shares For 421,550,236 
     Number of shares Withheld 1,091,854 
     Number of shares Abstaining 2,675,476 
     Number of Broker Non-Votes 70,546,857 
d. Persis S. Drell
     Number of shares For 420,006,508 
     Number of shares Withheld 1,878,898 
     Number of shares Abstaining 3,432,160 
     Number of Broker Non-Votes 70,546,857 
e. Jen-Hsun Huang
     Number of shares For 419,866,452 
     Number of shares Withheld 2,416,779 
     Number of shares Abstaining 3,034,335 
     Number of Broker Non-Votes 70,546,857 
f. Dawn Hudson
     Number of shares For 421,036,593 
     Number of shares Withheld 1,668,906 
     Number of shares Abstaining 2,612,067 
     Number of Broker Non-Votes 70,546,857 


g. Harvey C. Jones
     Number of shares For 394,798,323 
     Number of shares Withheld 24,482,410 
     Number of shares Abstaining 6,036,833 
     Number of Broker Non-Votes 70,546,857 
h. Michael G. McCaffery
     Number of shares For 421,031,980 
     Number of shares Withheld 1,606,723 
     Number of shares Abstaining 2,678,863 
     Number of Broker Non-Votes 70,546,857 
i. Stephen C. Neal
     Number of shares For 417,133,291 
     Number of shares Withheld 4,867,874 
     Number of shares Abstaining 3,316,401 
     Number of Broker Non-Votes 70,546,857 
j. Mark L. Perry
     Number of shares For 396,451,645 
     Number of shares Withheld 22,995,645 
     Number of shares Abstaining 5,870,276 
     Number of Broker Non-Votes 70,546,857 
k. A. Brooke Seawell
     Number of shares For 403,897,070 
     Number of shares Withheld 16,021,659 
     Number of shares Abstaining 5,398,837 
     Number of Broker Non-Votes 70,546,857 
l. Aarti Shah
     Number of shares For 421,918,802 
     Number of shares Withheld 752,205 
     Number of shares Abstaining 2,646,559 
     Number of Broker Non-Votes 70,546,857 
m. Mark A. Stevens
     Number of shares For 403,821,782 
     Number of shares Withheld 15,449,272 
     Number of shares Abstaining 6,046,512 
     Number of Broker Non-Votes 70,546,857 

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

     Number of shares For 403,579,177 
     Number of shares Against 18,867,902 
     Number of shares Abstaining 2,870,487 
     Number of Broker Non-Votes 70,546,857 



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

     Number of shares For 488,145,649 
     Number of shares Against 5,075,065 
     Number of shares Abstaining 2,643,709 
     Number of Broker Non-Votes — 

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

     Number of shares For 473,734,960 
     Number of shares Against 19,186,243 
     Number of shares Abstaining 2,943,220 
     Number of Broker Non-Votes — 



Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
3.1
104
The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101).



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NVIDIA Corporation
Date: June 4, 2021 By: /s/ Rebecca Peters
Rebecca Peters
Vice President, Deputy General Counsel and Assistant Secretary




CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NVIDIA CORPORATION

(a Delaware corporation)

NVIDIA Corporation, a Delaware corporation (the “Corporation”), does hereby certify:

First: The name of the Corporation is NVIDIA Corporation.

Second: The date on which the Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware is February 24, 1998 under the name of NVIDIA Delaware Corporation.

Third: The Board of Directors of the Corporation, acting in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend Paragraph A of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation, filed with the Secretary of State of the State of Delaware on February 1, 1999, and any amendments thereto (the “Amended and Restated Certificate of Incorporation”), to read in its entirety as follows:

“A. This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Four Billion Two Million (4,002,000,000) shares. Four Billion (4,000,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($.001). Two Million (2,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($.001).

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a “Preferred Stock Designation”) pursuant to the Delaware General Corporation Law, to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.”

Fourth: Thereafter pursuant to a resolution of the Board of Directors this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

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Fifth: This Certificate of Amendment shall become effective immediately upon filing with the Secretary of State of the State of Delaware.

Sixth: All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

In Witness Whereof, NVIDIA Corporation has caused this Certificate of Amendment to be signed by its Executive Vice President and Chief Financial Officer and attested to by its Secretary in Santa Clara, California on this 4th day of June, 2021.


NVIDIA Corporation

By: /s/ Colette M. Kress
Colette M. Kress
Executive Vice President and
Chief Financial Officer

Attest:

By: /s/ Timothy S. Teter
Timothy S. Teter
Secretary
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