英偉達NVIDIA (NVDA) 2011年年度報告「NASDAQ」.pdf

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1、NVIDIA CORPORATION/2011 ANNuAl ReVIewNVIDIA CORPORATION2011 ANNuAl ReVIew,NOTICe OF ANNuAl meeTING,PROXy STATemeNT AND FORm 10-KFROm SuPeR PhONeS TO SuPeRCOmPuTeRS,NVIDIA POweRS The wORlDS mOST INSPIRING DeVICeS.Since awakening the industry in 1999 to the power of computer graphics with the inventio

2、n of the GPu,NVIDIA has consistently set new standards in visual computing.This expertise,initially focused on computer gaming,has led to breakthroughs in parallel processing for high-performance computing.while our demanding customers are as diverse as video-hungry teenagers,style-setting designers

3、 and prize-winning scientists,we serve them all with a singular passionfor excellent performance,rigorous power efficiency and continual innovation.“The last Airbender”image courtesy of Industrial light&magic.2010 Paramount Pictures Corporation.All Rights Reserved.01nvidia corporation 2011 annual re

4、view 02GeForce IGnItes Pc GamInG.more than one bIllIon GeForce GPUs have been sold over the Past 12 years.epic Games unreal engine 3,the worlds most popular gaming engine,was built to support such leading nvidia technologies as dX11 tessellation,physX and 3d vision.the devotion the brand stirs goes

5、beyond customer loyalty.Fans have had the GeForce logo tattooed on their arm and shaved in their hair.the vivid graphics and seamless video fueled by nvIdIa GeForce technology delivers exceptional visual experiences for those looking to play state-of-the-art Pc games,edit video and stream high-defin

6、ition movies.among the many market-leading innovations enabled by GeForce technology are:the nvIdIa PhysX engine,which allows game developers to create virtual worlds that mirror dynamics of the real world;nvIdIa 3d vision technology,which provides an immersive 3d experience on Pcs by using speciall

7、y designed active-shutter glasses;and nvIdIa optimus,an innovative laptop technology that extends battery life without compromising graphics performance.03GeForcenvidia corporation 2011 annual review teGra verizon Motorola XooM tablet at&t Motorola atrix 4G super phone with lapdock 04teGra Is revolU

8、tIonIzInG mobIle comPUtInG and PowerInG a new wave oF sUPer Phones and tablets.vodaphone Samsung Galaxy tab 10.1 tablet t-Mobile G2X with Google by lG05nvidia corporation 2011 annual review a thumbnail-sized chip with eight specialized processors,nvIdIa tegra fuels the new generation of super phones

9、,tablets,as well as in-car safety and infotainment systems.tegra incorporates the worlds first mobile dual-core cPU,with up to two-times faster web browsing support for full adobe Flash,plus unprecedented multitasking capabilities.It is also equipped with a GeForce GPU,which provides stunningly rich

10、 visual experiences and console-quality gaming.among the first super phones to utilize the tegra processor are the motorola atrix 4G and the lG optimus 2X.the chip also powers many tablets running on the new android 3.0,or honeycomb,operating system,such as the motorola Xoom,lG optimus Pad and samsu

11、ng Galaxy tab 10.1.06QUadro Is the IndUstry standard For enGIneerInG,desIGn,medIcal ImaGInG and FIlm ProdUctIon.animators,broadcasters,visual-effects artists and industrial designers overwhelmingly use nvIdIa Quadro processors to create and visualize complex projects.Products ranging from such massi

12、ve undertakings as skyscrapers and airplanes to everyday items like tennis shoes and plastic bottles take shape on Quadro-powered software.nvIdIa Fermi-class processors leverage the cUda parallel-computing architecture to enhance workstations,delivering both advanced visualization and high-performan

13、ce simulation capabilities.this unique processor gives automotive designers the ability to view their creations photorealistically,as well as to model airflow around the vehicle;and it provides engineers with the ability to analyze and visualize data critical to guiding oil&gas exploration.“Iron man

14、 2”image courtesy of double negative visual effects.marvel and Paramount.07QUadronvidia corporation 2011 annual review Quadro accelerates visualization across a wide range of professional fields,facilitating new insights and enabling work to be done faster and with greater precision.tesla08 tesla pr

15、ocessors power the worlds fastest supercomputer,chinas tianhe-1a,used for large-scale scientifi c computation.Supercomputing has broad applications in such fi elds as drug design and seismic imaging,as depicted in the inset pictures.09tesla Is at the ForeFront oF sUPercomPUtInG,combInInG toP PerForm

16、ance wIth enerGy eFFIcIency.nvIdIa tesla processors enable scientists to address the most challenging problems in sciencein such fields as climate modeling,space exploration,medical imaging and computational biology.tesla solutions power the worlds fastest supercomputer,chinas tianhe-1a,a 2.5 petafl

17、op system that uses more than 7,000 tesla GPUs and is three times more power efficient than a cPU-only system.tesla GPUs are also behind two other systems that are among the worlds five fastest supercomputers.their massively parallel architecture divides complex computing problems into thousands of

18、smaller tasks and processes them simultaneously,leading to performance increases of 10 to 100 times.this enables computing problems to be solved in minutes instead of hours,dramatically outpacing traditional computing with cPUs alone.nvidia corporation 2011 annual review 10dear Fellow stakeholders,F

19、oreseeing the importance of energy efficiency,we set out half a decade ago to build high-end parallel and mobile processors.These ground-breaking initiatives sought to address two of our fundamental convictions:that power will limit the number of computers in large data centers,and that energy effic

20、iency will define our experience with mobile devices.These beliefs turned out to be well placed.And,with both products on the market,we began to achieve major wins.Results in the fourth quarter provided a glimpse of their potential.Net profit more than doubled to$172 million from the previous quarte

21、r,and gross margin hit a record 48.1 percent.For the full year,net profit totaled$253 million,from 2010s$68 million loss,as revenue rose 6.5 percent to$3.54 billion.In many respects,the fourth quarter marked the beginning of a new NVIDIA.Our coming-out party was this years International Consumer Ele

22、ctronics Show,where major news was announced:OEMs announced a range of super phones incorporating the NVIDIA Tegra 2 mobile super chip,making it the shows runaway hit.We unveiled Project Denver,a secret NVIDIA-built custom CPU based on ultra energy-efficient ARM architecture.Microsoft underscored Pr

23、oject Denvers importance,disclosing that the next generation of Windows will,for the first time,run on ARM architecture.And less than a week later,NVIDIA entered into a significant cross-licensing agreement with Intel.This provides us with access to all of Intels technologies to build our own proces

24、sors,as well as$1.5 billion in licensing payments over six years.this was one of the most important years in nvIdIas history.while extending our leadership in computer graphics,we expanded our reach and began realizing our vision to help revolutionize the computer industry.Tesla GPU1 billion transis

25、tors512 processorsTeGra sysTem-on-a-chiP241 million transistors8 processors nvidia is the only company in the world that makes highly energy-efficient processors which both fit in your pocket and power your datacenter.the tesla Gpu is designed for high-performance computing,and the tegra chip is use

26、d in mobile devices.11a new comPUTinG revolUTionAfter a 30-year run with the PC at the center of innovation,the computer industry is being rocked by dramatic changes.In this new world,PCs will remain the main platform for creative expression.But the devices most central to our lives will be super ph

27、ones and tablets.They will be our most personal computers.Just as the PC revolution once transformed the computer industry,the mobile computing revolu-tion will have equally far-reaching impact.Consider.These handheld computers are created by phone companies,not traditional OEMs.We buy them from car

28、riersnot just retailers.We use them to enjoy books,games,music,and apps downloaded from a digital storenot shrink-wrapped software.And their architecture is based on processors like Tegra,which are entire computers on a thumbnail-size chip incorporating ARM CPUs,not x86-com-patible CPUs.Nearly every

29、thing about these devices is different,including the way we will use them.In the future,youll be able to hold up your phone to a Chinese menu and see it instantly translated into a chosen language.You may be able to use it to take your pulse,gauge your blood pressure,and perhaps even measure blood-s

30、ugar levels.Youll be able to use your tablets video camera to view your living room.Magically,a computer-generated 3D image of the coffee table you are thinking about buying will appear in the room.You will be able to wander,and by looking through the tablet,view the table from varying angles.Jen-Hs

31、un Huang co-founder,president and chief executive officerThis and so much more will be possible.But delivering on the full promise of mobile computing will require a new class of processorone that provides supercomputing capabilities yet sips tiny amounts of power.We believe the most energy-efficien

32、t architecture for this challenge is a GPU.It works in parallel,breaking down a large challenge into small tasks that can be handled simultaneously by hundreds of tiny processors.a cUlTUre of reinvenTionRealizing the potential of mobile computing plays to NVIDIAs strengths.And we have demonstrated o

33、ur adaptability to seize new opportunities by repeatedly reinventing ourselves.Back in 1993,we launched our three-man startup to revolutionize PC graphics,believing that the PC would become a consumer device for enjoying games and multimedia.This,in time,became a massive industry,leading us to$1 bil

34、lion in revenue faster than any semiconductor company in history.In the early 2000s,we invented the programmable graphics processor,giving software developers an infinitely flexible palette for expressing their artistic vision.This expanded our reach into using computer graphics for creating movies,

35、revealing 3D medical images and styling cars.We became a GPU company,ultimately reaching$4 billion in revenue.nvidia corporation 2011 annual review 12NVIDIAs latest reinvention is based on energy-efficient high-performance processors that are 100-times more energy efficient than a PC.This opens a ne

36、w,massive growth opportunity for us.Within just a few years,2.5 billion phones will be sold annually,each a mobile computer.Our opportunity will,thus,increase sixfold,to a total addressable market of some$30 billion.TeGra sUPer chiPsAlready,todays market for super phones is growing exponentially.The

37、 devices ability to deliver high-definition video chat,console-quality multi-player gaming and Web browsing is capturing many millions of customers each month.Tegra,which has earned a reputation as the most advanced processor of its kind,was the first to bring dual-core CPUs to mobile devices.We hav

38、e design wins with a large number of partners.Some are long-time collaborators,such as Acer,ASUS,Dell and Toshiba.Others are first-time partners in new industries that we are now able to serve,such as LG,Motorola and Samsung.Although relatively new to the mobile field,we have key capabilities that m

39、atter greatly as the mobile industry converges with the computer industry.Among them:our deep expertise in computing and graphics;our fast,precise product-execution cycle times honed from years of building advanced technologies for PCs;and our extensive intellectual property.At the recent Mobile Wor

40、ld Congress,in Barcelona,we unveiled our roadmap for future generations of the Tegra chip.With the cadence of a new processor every year,we expect to see a fivefold improvement in performance in the next genera-tion version due out later this year,and a 75-fold increase in five years.sTrenGTh in cor

41、e markeTs Even as we were reinventing NVIDIA and expanding our growth opportunities this year,we extended our leadership in visual computing.The GeForce brand has long been the top choice for gamers,and with the GTX 500 NVIDIA Fermi generation of GPUs,we continue to lead the industry.This line offer

42、s exceptional speed,a revolutionary new GPU capability called tessella-tion,and further advances in immersive gameplay.Its flagship,the GTX 580,is widely regarded by enthusiasts and reviewers as the worlds fastest,most advanced GPU.GeForces promise is to delight gamers.And that starts with great gam

43、es.The fastest-growing genre in PC gaming is massively multiplayer online games,or MMO,and its most popular title is World of Warcraft,with more than 12 million players worldwide.This year,its creator,Blizzard,released two highly anticipated PC games:StarCraft 2 and World of Warcraft Cataclysm.StarC

44、raft 2 sold more than a million copies in its first 24 hours,making it the fastest-selling real-time strategy game ever.And World of Warcraft:nvidias tegra Zone app provides a curated collection of the best android games for tegra-powered devices.tesselation provides a nearly infinite level of detai

45、l to what had been coarse 3d models.in the unigine Heaven benchmark,shown above,a mythical village is brought to life with volumetric clouds and advanced compute shaders.13Cataclysm sold 3.3 million units in its first day,making it the fastest-selling PC game ever.Franchises like Starcraft and World

46、 of Warcraft illustrate the vibrancy of GeForces market.Another illustration is that we recently celebrated shipment of our one-billionth GeForce GPU with Taiwan Semiconductor Manufacturing Company Ltd.,a partner that has been critical to our success.Beyond building the most advanced GPUs,we continu

47、ed to create technologies that bring new experiences to PC gamers.3D Vision,the worlds best stereoscopic 3D experience,immerses them fully in a virtual world.Just two years after its introduction,3D Vision is now supported by more than 1,000 individual products from dozens of suppliers,including gam

48、es,projectors,TVs,cameras,and desktop and laptop screens.We also launched 3DVisionL,an online community where users can share 3D content.In an emerging trend,PCs are pulling away from consoles as the platform of choice for serious gamers,accelerated by unique features like tessellation,3D Vision and

49、 the use of multiple 3D screens at once.Even as the GeForce GPU continues to lead the market,our Quadro brand remains the industry standard for graphics professionals.They use workstations to speed work in product design,visual effects for film production,video editing and advanced visualization.For

50、 the second consecutive year,every film nominated for an Oscar in the Best Visual Effects category featured magic made possible by Quadro.The international virtual space expedition to Mars is harnessing the power of Quadro systems to simulate a 520-day manned flight.And Quadro enabled Glassworks in

51、the UK,together with University College London Hospitals,to create a computer-generated heart model that beats in real time,showing changes in the hearts shape during the cardiac cycle.Physicians can now study the beating heart in ways never before possible.Another breakthrough for us this year was

52、the introduction of computational visualization,which promises to revolutionize computer graphics,just as our programmable shading once did.Fermi-generation GPUs can rapidly generate a photorealistic image that simulates the path of light and material properties in a particular environmenta process

53、called ray tracing.By accomplishing this at a rate of several images a second,rather than an image every several hours,Quadro processors transform how designers and artists enhance their digital creations.nvidia corporation 2011 annual review 14acceleraTinG scienTific Discovery The growing ambitions

54、 of scientists and research-ers to tackle enormous challengesmodeling cell mutation,predicting weather,manipulating nanomaterials to create lightweight parts for fuel-efficient carsmake processing power more important than ever as a tool for discovery.Computation has become so fundamental to the sci

55、entific process that it has come to be called the third pillar of science,together with theory and experimentation.To meet this challenge,NVIDIA created a new breed of parallel-processing GPUs that work not just with the pixels of an image but with numerical data.This parallel computing architecture

56、 is called CUDA.Among its most important applications are in the medical field.Researchers at University of Califor-nia,San Diegos Radiation Oncology Department have shown that GPUs can cut the amount of radiation used in CT scans by up to 72 times.A team from Harvard and Brigham&Womens Hospital has

57、 found a way to create 3D images of a patients arteries,providing a non-invasive way to locate potentially lethal plaque.And researchers in Montpellier,France,use GPUs to virtually still a beating heart,enabling surgeons to treat patients by guiding robotic arms that predict and adjust for movement.

58、A sign of CUDAs growing importance was our second annual GPU Technology Conference,held in San Jose,Calif.Attendance grew 50 percent from the previous year and the number of submitted papers increased fivefold.Prominent scientists delivered talks on such diverse fields as self-driven cars;computatio

59、nal photography that enables changes to be made in focus,depth of field and lighting on already-captured images;and compu-tational finance applied to stock-options pricing.The adoption of our Tesla processors by top supercomputing centers indicates the importance of GPUs in the future of high-perfor

60、mance technical computing.By adding GPUs to CPU clusters,standard enterprise servers can be transformed into supercomputing servers.This new architecture has wide appeal.Standard CPU clusters can serve the email and database needs for a multinationals employees.And specialized CPU/GPU clusters can b

61、e used by the companys engineers and researchers for product development.With CUDA GPU computing,we have made it possible for supercomputers to achieve performance levels never before possible,while keeping them widely affordable.One of the most significant achievements of GPU computing was news tha

62、t Tesla processors helped power the worlds fastest supercomputerChinas 2.5 petaflop Tianhe-1A supercomputeras well as two other systems on the list of the worlds five top supercomputers.through project inspire,nvidia employees volunteer in their local community to drive transfomative projects with l

63、asting impact.tesla Gpus,which provide exceptional power and fuel efficiency,now run three of the worlds most powerful supercomputers.15larGer commUniTyCommitment to supporting the larger community,particularly those areas in which we operate,remains central to who we are.Last year,the number of our

64、 offices where local employees participated in a charitable event near their offices rose from 12 to 18,and volunteerism increased 20 percent.We continued Project Inspire,which employees forego an annual holiday party and instead participate in a program that benefits their local community.Our flags

65、hip initiative in Santa Clara,Calif.,drew more than 1,000 employees,family members and local residents.Over a weekend in mid-December,we converged on a community center in nearby San Jose,with the goals of building garden beds for low-income families,constructing a large educational greenhouse and m

66、aking improvements to the building and grounds.Similar efforts occurred elsewhere.In Beijing,employees,joined by business partners,continued to work with an orphanage that the office“adopted”two years ago,donating computer systems and supplies.In Pune,India,our employees raised funds to build a clas

67、sroom at a school for visually-impaired girls.And in Wrselen,Germany,employees worked side by side with youth to improve a vocational training center.The NVIDIA Foundation,one of the industrys only employee-led charitable foundations,continued its work in the areas of disease prevention,education an

68、d human services.The Foundation launched a strategic initiative called Compute the Cure,an effort to combine employees interest in health with NVIDIA technology,by funding the work of global cancer researchers.It will announce its first funding project this year.Im pleased to note that we also compl

69、eted our first global citizenship report this year,in which we set out the measures were taking,and our goals,for ensuring sustainability.lookinG aheaDNVIDIA has spent the past five years investing and planning for the rise of mobile and parallel computing.Its thrilling to see these defining the new

70、 computer industry.We have enormous work ahead of us to realize our vision.But I believe we are better situated than any company to thrive in this new environment.And I have never been more excited about our prospects.Sincerely,Jen-hsun huang Co-founder,President and Chief Executive OfficerApril 201

71、1nvidia corporation 2011 annual review nvIdIa corPoratIon/2011 annUal revIewNVIDIAs third annual GPU Technology Conference(GTC)will again take place in San Jose,Calif.This year,the event will be combined for the first time with Los Alamos National Laboratorys Acceler-ated High Performance Computing

72、Symposium.As in the past,several thousand scientists,engineers and developers are expected to attend from more than 40 countries.They have a shared interest in parallel computing and the GPUs role in advancing some of the worlds most complex computational problems.GTC will include hundreds of hours

73、of technical sessions,tutorials,panel discussions and moder-ated roundtables,as well as keynote lectures by leading figures in the field.Gpu tecHnoloGy conference 2011october 11-14,2011|San JoSe,californiawww.GputecHconf.coM17NVIDIA CORPORATIONNOTICE OF ANNUAL MEETINGPROXY STATEMENT AND FORM 10-KFOR

74、WARD-LOOKING STATEMENTS Certain statements in this document including,but not limited to,statements as to:the features,benefits,capabilities,performance,uses and importance of our products and technologies;the visual experience;our position as the world leader in visual computing technologies;our ex

75、pectations for strong,profitable growth;the mobile computing revolution;consumer demand for our products and technologies;and our strategies and initiatives are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectation

76、s.Such risks and uncertainties include,but are not limited to,our reliance on third parties to manufacture,assemble,package and test our products;slower than anticipated adoption of new products,technologies or industry standards;changes in industry standards and interfaces;market adoption of a comp

77、etitive technology;slower than expected growth of existing or new markets;design,manufacturing or software defects;development of more efficient or faster technology;changes in customer preferences and demands;the impact of technological advances and competition;and cyclical trends in our industry;a

78、s well as other factors detailed from time to time in the reports NVIDIA files with the Securities and Exchange Commission,including its Form 10-K for the fiscal year ended January 30,2011.Copies of reports filed with the SEC are posted on our website and are available from NVIDIA without charge.The

79、se forward-looking statements are not guarantees of future performance and speak only as of April 2011,and,except as required by law,NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.NVIDIA CORPORATION 2011 ANNUAL REVIEW NVIDIA CORPO

80、RATIONHeadquartersMeeting Location2701 SANTOMASEXPRESSWAY2800 SCOTTBOULEVARDSANTACLARA,CALIFORNIA95050SANTACLARA,CALIFORNIA95050Online L OF ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON MAY 18,2011Dear Stockholder:You are cordially invited to attend the 2011 Annual Meeting of Stockholders of NVIDIA Co

81、rporation which will takeplace on Wednesday,May 18,2011,at 9:00 a.m.pacific daylight time for the following purposes:1.To elect two directors nominated by the Board of Directors to hold office until our 2014 Annual Meeting ofStockholders;2.To amend our Certificate of Incorporation to declassify the

82、Board of Directors such that all directors are elected onan annual basis by 2014;3.To hold an advisory vote on executive compensation;4.To hold an advisory vote on the frequency of holding an advisory vote on executive compensation;5.To ratify the selection of PricewaterhouseCoopers LLP as our indep

83、endent registered public accounting firm for ourfiscal year ending January 29,2012;and6.To conduct any other business properly brought before the 2011 Annual Meeting.You can attend our 2011 Annual Meeting in person by going to Building E of our headquarters located at 2800 ScottBoulevard,Santa Clara

84、,California,95050.Please see the map at the end of the attached proxy statement for directions toBuilding E of our headquarters.In the alternative,you can attend the 2011 Annual Meeting online and vote your shares andsubmit your questions electronically during the meeting by visiting items of busine

85、ss for the 2011 Annual Meeting are more fully described in the attached proxy statement.Onlystockholders who owned our stock at the close of business on March 21,2011 may vote at the 2011 Annual Meeting or anyadjournments,continuations or postponements of the meeting.We are pleased to take advantage

86、 of the U.S.Securities and Exchange Commission rule that allows companies to furnishproxy materials to their stockholders over the Internet.On or about April 8,2011,we mailed to our stockholders(other thanthose who previously requested electronic or paper delivery)a Notice of Internet Availability o

87、f Proxy Materials,or theNotice,containing instructions on how to access our proxy materials,including our proxy statement and annual report.TheNotice also instructs you on how to access your proxy card to vote over the Internet.Your vote is important.Whether or notyou plan to attend the 2011 Annual

88、Meeting,PLEASE VOTE YOUR SHARES.We look forward to seeing you at the 2011 Annual Meeting.By Order of the Board of DirectorsDavid M.ShannonSecretarySanta Clara,CaliforniaApril 8,2011Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting to be Held on May 18,2011This Noti

89、ce,Proxy Statement,our Annual Report on Form 10-K and our Stockholder Lettercan be accessed electronically OFCONTENTSPAGEQUESTIONS AND ANSWERS.1PROPOSAL 1ELECTION OF DIRECTORS.8PROPOSAL 2AMENDMENT TO NVIDIAS AMENDED AND RESTATED CERTIFICATE OFINCORPORATION TO ELIMINATE CLASSIFIED BOARD STRUCTURE.11I

90、NFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE.13COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.22DIRECTOR COMPENSATION.22PROPOSAL 3ADVISORY VOTE ON EXECUTIVE COMPENSATION.24PROPOSAL 4ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTEON EXECUTIVE COMPENSATION.2

91、5PROPOSAL 5RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR FISCAL YEAR 2012.26AUDIT COMMITTEE AND INDEPENDENT AUDITOR INFORMATION.27SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.30EXECUTIVE COMPENSATION.32Compensation Discussion and Analysis.32Risk Anal

92、ysis of our Compensation Plans.49Summary Compensation Table For Fiscal Years 2011,2010 and 2009.50Grants of Plan-Based Awards For Fiscal Year 2011.52Outstanding Equity Awards as of January 30,2011.54Option Exercises and Stock Vested in Fiscal Year 2011.56Employment,Severance and Change-In-Control Ag

93、reements.57Potential Payments Upon Termination or Change-In-Control.58COMPENSATION COMMITTEE REPORT.59EQUITY COMPENSATION PLAN INFORMATION.59ADDITIONAL INFORMATION.61Review of Transactions with Related Persons.61Transactions with Related Persons.61Section 16(a)Beneficial Ownership Reporting Complian

94、ce.61Other Matters.62APPENDIX A.A-1Certificate of Amendment of Amended and Restated Certificate of Incorporation.A-1ProxyNVIDIA CORPORATION2701 SANTOMASEXPRESSWAYSANTACLARA,CALIFORNIA95050PROXYSTATEMENTFOR THE2011 ANNUALMEETING OFSTOCKHOLDERSMAY18,2011QUESTIONS AND ANSWERSWhy am I receiving these ma

95、terials?Your proxy is being solicited on behalf of the Board of Directors,or the Board,of NVIDIA Corporation,aDelaware corporation.Your proxy is for use at our 2011 Annual Meeting of Stockholders,or the 2011 AnnualMeeting,to be held on Wednesday,May 18,2011,at 9:00 a.m.pacific daylight time.This pro

96、xy statementcontains important information regarding the 2011 Annual Meeting,the proposals on which you are being askedto vote,information you may find useful in determining how to vote and voting procedures.How can I attend the 2011 Annual Meeting?You can attend our 2011 Annual Meeting in person or

97、 you can attend and participate via the Internet.Attending In Person.Our 2011 Annual Meeting will take place in Building E of our headquarters locatedat 2800 Scott Boulevard,Santa Clara,California 95050.Our principal executive offices are located at 2701 SanTomas Expressway,Santa Clara,California 95

98、050,and our telephone number is(408)486-2000.Please see themap at the end of this proxy statement for directions to the 2011 Annual Meeting.Attending and Participating Online.You may also attend the 2011 Annual Meeting via the Internet may vote and submit questions while attendingthe meeting on the

99、Internet.You will need the 12-digit control number included on your Notice or proxy card(ifyou received a printed copy of the proxy materials)to enter the meeting via the Internet.Instructions on how toattend and participate via the Internet,including how to demonstrate proof of stock ownership,are

100、posted archived copy of the webcast will be available through June 3,2011.Why did I receive a Notice in the mail regarding the Internet availability of proxy materials this yearinstead of a full set of proxy materials?We are pleased to take advantage of the U.S.Securities and Exchange Commission,or

101、SEC,rule that allowscompanies to furnish their proxy materials over the Internet.On or about April 8,2011,we sent stockholders whoown our common stock at the close of business on March 21,2011(other than those who previously requestedelectronic or paper delivery)a Notice of Internet Availability of

102、Proxy Materials,or the Notice,containinginstructions on how to access our proxy materials,including our proxy statement and our fiscal year 2011 annualreport.The Notice also instructs you on how to access your proxy card to vote over the Internet or1Proxyby telephone.In addition,the Notice contains

103、instructions on how to request a paper copy of our proxy materials,including this proxy statement,our fiscal year 2011 annual report and a form of proxy card or voting instructioncard.The Notice also provides instructions on how you can elect to receive future proxy materials electronicallyor in pri

104、nted form by mail.If you choose to receive future proxy materials electronically,you will receive anemail next year with instructions containing a link to the proxy materials and a link to the proxy voting site.Yourelection to receive proxy materials electronically or in printed form by mail will re

105、main in effect until youterminate such election.We believe that this process allows us to provide our stockholders with the informationthey need in a more timely manner,while reducing the environmental impact and lowering the costs of printingand distributing our proxy materials.Why did I receive a

106、full set of proxy materials in the mail instead of a Notice regarding the Internetavailability of proxy materials?We are providing stockholders who have previously requested to receive paper copies of the proxy materialswith paper copies of the proxy materials instead of a Notice.If you would like t

107、o reduce the environmentalimpact and the costs incurred by us in mailing proxy materials,you may elect to receive all future proxymaterials electronically via email or the Internet.If you make this election,you will receive an email message shortly after the proxy statement is releasedcontaining the

108、 Internet link to access our Notice,proxy statement and fiscal year 2011 annual report.The emailalso will include instructions for voting on the Internet.In order to receive these materials electronically,you must follow the applicable procedure below:Stockholders of Record.If you are a stockholder

109、of record,you can choose to receive our future proxymaterials electronically by following the instructions to vote on the Internet at and whenprompted,indicate that you agree to access stockholder communications electronically in future years.Street Name Holders.If your shares are held in street nam

110、e,you can choose to receive our future proxymaterials electronically by visiting choice to receive proxy materials electronically will remain in effect until you contact our InvestorRelations Department and tell us otherwise.You may visit the Investor Relations section of our website ,send an electr

111、onic mail message to or contact our InvestorRelations Department by mail at 2701 San Tomas Expressway,Santa Clara,California 95050.The SEC has enacted rules that permit us to make available to stockholders electronic versions of the proxymaterials even if the stockholder has not previously elected t

112、o receive the materials in this manner.We havechosen this option in connection with the 2011 Annual Meeting,and if you have not previously requested toreceive electronic or paper delivery,you should have received by mail,a Notice instructing you how to accessthe materials on the Internet and how to

113、vote your shares.Who can vote at the 2011 Annual Meeting?Stockholders of record at the close of business on March 21,2011,the record date,will be entitled to vote atthe 2011 Annual Meeting.On each matter to be voted upon,stockholders have one vote for each share ofNVIDIA common stock owned by such s

114、tockholder as of March 21,2011.On the record date,there were595,125,429 shares of common stock outstanding and entitled to vote.A list of stockholders entitled to vote atthe 2011 Annual Meeting will be available at our headquarters,2701 San Tomas Expressway,Santa Clara,California for 10 days prior t

115、o the 2011 Annual Meeting.If you would like to view the stockholder list,pleasecall our Stock Administration Department at(408)486-2000 to schedule an appointment.2What is the difference between a stockholder of record and a beneficial owner?Stockholder of Record.You are a stockholder of record if a

116、t the close of business on March 21,2011 yourshares were registered directly in your name with BNY Mellon Shareowner Services,our transfer agent.Beneficial Owner.You are a beneficial owner if your shares were held through a broker or other nomineeand not in your name at the close of business on Marc

117、h 21,2011.Being a beneficial owner means that,like mostof our stockholders,your shares are held in street name and your broker sends the Notice or the proxy materialsto you.As a beneficial owner,your broker or other nominee is the stockholder of record of your shares.You havethe right to direct your

118、 broker on how to vote the shares in your account.However,because you are not thestockholder of record,if you would like to vote your shares in person or online at the 2011 Annual Meeting youmust obtain a legally valid proxy from your broker prior to the 2011 Annual Meeting.Because of a change inNew

119、 York Stock Exchange,or NYSE,rules,your broker will not be able to vote your shares on the election ofdirectors,nor on the advisory vote on executive compensation or on the frequency of holding advisory votes onexecutive compensation,unless they receive specific instructions from you.Therefore,you M

120、UST give yourbroker instructions in order for your vote to be counted on the proposals to elect directors,to conduct anadvisory vote on executive compensation and to conduct an advisory vote on the frequency of holdingadvisory votes on executive compensation.We strongly encourage you to vote.What am

121、 I voting on?There are five matters scheduled for a vote:1.To elect two directors nominated by the Board to hold office until our 2014 Annual Meeting ofStockholders;2.To amend our Certificate of Incorporation to declassify the Board such that all directors are elected onan annual basis by 2014;3.To

122、hold an advisory vote on executive compensation;4.To hold an advisory vote on the frequency of holding an advisory vote on executive compensation;and5.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accountingfirm for our fiscal year ending January 29,2012.

123、In addition,you are entitled to vote on any other matters that are properly brought before the 2011 AnnualMeeting.How does the Board recommend that I vote?The Board recommends that you vote:FOR the election of the two directors nominated by the Board to hold office until our 2014 AnnualMeeting of St

124、ockholders;FOR the amendment to our Certificate of Incorporation to declassify the Board such that all directorsare elected on an annual basis by 2014;FOR the approval,on an advisory basis,of the compensation of our named executive officers;FOR the approval,on an advisory basis,of 1 YEAR as the pref

125、erred frequency at which NVIDIA shouldhold an advisory vote on executive compensation;andFOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registeredpublic accounting firm for our fiscal year ending January 29,2012.3ProxyHow do I vote?You may either vote FOR an

126、y nominee to the Board,you may WITHHOLD your vote for any nominee oryou may ABSTAIN from voting for any nominee.For the proposal to approve,on an advisory basis,thefrequency of the advisory vote on executive compensation,you may vote for 1 YEAR,2 YEARS,or 3 YEARSas the preferred frequency or you may

127、 ABSTAIN from voting for a preferred frequency.For each other matter tobe voted on,you may vote FOR or AGAINST or ABSTAIN from voting.Stockholder of Record.If you are a stockholder of record,there are four ways for you to vote your shares.In Person.You may vote in person by coming to the 2011 Annual

128、 Meeting.Even if you plan to attend the2011 Annual Meeting,we urge you to vote by proxy prior to the 2011 Annual Meeting to ensure your vote iscounted.By Proxy.If you received printed proxy materials,you may submit your proxy by mail by signing yourproxy card.If you provide specific voting instructi

129、ons,your shares will be voted as you have instructed.By Telephone or Internet.You may submit your proxy by following the instructions provided in theNotice to vote over the Internet.If you received a printed version of the proxy materials by mail,you may submityour proxy by following the instruction

130、s provided with your proxy materials and on your proxy card to vote overthe Internet or by telephone.Beneficial Owner.If you are a beneficial owner,you should have received a Notice or voting instructionsfrom your broker.You should follow the instructions in the Notice or voting instructions in orde

131、r to instruct yourbroker on how to vote your shares.The broker holding your shares may allow you to deliver your votinginstructions by telephone or over the Internet.If your Notice or voting instructions do not include telephone orInternet instructions,please complete and return your Notice or votin

132、g instructions promptly by mail.To vote inperson or online at the 2011 Annual Meeting,you must obtain a valid proxy from your broker.What is a broker non-vote?Broker non-votes occur when a beneficial owner of shares held in“street name”does not give instructionsto the broker or nominee holding the s

133、hares as to how to vote on matters deemed“non-routine.”Generally,ifshares are held in street name,the beneficial owner of the shares is entitled to give voting instructions to thebroker or nominee holding the shares.If the beneficial owner does not provide voting instructions,the broker ornominee ca

134、n still vote the shares with respect to matters that are considered to be“routine,”but not with respectto“non-routine”matters.Under the rules and interpretations of the NYSE,“non-routine”matters are matters thatmay substantially affect the rights or privileges of stockholders,such as mergers,stockho

135、lder proposals,electionof directors(even if not contested)and,for the first time,under a new amendment to the NYSE rules,executivecompensation,including the advisory votes on executive compensation and on the frequency of holding advisoryvotes on executive compensation.How are votes counted?Votes wi

136、ll be counted by the inspector of election appointed for the 2011 Annual Meeting,who willseparately count,with regard to Proposal 1,the election of two members to our Board named in this proxystatement,FOR votes,WITHHOLD votes,ABSTAIN votes and broker non-votes;with regard to Proposal 4,the advisory

137、 vote on the frequency of holding advisory votes on executive compensation,votes for 1 YEAR,2YEARS and 3 YEARS as the preferred frequency,ABSTAIN votes and broker non-votes;and with respect tothe other proposals,FOR votes,AGAINST votes,ABSTAIN votes and broker non-votes.With regard to Proposal 1,the

138、 election of directors,shares not present at the meeting,shares votingABSTAIN and broker non-votes will have no effect.With regard to Proposal 2,the amendment of the Certificate4of Incorporation to declassify the Board,shares not present at the meeting,shares voting ABSTAIN and brokernon-votes will

139、have the same effect as an AGAINST vote.With regard to the other proposals,shares votingABSTAIN will have the same effect as an AGAINST vote,and shares not present at the meeting and brokernon-votes will have no effect.If you are a stockholder of record and you returned a signed and dated proxy card

140、 without marking anyvoting selections,your shares will be voted FOR each of the nominees listed in Proposal 1,FOR Proposals 2,3and 5 and for 1 YEAR as the preferred frequency(Proposal 4).If any other matter is properly presented at the2011 Annual Meeting,either Jen-Hsun Huang or David M.Shannon as y

141、our proxy will vote your shares usinghis best judgment.May I change my vote after submitting my proxy?Yes.If you are a stockholder of record,you may revoke your proxy at any time before the final vote at the2011 Annual Meeting in any one of the following four ways:you may submit another properly com

142、pleted proxy card with a later date;you may send a written notice that you are revoking your proxy to NVIDIA Corporation,2701 SanTomas Expressway,Santa Clara,California 95050,Attention:General Counsel/Secretary;you may attend the 2011 Annual Meeting and vote in person;oryou may submit another proxy

143、by telephone or Internet after you have already provided an earlier proxy.What is the quorum requirement?We need a quorum of stockholders to hold our 2011 Annual Meeting.A quorum exists when at least amajority of the outstanding shares entitled to vote at the close of business on March 21,2011 are r

144、epresented atthe 2011 Annual Meeting either in person or by proxy.On the record date,there were 595,125,429 shares ofcommon stock outstanding and entitled to vote,meaning that 297,562,715 shares must be represented in personor by proxy to have a quorum.Your shares will be counted towards the quorum

145、only if you submit a valid proxy or vote at the 2011Annual Meeting.Abstentions and broker non-votes will be counted towards the quorum requirement.If there isnot a quorum,a majority of the votes present at the 2011 Annual Meeting may adjourn the 2011 Annual Meetingto another date.How many votes are

146、needed to elect directors(Proposal 1)?We have adopted Bylaw provisions providing for a majority vote standard in non-contested elections.As thenumber of nominees properly nominated for the 2011 Annual Meeting is the same as the number of directors tobe elected,the 2011 Annual Meeting is a non-contes

147、ted election.Pursuant to our Bylaws,if the number ofWITHHOLD votes with respect to a nominee exceeds the number of votes FOR,then the nominee is requiredto submit his resignation for consideration by our Board and our Nominating and Corporate GovernanceCommittee.How many votes are needed to amend ou

148、r Certificate of Incorporation to declassify the Board(Proposal 2)?The affirmative vote of the holders of at least 6623%of our outstanding shares of common stock is requiredfor the amendment of our Certificate of Incorporation to declassify the Board.If you ABSTAIN from voting,it willhave the same e

149、ffect as an AGAINST vote.If you do not vote,it will have the same effect as an AGAINST vote.5ProxyHow many votes are needed to approve,on an advisory basis,the compensation of our named executiveofficers(Proposal 3)?The affirmative vote of a majority of shares present in person or represented by pro

150、xy and entitled to vote isrequired for the advisory approval of the compensation of our named executive officers.If you ABSTAIN fromvoting,it will have the same effect as an AGAINST vote.If you do not vote,it will have no effect.How many votes are needed to approve,on an advisory basis,the frequency

151、 of holding an advisory vote onthe compensation of our named executive officers(Proposal 4)?The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote isrequired for the advisory approval of the frequency of holding an advisory vote on the compensatio

152、n of ournamed executive officers.If you ABSTAIN from voting,it will have the same effect as an AGAINST vote.Ifyou do not vote,it will have no effect.How many votes are needed to ratify PricewaterhouseCoopers LLP as our independent registered publicaccounting firm(Proposal 5)?The affirmative vote of

153、a majority of shares present in person or represented by proxy and entitled to vote isrequired for the ratification of PricewaterhouseCoopers LLP as our independent registered public accountingfirm.If you ABSTAIN from voting,it will have the same effect as an AGAINST vote.If you do not vote,it willh

154、ave no effect.How can I find out the results of the voting at the 2011 Annual Meeting?Preliminary voting results will be announced at the 2011 Annual Meeting.Final voting results will bepublished in a current report on Form 8-K,which will be filed with the SEC by May 24,2011.Who is paying for this p

155、roxy solicitation?We will pay the entire cost of soliciting proxies.Our directors and employees may also solicit proxies inperson,by telephone,by mail,by Internet or by other means of communication.Directors and employees will notbe paid any additional compensation for soliciting proxies.We have als

156、o retained MacKenzie Partners on anadvisory basis and they may help us solicit proxies from brokers,bank nominees and other institutional owners.We expect to pay MacKenzie Partners a fee of$10,000 for their services.We may also reimburse brokeragefirms,banks and other agents for the cost of forwardi

157、ng proxy materials to beneficial owners.What does it mean if I receive more than one Notice or full set of proxy materials in the mail?If you received more than one Notice or full set of proxy materials then your shares are either registered inmore than one name or are held in different accounts.Ple

158、ase complete,sign and return each Notice or proxy cardto ensure that all of your shares are voted.If you would like to modify your instructions so that you receive oneNotice or proxy card for each account or name,please contact your broker.What does it mean if multiple members of my household are st

159、ockholders but we only received one Noticeor full set of proxy materials in the mail?The SEC has adopted rules that permit companies and intermediaries,such as brokers,to satisfy the deliveryrequirements for Notices and proxy materials with respect to two or more stockholders sharing the same addres

160、sby delivering a single Notice or set of proxy materials addressed to those stockholders.In accordance with a priornotice sent to certain brokers,banks,dealers or other agents,we are sending only one Notice or full set of proxymaterials to those addresses with multiple stockholders unless we receive

161、d contrary instructions from anystockholder at that address.This practice,known as“householding,”allows us to satisfy the requirements fordelivering Notices or proxy materials with respect to two or more stockholders sharing the same address bydelivering a single copy of these documents.Householding

162、 helps to reduce our printing and postage costs,reduces the amount of mail you receive and helps to preserve the environment.6If you currently receive multiple copies of the Notice or proxy materials at your address and would like torequest“householding”of your communications,please contact your bro

163、ker.Once you have elected“householding”of your communications,“householding”will continue until you are notified otherwise or untilyou revoke your consent.If any stockholder residing at such an address wishes to receive a separate set ofdocuments,they may telephone our Stock Administration Departmen

164、t at(408)486-2000 or write to our StockAdministration Department at 2701 San Tomas Expressway,Santa Clara,California 95050.When are stockholder proposals due for next years annual meeting?To be considered for inclusion in next years proxy materials,your proposal must be submitted in writing byDecemb

165、er 10,2011 to NVIDIA Corporation,2701 San Tomas Expressway,Santa Clara,California 95050,Attention:General Counsel/Secretary and must comply with all applicable requirements of Rule 14a-8promulgated under the Securities Exchange Act of 1934,as amended.However,in the event that we do not holdour 2012

166、Annual Meeting between April 18,2012 and June 17,2012,then the deadline for your proposal is areasonable time before we begin to print and send our proxy materials.If you wish to submit a proposal that isnot to be included in next years proxy materials,but that may be considered at the 2012 Annual M

167、eeting,youmust do so in writing following the above instructions not later than the close of business on December 10,2011,and not earlier than the close of business on November 10,2011.We also advise you to review our Bylaws,which contain additional requirements about advance notice of stockholder p

168、roposals and director nominations,including the different notice submission date requirements in the event that we do not hold our 2012 AnnualMeeting between April 18,2012 and June 17,2012.Can I view these proxy materials on the NVIDIA website?Yes.This proxy statement is posted on our Investor Relat

169、ions website at .You also can usethis website to view our other filings with the SEC,including our Annual Report on Form 10-K for the fiscal yearended January 30,2011.The contents of our website are not a part of this proxy statement.7ProxyPROPOSAL 1ELECTION OF DIRECTORSOur Board is currently divide

170、d into three classes serving staggered three year terms.At the 2011 AnnualMeeting,our stockholders will elect two directors to serve until our 2014 annual meeting of stockholders.Messrs.Jones and Miller are currently directors and were previously elected by our stockholders.OurNominating and Corpora

171、te Governance Committee reviewed the qualifications of each of the nominees forelection and unanimously recommended that each nominee be submitted for election to the Board.Our Boardapproved the recommendation at its meeting held on February 24,2011.If elected at the 2011 Annual Meeting,each of the

172、nominees will serve until the 2014 annual meeting of stockholders and until his successor is electedor appointed.The Board expects the nominees will be available for election.If a nominee declines or is unable to act as adirector,your proxy may be voted for any substitute nominee proposed by the Boa

173、rd or the size of the Board maybe reduced.In accordance with our Bylaws,directors are elected if they receive more FOR votes thanWITHHOLD votes.The Nominating and Corporate Governance Committee is responsible for reviewing,assessing andrecommending members to the Board for approval.The Nominating an

174、d Corporate Governance Committee hasnot established specific minimum age,education,experience or skill requirements for potential members.Ingeneral,the Nominating and Corporate Governance Committee considers numerous factors,such as thenominees:independence;gender;ethnic background;personal and prof

175、essional judgment and integrity;high-level management experience necessary to oversee our business;professional and industry knowledge;collegiality;financial expertise;desirability as a member of any committees of the Board;willingness and abilityto devote substantial time and effort to Board respon

176、sibilities;experience and the interplay with the experience ofother Board members;and ability to represent the interests of the stockholders as a whole rather than specialinterest groups or constituencies.In the case of an incumbent director whose term of office is set to expire,theNominating and Co

177、rporate Governance Committee also reviews this directors overall service to NVIDIA duringtheir term,including the number of meetings attended,level of participation and quality of performance.TheNominating and Corporate Governance Committee values diversity as a factor in selecting nominees to serve

178、 onthe Board and considers the criteria noted above in selecting nominees for directors,including members fromdiverse backgrounds who combine a broad spectrum of experience and expertise.The priorities and emphasis of the Nominating and Corporate Governance Committee and of the Board withregard to t

179、he above factors change from time to time to take into account changes in our business and othertrends,as well as the portfolio of skills and experience of current and prospective Board members.TheNominating and Corporate Governance Committee and the Board periodically review and assess the continue

180、drelevance of and emphasis on these factors to determine if they are effective in helping to satisfy the Boards goalof creating and sustaining a Board that can appropriately support and oversee our business.Listed below are key skills and experience that the Nominating and Corporate Governance Commi

181、ttee andBoard consider important for our directors to have in light of our current business and structure.The directorsbiographies note each directors relevant experience,qualifications and skills relative to this list as of the date ofthis proxy statement.Senior Management and Operating Experience.

182、Directors who have served in senior leadershippositions are important to us,as they bring insight to constructively review and assess our operating planand business strategy.Industry and Technical Expertise.Because we are a technology,hardware and software provider,education or experience in relevan

183、t technology is useful in understanding our research and developmentefforts,competing technologies,the various products and processes that we develop and the markets inwhich we compete.8Financial Expertise.Knowledge of accounting and financial reporting processes is important becauseit assists our d

184、irectors in understanding,advising and overseeing our financial reporting and internalcontrols.Public Company Board Experience.Directors who have served on boards of directors of other publiccompanies have corporate governance experience,a deep understanding of the role and responsibilitiesof the Bo

185、ard and insight into matters being handled by our Board.Legal Expertise.Directors who have legal education and experience can assist the Board in fulfillingits responsibilities related to the oversight of our legal and regulatory compliance.Understanding of Our People and Products.Directors who have

186、 an understanding of our people andproducts are important to us.Nominees for Election for a Three-Year Term Expiring at Our 2014 Annual MeetingHarvey C.Jones is the chairman of the board of directors of Tensilica Inc.,a privately-held company heco-founded in 1997.Tensilica designs and licenses appli

187、cation-specific microprocessors for use in high-volumeembedded systems.Mr.Jones also serves as a private venture capitalist to technology companies.FromDecember 1987 through February 1998,Mr.Jones held various positions at Synopsys,Inc.,an electronic designautomation software company,where he served

188、 as chief executive officer through January 1994 and as executivechairman of the board of directors until February 1998.Prior to Synopsys,Mr.Jones served as president andchief executive officer of Daisy Systems Corporation,a computer-aided engineering company that he co-foundedin 1981.Mr.Jones serve

189、d on the board of directors of Wind River Systems,Inc.,an embedded software andservices provider,from 2004 to 2009.Mr.Jones holds a B.S.degree in Mathematics and Computer Sciencesfrom Georgetown University and an M.S.degree in Management from the Massachusetts Institute ofTechnology.Through his expe

190、riences as chairman and chief executive officer of a large global technology company andas co-founder of two technology companies,Mr.Jones brings to the Board an in-depth knowledge of thetechnology industry,significant operating experience,expertise in corporate strategy development,financialexperti

191、se,business acumen and insight into current and emerging business trends.Mr.Jones also has a deepunderstanding of our people,products,operations and strategic direction,which he acquired over 18 years ofservice as a member of our Board.The Board believes that these skills and this experience and tra

192、ck recordposition him to serve NVIDIA well.William J.Miller has served as an independent board member for several companies and has been anoccasional consultant to technology companies since October 1999.From April 1996 through October 1999,Mr.Miller was chief executive officer and chairman of the b

193、oard of directors of Avid Technology,Inc.,aprovider of digital tools for multimedia.Mr.Miller also served as president of Avid Technology from September1996 through October 1999.From March 1992 to October 1995,Mr.Miller served as chief executive officer ofQuantum Corporation,a mass storage company.H

194、e was a member of the board of directors of Quantum,andChairman thereof,from May 1992 and September 1993,respectively,to August 1995.From 1981 to March1992,he served in various positions at Control Data Corporation,a supplier of computer hardware,software andservices,most recently as executive vice

195、president and president,information services.Mr.Miller serves on theboard of directors of Waters Corporation,a scientific instrument manufacturing company,Digimarc Corporation,a developer and supplier of secure identification products and digital watermarking technology,and Glu Mobile,Inc.,a publish

196、er of mobile games.Mr.Miller served on the board of directors of Overland Storage,Inc.from2006 to 2009 and Viewsonic Corporation from 2004 to 2008.Mr.Miller holds B.A.and J.D.degrees from theUniversity of Minnesota.Through his experiences as chief executive officer of two publicly-traded technology

197、companies and as abusiness consultant to technology companies,Mr.Miller brings to the Board an in-depth knowledge of the9Proxytechnology industry,significant operating experience,expertise in corporate strategy development,financialexpertise,business acumen and insight into current and emerging busi

198、ness trends.Additionally,Mr.Millersservice on boards of directors of other public companies and his varied experience in legal affairs provides himwith considerable corporate governance experience,an understanding of the role and responsibilities of a publiccompany board of directors and insight int

199、o matters being handled by our Board.Mr.Miller also has a deepunderstanding of our people,products,operations and strategic direction,which he acquired over 17 years ofservice as a member of our Board.The Board believes that these skills and this experience and track recordposition him to serve NVID

200、IA well.THEBOARDRECOMMENDS AVOTE INFAVOR OF THEELECTIONTO THEBOARD OFEACHNAMEDNOMINEE.10PROPOSAL 2AMENDMENT TO NVIDIAS AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONTO ELIMINATE CLASSIFIED BOARD STRUCTUREAfter careful consideration and upon the recommendation of the Nominating and Corporate Gover

201、nanceCommittee,the Board has unanimously determined that it would be in the best interests of NVIDIA and ourstockholders to amend our Amended and Restated Certificate of Incorporation to declassify the Board andprovide for the annual election of all directors,as described below.The Board is now aski

202、ng NVIDIAsstockholders to approve this amendment to the Amended and Restated Certificate of Incorporation.NVIDIAs Current Classified Board StructureOur Amended and Restated Certificate of Incorporation and Bylaws provide that our Board be divided intothree classes,each class consisting,as nearly as

203、possible,of one-third of the total number of directors,with eachclass having a three-year term.Consequently,at any given annual meeting of stockholders,our stockholders havethe ability to elect only one class of directors,constituting roughly one-third of the entire Board.Proposed Declassification o

204、f the BoardIn February 2011,the Board voted to approve,and to recommend that our stockholders approve at the 2011Annual Meeting,an amendment to our Amended and Restated Certificate of Incorporation that upon filing withthe Secretary of State of the State of Delaware will eliminate the Boards classif

205、ied structure.If our stockholdersapprove the proposed amendment,directors who have been elected to three-year terms prior to the filing of theamendment(including directors elected at the 2011 Annual Meeting)will complete those terms.Thereafter,theirsuccessors will be elected to one-year terms and fr

206、om and after the annual meeting of stockholders to be held in2014,all directors will stand for election annually.Rationale for DeclassificationThe Board is committed to good corporate governance.Accordingly,in determining whether to propose thedeclassification of the Board as described above,the Boa

207、rd carefully reviewed the various arguments for andagainst a classified Board structure.The Board recognizes that a classified structure may offer several advantages,such as promoting Boardcontinuity and stability,encouraging directors to take a long-term perspective and reducing a companysvulnerabi

208、lity to coercive takeover tactics.The Board also recognizes,however,that a classified structure mayappear to reduce directorsaccountability to stockholders,since such a structure does not enable stockholders toexpress a view on each directors performance by means of an annual vote.The Board also bel

209、ieves thatimplementing annual elections for all directors would support our ongoing effort to adopt“best practices”incorporate governance as the Board noted that many U.S.public companies have eliminated their classified Boardstructures in recent years.In view of the considerations described above,t

210、he Board of Directors,upon the recommendation of theNominating and Corporate Governance Committee,unanimously determined that it is in the best interests ofNVIDIA and our stockholders to eliminate the classified Board structure as proposed.Therefore,the Board hasunanimously approved the proposed ame

211、ndment to our Amended and Restated Certificate of Incorporation,acopy of which is attached to this Proxy Statement as Appendix A.Our Board has also approved an amendmentto our Bylaws to eliminate the Boards classified structure to be effective upon the filing of the certificate ofamendment with the

212、Secretary of State of the State of Delaware.Required VoteUnder the Amended and Restated Certificate of Incorporation,this proposal must be approved by theaffirmative vote of the holders of at least 6623%of the voting power of all the outstanding shares of NVIDIA11Proxyentitled to vote at an election

213、 of directors.Accordingly,this proposal will be approved,and the proposedamendment to the Amended and Restated Certificate of Incorporation adopted,upon the affirmative vote of theholders of at least 6623%of our outstanding shares of common stock.Abstentions and broker non-votes willhave the effect

214、of an AGAINST vote on this proposal.THEBOARDRECOMMENDS AVOTEFORPROPOSAL2.12INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCEThe following is information for each of the members of our Board as of the date of this proxy statement:NamePosition with NVIDIAAgeDirector SinceExpirationof T

215、ermHarvey C.Jones.Director58November 19932011William J.Miller.Lead Director65November 19942011Tench Coxe.Director53June 19932012Mark L.Perry.Director55May 20052012Mark A.Stevens.Director51September 2008*2012James C.Gaither.Director73December 19982013Jen-Hsun Huang.Chief Executive Officer,President a

216、nd Director48April 19932013A.Brooke Seawell.Director63December 19972013*Mr.Stevens previously served as a member of our Board from June 1993 until June 2006.The brief biographies below include information,as of the date of this proxy statement,regarding thespecific and particular experience,qualific

217、ations,attributes or skills of each director that led the Nominating andCorporate Governance Committee to believe that that director should continue to serve on the Board.However,each of the members of the Nominating and Corporate Governance Committee may have a variety of reasonswhy he believes a p

218、articular person would be an appropriate nominee for the Board,and these views may differfrom the views of other members.Directors Continuing in Office until our 2012 Annual MeetingTench Coxe is a managing director of the general partner of Sutter Hill Ventures,a venture capitalinvestment firm.Prior

219、 to joining Sutter Hill Ventures in 1987,Mr.Coxe was director of marketing and MIS atDigital Communications Associates.Mr.Coxe also serves on the board of directors of eLoyalty Corporation,acustomer loyalty software firm,and several privately-held companies.Mr.Coxe holds a B.A.degree inEconomics fro

220、m Dartmouth College and an M.B.A.degree from Harvard Business School.Mr.Coxe has 23 years of experience as an early-stage venture capital investor,principally in the technologyindustry.He has been a primary investor in and served on the board of directors of several companies.Thisexperience has prov

221、ided Mr.Coxe with a deep understanding of the technology industry and the drivers ofstructural change and high-growth opportunities in technology.He has also gained significant financial expertiseand experience formulating corporate strategy.Mr.Coxes service on boards of directors of other publiccom

222、panies provides him with considerable experience about the best practices of effective boards.Mr.Coxe alsohas a deep understanding of our people and products,which he acquired over 18 years of service as a member ofour Board.The Board believes that these skills and this experience and track record p

223、osition him to serveNVIDIA well.Mark L.Perry currently serves as the president and chief executive officer and a member of the board ofdirectors of Aerovance Inc.,a biopharmaceutical company.Prior to joining Aerovance in February 2007,Mr.Perry served as the senior business advisor for Gilead Science

224、s,Inc.,a biopharmaceutical company.Mr.Perry was an executive officer of Gilead from July 1994 to April 2004,serving in a variety of capacities,including general counsel,chief financial officer and,most recently,executive vice president of operations,responsible for worldwide sales and marketing,lega

225、l,manufacturing and facilities.From September 1981 to June1994,Mr.Perry was with the law firm of Cooley LLP in San Francisco and Palo Alto,California,serving as apartner of the firm from 1987 until 1994.From 2003 to 2009,Mr.Perry served as a member of the board ofdirectors of Nuvelo,Inc.Mr.Perry hol

226、ds a B.A.degree in History from the University of California,Berkeleyand a J.D.degree from the University of California,Davis.13ProxyThrough his experience as chief financial officer of a large biotechnology company,Mr.Perry brings to theBoard substantial financial expertise that includes extensive

227、knowledge of the complex financial and operationalissues facing large companies,and a deep understanding of accounting principles and financial reporting rulesand regulations.Mr.Perry has also gained significant operating experience,expertise in corporate strategydevelopment and business acumen from

228、 serving as the chief executive officer and executive vice president ofoperations at different companies.As a result of his experience as a partner in a large law firm and as generalcounsel of a large biopharmaceutical company,Mr.Perry brings to the Board varied experience in legal affairsand corpor

229、ate governance experience as well as a deep understanding of the role and responsibilities of a boardof directors.In addition,Mr.Perrys service on boards of directors of other public companies has provided himwith considerable experience about the best practices of effective boards.The Board believe

230、s that these skills andthis experience and track record position him to serve NVIDIA well.Mark A.Stevens is a private venture capitalist to technology companies.From March 1993 to March 2011,Mr.Stevens was a managing member of Sequoia Capital,a venture capital investment firm.Prior to that time,begi

231、nning in July 1989,he was an associate at Sequoia Capital.Prior to joining Sequoia,he held technical salesand marketing positions at Intel Corporation,a technology company,and was a member of the technical staff atHughes Aircraft Company,an aerospace company.Mr.Stevens currently serves on the board

232、of Alpha andOmega Semiconductor Limited and the board of a privately-held company.He also serves as a Trustee of theUniversity of Southern California and is a part-time lecturer at the Stanford University Graduate School ofBusiness.Mr.Stevens holds a B.S.E.E.degree,a B.A.degree in Economics and an M

233、.S.degree in ComputerEngineering from the University of Southern California and an M.B.A.degree from Harvard Business School.Mr.Stevens has 22 years of experience as an early-stage venture capital investor,principally in thetechnology industry.He has been a primary investor in and has served on the

234、board of directors of severalcompanies.This experience has provided a deep understanding of the technology industry,and the drivers ofstructural change and high-growth opportunities in technology.He has also gained significant experienceoverseeing corporate strategy and assessing operating plans.Mr.

235、Stevens also has a deep understanding of ourpeople,products,operations and strategic direction,which he acquired by serving on our Board from 1993-2006and from 2008 to the date of the filing of this proxy statement.The Board believes that these skills and thisexperience and track record position him

236、 to serve NVIDIA well.Directors Continuing in Office until our 2013 Annual MeetingJames C.Gaither has been a managing director of Sutter Hill Ventures,a venture capital investment firm,since July 2000.He is a retired partner of the law firm of Cooley LLP and was a partner of the firm from 1971until

237、July 2000 and senior counsel to the firm from July 2000 to 2003.Prior to beginning his law practice withthe firm in 1969,Mr.Gaither served as a law clerk to The Honorable Earl Warren,Chief Justice of the UnitedStates Supreme Court,special assistant to the Assistant Attorney General in the United Sta

238、tes Department ofJustice and staff assistant to the President of the United States,Lyndon Johnson.Mr.Gaither is a formerpresident of the Board of Trustees at Stanford University,former vice chairman of the board of directors of TheWilliam and Flora Hewlett Foundation and immediate past chairman of t

239、he Board of Trustees of The CarnegieEndowment for International Peace.Mr.Gaither holds a B.A.in Economics from Princeton University and a J.D.degree from Stanford University Law School.Mr.Gaithers broad experience ranges from venture capital investments in early-stage technologycompanies to extensiv

240、e and varied experience in legal affairs.Through his role as a venture capitalist,Mr.Gaither brings to the Board business acumen and expertise in corporate strategy development.As a result ofhis experience as a partner in a large law firm,Mr.Gaither brings to the Board varied experience in legal aff

241、airsand corporate governance experience as well as an understanding of the role and responsibilities of a board ofdirectors.Mr.Gaither also has a deep understanding of our people,products,operations and strategic directionwhich he acquired over 13 years of service as a member of our Board.The Board

242、believes that these skills andthis experience and track record position him to serve NVIDIA well.14Jen-Hsun Huang co-founded NVIDIA in April 1993 and has served since that time as our president andchief executive officer.From 1985 to 1993,Mr.Huang was employed at LSI Logic Corporation,a computer chi

243、pmanufacturer,where he held a variety of positions,most recently as director of coreware,the business unitresponsible for LSIs“system-on-a-chip”strategy.From 1984 to 1985,Mr.Huang was a microprocessordesigner for Advanced Micro Devices,Inc.,a semiconductor company.Mr.Huang holds a B.S.E.E.degree fro

244、mOregon State University and an M.S.E.E.degree from Stanford University.Mr.Huang is one of the semiconductor industrys most respected executives,having led NVIDIA from astart-up to the worlds leader in visual and parallel computing.Under his guidance,we have shown consistentinnovation and sharp exec

245、ution,marked by products that have gained strong market share,even as manycompetitors have left the marketplace.Mr.Huang has a deep understanding of our products,people,operationsand strategic direction which he acquired over the 18 year period since co-founding NVIDIA in 1993.The Boardbelieves that

246、 these leadership skills and this successful track record position him to serve NVIDIA well.A.Brooke Seawell has been a venture partner with New Enterprise Associates,a venture capital investmentfirm,since January 2005.From February 2000 to December 2004,Mr.Seawell was a partner with TechnologyCross

247、over Ventures,a venture capital investment firm.From 1997 to 1998,Mr.Seawell was executive vicepresident of NetDynamics,Inc.,an application server software company,which was acquired by SunMicrosystems,Inc.From 1991 to 1997,Mr.Seawell was senior vice president and chief financial officer ofSynopsys,

248、Inc.,an electronic design automation software company.Mr.Seawell serves on the board of directorsof Informatica Corporation,a data integration software company,Glu Mobile,Inc.,a publisher of mobile games,and several privately-held companies.Mr.Seawell also serves on the Management Board of the Stanf

249、ordGraduate School of Business.Mr.Seawell holds a B.A.degree in Economics and an M.B.A.degree in Financefrom Stanford University.Mr.Seawell brings to the Board substantial financial expertise that includes extensive knowledge of thecomplex financial and operational issues facing large companies,and

250、a deep understanding of accountingprinciples and financial reporting rules and regulations.He acquired this knowledge in the course of serving asthe chief financial officer of a global technology company,working as a venture capitalist and serving as thechairman of the audit committees of boards of

251、directors of two other public companies.Mr.Seawell also has adeep understanding of our people,products,operations and strategic direction,which he acquired over 14 yearsof service as a member of our Board.The Board believes that these skills and this experience and track recordposition him to serve

252、NVIDIA well.Independence of the Members of the Board of DirectorsOur corporate governance policies,as supplemented to date,or the Corporate Governance Policies,requireour Board to affirmatively determine that at least 75%of our directors do not have a relationship that wouldinterfere with their exer

253、cise of independent judgment in carrying out their responsibilities and meet any otherqualification requirements required by the SEC and The NASDAQ Stock Market LLC,or NASDAQ.This 75%threshold is higher than the majority threshold required by NASDAQs rules and regulations.In addition,to bedeemed“ind

254、ependent”in any calendar year,directors of NVIDIA must comply with NASDAQ Rules regardingthe independence of directors with the following heightened standards:(i)with respect to NASDAQ Rule5605(a)(2)(B),the dollar threshold is lowered from$120,000 to$100,000;and(ii)with respect to NASDAQRule 5605(a)

255、(2)(D),the percentage and dollar threshold is reduced to either 2%of the recipientsconsolidatedgross revenues for that year,or$60,000,whichever is greater.After considering all relevant relationships and transactions,the Board determined all members of the Boardare“independent”as defined by NASDAQs

256、rules and regulations,except for Jen-Hsun Huang,our president andchief executive officer.Thus,as of the date of the mailing of this proxy statement,87.5%of the members of ourBoard are independent.The Board also determined that all members of our Audit,Compensation and Nominatingand Corporate Governa

257、nce Committees are independent under applicable NASDAQ listing standards.15ProxyBoard Leadership StructureOur Bylaws and Corporate Governance Policies permit the roles of chairman of the board and chiefexecutive officer to be filled by the same or different individuals.This allows the Board flexibil

258、ity to determinewhether the two roles should be combined or separated based upon our needs and the Boards assessment of itsleadership from time to time.The Board believes that our stockholders are best served at this time by not havinga chairman of the board and by having a lead independent director

259、,or Lead Director.In the absence of a chairman of the board,our Corporate Governance Policies provide that our chiefexecutive officer has primary responsibility for preparing the agendas for Board meetings.Our chief executiveofficer also presides over the portion of the meetings of the Board where h

260、e is present.Given that we do not have a chairman of the board,the Board believes that a Lead Director is an integralpart of our Board structure and a critical aspect of effective corporate governance.The independent directorsconsider the role and designation of the Lead Director on an annual basis.

261、Mr.Miller has been our Lead Directorsince May 2009.Mr.Miller brings considerable skills and experience,as described in Proposal 1Election ofDirectors,to the role.In addition,Mr.Miller is Chair of our Nominating and Corporate Governance Committee,which affords him increased engagement with Board gove

262、rnance and composition.Our Lead Director hassignificant responsibilities,which are set forth in our Corporate Governance Policies,and include,in part:determining an appropriate schedule of Board meetings,seeking to ensure that the independentmembers of the Board can perform their duties responsibly

263、while not interfering with the flow of ouroperations;working independently or with our chief executive officer,seeking input from all directors,as well asthe chief executive officer and other relevant management,as to the preparation of the agendas forBoard and committee meetings;advising the Board

264、on a regular basis as to the quality,quantity and timeliness of the flow of informationrequested by the Board from our management with the goal of providing what is necessary for theindependent members of the Board to effectively and responsibly perform their duties,and,although ourmanagement is res

265、ponsible for the preparation of materials for the Board,the Lead Director mayspecifically request the inclusion of certain material;andcoordinating,developing the agenda for,and moderating executive sessions of the independentmembers of the Board,and acting as principal liaison between the independe

266、nt members of the Boardand the chief executive officer on sensitive issues.As discussed above,a substantial portion of our Board is comprised of independent directors.The activeinvolvement of the independent directors,combined with the qualifications and significant responsibilities of ourLead Direc

267、tor,provide balance on the Board and promote strong,independent oversight of our management andaffairs.Role of the Board in Risk OversightOne of the Boards key functions is informed oversight of our risk management process.The Board does nothave a standing risk management committee,but rather admini

268、sters this oversight function directly through theBoard as a whole,as well as through various Board standing committees that address risks inherent in theirrespective areas of oversight.In particular,our Board is responsible for monitoring and assessing strategic riskexposure and our Audit Committee

269、 has the responsibility to consider and discuss our major financial riskexposures and the steps our management has taken to monitor and control these exposures.The Audit Committeealso monitors compliance with legal and regulatory requirements and oversees the performance of our internalaudit functio

270、n.Our Nominating and Corporate Governance Committee monitors the effectiveness of ouranonymous tip process and corporate governance guidelines,including whether they are successful in preventingillegal or improper liability-creating conduct.Our Compensation Committee assesses and monitors whether an

271、yof our compensation policies and programs has the potential to encourage excessive risk-taking.16The full Board(or the appropriate committee in the case of risks that are under the purview of a particularcommittee)receives reports on risk facing NVIDIA from our chief executive officer or the approp

272、riate“riskowner”within NVIDIA to enable it to understand our risk identification,risk management and risk mitigationstrategies.When a committee receives the report,the chairman of the relevant committee reports on thediscussion to the full Board during the committee reports portion of the next Board

273、 meeting.However,it is theresponsibility of the committee chairs to report findings regarding material risk exposures to the Board as quicklyas possible.Audit Committee Financial ExpertsThe Board has determined that each of Messrs.Seawell and Perry satisfy the criteria adopted by the SEC toserve as

274、an“audit committee financial expert”within the meaning of the SEC rules.Corporate Governance Policies of the Board of DirectorsThe Board has documented our governance practices by adopting Corporate Governance Policies to ensurethat the Board will have the necessary authority and practices in place

275、to review and evaluate our businessoperations as needed and to make decisions that are independent of our management.The Corporate GovernancePolicies set forth the practices the Board follows with respect to board composition and selection,regularevaluations of the Board and its committees,board mee

276、tings and involvement of senior management,chiefexecutive officer performance evaluation,and board committees and compensation.Our Corporate GovernancePolicies may be viewed under Corporate Governance in the Investor Relations section of our website .Executive Sessions of the BoardAs required under

277、NASDAQs listing standards,our independent directors have in the past and willcontinue to meet regularly in scheduled executive sessions at which only independent directors are present.Infiscal year 2011,our independent directors met in executive session at three of the four regularly scheduledBoard

278、meetings.In addition,independent directors have in the past and will continue to meet regularly in scheduledexecutive session with our chief executive officer.In fiscal year 2011,our independent directors met in executivesession with our chief executive officer at three of the four regularly schedul

279、ed Board meetings.Director Attendance at Annual MeetingWe do not have a formal policy regarding attendance by members of the Board at our annual meetings.Wegenerally schedule a Board meeting in conjunction with our annual meetings and expect that all of our directorswill attend each annual meeting,a

280、bsent a valid reason.Six of our eight Board members attended our 2010Annual Meeting.Board Self-AssessmentsThe Nominating and Corporate Governance Committee oversees an annual evaluation process,whereby eachdirector evaluates the Board as a whole and each member of the standing committees of the Boar

281、d evaluates thecommittees on which they serve.After these evaluations are complete,the results are discussed by the Board andeach committee and with each individual director,as applicable,and,if necessary,action plans are developed.Director EducationThe Board believes that director education is inte

282、gral to Board and committee performance andeffectiveness.Directors are expected to participate in continuing educational programs in order to maintain the17Proxynecessary level of expertise to perform their responsibilities as directors.In fiscal year 2010,we engaged theStanford Directors College,wh

283、ich is affiliated with the Stanford University Law School,to create anindividualized continuing education program for our Board members.Each of directors completed this eight hourcontinuing education program in fiscal year 2010,except Mr.Seawell who attended six of the eight hours.However,Mr.Seawell

284、 had previously attended the Stanford DirectorsCollege in 2008.Director Stock Ownership GuidelinesThe Board believes that directors should hold a significant equity interest in NVIDIA.Our CorporateGovernance Policies require each director to hold at least 25,000 shares of our common stock during the

285、 periodin which they serve as a director,unless our Nominating and Corporate Governance Committee waives therequirement.The 25,000 shares may include vested but unexercised stock options.Directors will have 18 monthsfrom the date that they become directors to reach the ownership threshold.Each of ou

286、r directors currently meetsor exceeds the stock ownership requirement.The stock ownership guidelines are intended to further aligndirector interests with stockholder interests.Outside AdvisorsThe Board and each of its principal committees may retain outside advisors and consultants of theirchoosing

287、at our expense.The Board need not obtain managements consent to retain outside advisors.Inaddition,the principal committees need not obtain either the Boards or managements consent to retain outsideadvisors.Code of ConductWe have a Worldwide Code of Conduct that applies to all of our executive offic

288、ers,directors andemployees,including our principal executive officer and principal financial and accounting officer.We also havea Financial Team Code of Conduct that applies to our executive officers,directors and members of our finance,accounting and treasury departments.Both the Worldwide Code of

289、Conduct and the Financial Team Code ofConduct are available under Corporate Governance in the Investor Relations section of our website .If we make any amendments to the Worldwide Code of Conduct or the Financial Team Code ofConduct or grant any waiver from a provision of either code to any executiv

290、e officer or director,we willpromptly disclose the nature of the amendment or waiver on our website.Conflicts of InterestWe expect our directors,executives and employees to conduct themselves with the highest degree ofintegrity,ethics and honesty.Our credibility and reputation depend upon the good j

291、udgment,ethical standardsand personal integrity of each director,executive and employee.In order to better protect us and ourstockholders,we regularly review our Code of Conduct and related policies to ensure that they provide clearguidance to our directors,executives and employees.Corporate Hotline

292、We have established a corporate hotline(operated by a third party)to allow any employee to confidentiallyand anonymously lodge a complaint about any accounting,internal control,auditing or other matters of concern(unless prohibited by local privacy laws for employees located in the European Union).S

293、tockholder Communications with the Board of DirectorsStockholders who wish to communicate with the Board regarding nominations of directors or other mattersmay do so by sending written communications addressed to David M.Shannon,our secretary,at NVIDIACorporation,2701 San Tomas Expressway,Santa Clar

294、a,California 95050.All stockholder communications we18receive that are addressed to the Board will be compiled by our secretary.If no particular director is named,letters will be forwarded,depending on the subject matter,to the Chair of the Audit,Compensation orNominating and Corporate Governance Co

295、mmittee.Nomination of DirectorsThe Nominating and Corporate Governance Committee identifies,reviews and evaluates candidates to serveas directors and recommends candidates for election to the Board.The Nominating and Corporate GovernanceCommittee uses its network of contacts to compile a list of pot

296、ential candidates,but may also engage aprofessional search firm.The Nominating and Corporate Governance Committee conducts any appropriate andnecessary inquiries into the backgrounds and qualifications of possible candidates after considering the functionand needs of the Board.The Nominating and Cor

297、porate Governance Committee meets to discuss and considerthe candidatesqualifications and then selects a nominee for recommendation to the Board.For an explanation ofthe factors the Nominating and Corporate Governance Committee considers when evaluating candidates and theBoard as a whole,please see

298、Proposal 1Election of Directors above.The Nominating and Corporate Governance Committee evaluates candidates proposed by stockholdersusing the same criteria as it uses for other candidates.Matters put forth by our stockholders will be reviewed bythe Nominating and Corporate Governance Committee,whic

299、h will determine whether these matters should bepresented to the Board.The Nominating and Corporate Governance Committee will give serious consideration toall such matters and will make its determination in accordance with its charter and applicable laws.Stockholdersseeking to recommend a prospectiv

300、e nominee should follow the instructions under the heading StockholderCommunications with the Board of Directors.Stockholder submissions must include the full name of theproposed nominee,a description of the proposed nominees business experience for at least the previous fiveyears,complete biographi

301、cal information,a description of the proposed nominees qualifications as a directorand a representation that the nominating stockholder is a beneficial or record owner of our stock.Any suchsubmission must be accompanied by the written consent of the proposed nominee to be named as a nominee andto se

302、rve as a director if elected.Stockholders are advised to review our Bylaws,which contain the requirementsfor director nominations.The Nominating and Corporate Governance Committee did not receive any stockholdernominations during fiscal year 2011.Majority Vote StandardAs a part of our continuing pro

303、cess of enhancing our corporate governance procedures and to provide ourstockholders with a more meaningful role in the outcome of the election of directors,in March 2006,our Boardamended our Bylaws to adopt a majority vote standard for non-contested director elections.Our Bylaws nowprovide that in

304、a non-contested election if the votes cast FOR an incumbent director do not exceed the number ofWITHHOLD votes,such incumbent director shall promptly tender his resignation to the Board.The Nominatingand Corporate Governance Committee will review the circumstances surrounding the WITHHOLD vote andpr

305、omptly make a recommendation to the Board on whether to accept or reject the resignation or whether otheraction should be taken.In making its decision,the Board will evaluate the best interests of NVIDIA and ourstockholders and will consider all factors and relevant information.The Board will act on

306、 the Nominating andCorporate Governance Committees recommendation and publicly disclose its decision and the rationale behindit within 90 days from the date of certification of the stockholder vote.The director who tenders his resignationwill not participate in the Boards or the Nominating and Corpo

307、rate Governance Committees decisions.In acontested election,which is an election in which the number of nominees exceeds the number of directors to beelected,our directors will be elected by a plurality of the shares represented in person or by proxy at any suchmeeting and entitled to vote on the el

308、ection of directors at that meeting.Board Meeting InformationThe Board met four times during fiscal year 2011 and acted by written consent one time.In addition,duringfiscal year 2011,the Board attended our Strategic Alignment Meeting,during which they discussed the strategic19Proxydirection of NVIDI

309、A,explored and discussed new business opportunities and the product roadmap,andaddressed possible challenges facing NVIDIA.We expect each Board member to attend each meeting of theBoard and the committees on which he serves.In fiscal year 2011,each Board member attended 75%or more ofthe meetings of

310、the Board and of each committee on which he served.Committees of the Board of DirectorsThe Board has three standing committees:an Audit Committee,a Compensation Committee and aNominating and Corporate Governance Committee.Each of these committees operates under a written charter,which may be viewed

311、under Corporate Governance in the Investor Relations section of our website .In fiscal year 2006,the Board concluded that having our directors rotate and serve on different committeesprovides a benefit to us and our stockholders.By rotating among committees,we believe all members are morefully infor

312、med regarding the full scope of Board and our activities.The Board believes that such rotations are agood corporate governance practice and intends to make periodic rotations in the future.Committees andCurrent MembershipNumber of Meetings Held During Fiscal Year 2011 and Committee FunctionsAuditMee

313、tings:9Fiscal Year 2011Mark L.Perry*A.Brooke SeawellTench CoxeJames C.GaitherWritten Consents:0oversees our corporate accounting and financial reporting process;oversees our internal audit function;evaluates the performance of and assesses the qualifications of our independentregistered public accou

314、nting firm;determines and approves the engagement of the independent registered publicaccounting firm;determines whether to retain or terminate the existing independent registeredpublic accounting firm or to appoint and engage a new independent registeredpublic accounting firm;reviews and approves t

315、he retention of the independent registered publicaccounting firm to perform any proposed permissible non-audit services;confers with management and our independent registered public accounting firmregarding the effectiveness of internal control over financial reporting;discusses with management and

316、the independent registered public accountingfirm the results of the annual audit and the results of our quarterly financialstatements;reviews the financial statements to be included in our annual report;reviews earnings press releases,as well as the substance of financial informationand earnings gui

317、dance provided to analysts and rating agencies on our quarterlyearnings calls;prepares the report required to be included by the SEC rules in our annual proxystatement or Annual Report on Form 10-K;andestablishes procedures for the receipt,retention and treatment of complaints wereceive regarding ac

318、counting,internal accounting controls or auditing mattersand the confidential and anonymous submission by employees of concernsregarding questionable accounting or auditing matters.20Committees andCurrent MembershipNumber of Meetings Held During Fiscal Year 2011 and Committee FunctionsCompensationMe

319、etings:8Fiscal Year 2011Mark A.Stevens*William J.MillerHarvey C.JonesWritten Consent:2reviews 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 o

320、urchief executive officer and other executive officers;reviews and approves corporate performance goals and objectives relevant to thecompensation of our executive officers and other senior management;reviews and approves written performance goals for our chief executive officerrelevant to the compe

321、nsation of our chief executive officer;reviews and approves the disclosure contained in Compensation Discussion andAnalysis and considers whether to recommend that it be included in the proxystatement and Annual Report on Form 10-K;administers our stock option and purchase plans,variable compensatio

322、n plansand other similar programs;assesses and monitors whether any of our compensation policies and programshas the potential to encourage excessive risk-taking;andmay form and delegate authority to subcommittees as appropriate,including,butnot limited to,a subcommittee composed of one of more memb

323、ers of the Board.Nominating andCorporate GovernanceMeetings:4Written Consents:1Fiscal Year 2011William J.Miller*James C.GaitherHarvey C.JonesMark A.Stevensidentifies,reviews and evaluates candidates to serve as directors;recommends candidates for election to our Board;makes recommendations to the Bo

324、ard regarding committee membership;assesses the performance of the Board and its committees;reviews and assesses our corporate governance principles and practices;approves related party transactions;andestablishes procedures for the receipt,retention and treatment of complaints wereceive regarding v

325、iolations of our code of conduct.*Committee Chairperson21ProxyCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONFor fiscal year 2011,the Compensation Committee consisted of Messrs.Jones,Miller and Stevens.Nomember of the Compensation Committee is an officer or employee of NVIDIA,and none of

326、 our executiveofficers serve as a director or member of a compensation committee of any entity that has one or more executiveofficers serving as a member of our Board or Compensation Committee.Each of our current directors haspurchased and holds shares of our common stock.DIRECTOR COMPENSATIONOur no

327、n-employee directors receive options to purchase shares of our common stock for their services asmembers of our Board.Non-employee directors do not receive cash compensation for their services as membersof our Board,but may be reimbursed for expenses incurred in attending Board and committee meeting

328、s andcontinuing educational programs as set forth in our Corporate Governance Policies.Directors who are alsoemployees do not receive any fees or equity compensation for service on the Board.Mr.Huang is our onlyemployee director.Historically,options to purchase shares of our common stock have been a

329、utomatically granted to ournon-employee directors under our 1998 Non-Employee Directors Stock Option Plan as incorporated into our1998 Equity Incentive Plan,which we refer to as the 1998 Plan.Beginning in June 2007,we started grantingannual stock option grants on the first trading day after an annua

330、l meeting to our non-employee directors fromour 2007 Equity Incentive Plan,which we refer to as the 2007 Plan.We do not offer change-in-control benefits toour directors,except for the change-in-control vesting acceleration provisions in our equity plans that areapplicable to all holders of stock awa

331、rds under such plans in the event that an acquiring company does notassume or substitute for such outstanding stock awards.In March 2010,the Compensation Committee undertook its annual review of the type and form ofcompensation paid to our non-employee directors in connection with their service on o

332、ur Board and itscommittees.The Compensation Committee consulted with our human resources department and Exequity LLP,or Exequity,and reviewed peer company data.Based on this review,the Compensation Committeerecommended,and the Board approved,the continuation of our policy of aligning directors and s

333、tockholdersinterests by providing only equity compensation in the form of stock options and to target the compensation ofnon-employee directors at approximately the 75thpercentile of the peer companies.The CompensationCommittee employed the binomial option pricing model to determine grant recommendations whose fair value(as determined in accordance with Financial Accounting Standards Board Account