英偉達NVIDIA (NVDA) 2016年年度報告「NASDAQ」.pdf

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1、2016NVIDIA CORPORATIONANNUAL REVIEWNOTICE OF ANNUAL MEETINGPROXY STATEMENT FORM 10-KA ONE-OF-A-KIND COMPANYNVIDIA is dedicated to creating products that are loved by the most demanding computer users in the worldgamers,designers,and scientists.We are the pioneers of GPU-accelerated computing.Our com

2、pany is united by a core belief that excellence and mastery of our craft are the source of power that lets us tackle challenges that matter to the world.We aspire to build one of the worlds great companies,respected and admired for the amazing work we do and the impact we make.Jen-Hsun HuangPC gamin

3、g is expanding.There are multiple drivers.The exploding popularity of eSports,a steady stream of blockbuster titles,and the transformation of gaming into a social,creative medium are bringing new energy and enthusiasm to an already massive market.VR is coming next.Our GeForce GTX platform is the hea

4、rt and soul of PC gaming.More than 100 million gamers around the world play on GeForce.NVIDIA GameWorks technologies were integrated in 12 blockbuster titles in 2015.Our discrete GPU market share approached 80 percent,with the GeForce GTX 970 the most popular graphics card on Steam,the online gaming

5、 platform.IEM ESL Katowice eSports Tournament,2016BARRONSNVIDIA:GAMING EXPLOSION TRANSFORMING THEM,VR IS NEXTThe future of TV will be apps and the future of gaming will be streaming.NVIDIA SHIELD is our foothold in this future.With 4K streaming and advanced gaming,its the best Android TV box on the

6、market.And it will only get better with our regular software updates and a growing app catalog.GeForce NOW is our“Netflix for games.”The game-streaming service delivers an incredible GeForce GTX experience to SHIELD devices.With SHIELD,weve created an amazing platform that integrates everything from

7、 the processor architecture to the industrial design to the user interface.And were just getting started.SHIELD campaign skydiving stunt.SF CHRONICLETHE FUTURE OF HOME ENTERTAINMENTVirtual reality is sparking a revolution in the computing experience.It will transform gaming and ripple through produc

8、t design,retail,sports,medicine,and many other industries.VR requires powerful GPUs,and our NVIDIA VRWorks software helps headset makers and game developers create amazing VR experiences.“If we had unlimited GPU horsepower in everybodys computers that would make our lives much easier.”Palmer Luckey,

9、Founder,OculusDissection in virtual reality.DNANVIDIA PAVES THE WAY FOR VR.For designers who build the products people use every dayfrom cars to skyscrapersits critical that what they see digitally mirrors reality.NVIDIA Iraytechnologies for physically based rendering of lighting and materialsis int

10、egrated into leading design applications,including Dassault Systmes Catia,SOLIDWORKS Visualize,Autodesk 3DS Max and Maya,as well as McNeel Rhino and Maxon Cinema 4D.As we advance the state of the art of design,were also extending it to more people.With NVIDIA GRID,enterprise workers can access any a

11、pp on any device anywhere.More than 500 companies,including 11 of the Fortune 100,have deployed it.At VMworld 2015,we demonstrated GRIDs capabilities7.4 billion pixels worth of virtualized desktops filled our“Tower of Power”demo.Gensler,one of the worlds leading architecture firms,is using Iray tech

12、nologies in the design of our new headquarters.COMPUTER GRAPHICS WORLDNVIDIA ILLUSTRATES THE POWER OF PHYSICALLY BASED RENDERING.Since the dawn of the computer age,artificial intelligence has been the final frontier.Building intelligent machines that can perceive the world as we do,understand our la

13、nguage,and learn from examples has been the lifes work of computer scientists for over five decades.Recently,the combination of deep neural networks,big data,and powerful GPU platforms has dramatically accelerated the advance of AI.In 2015,GPU-accelerated deep learning systems achieved superhuman le

14、vels of perception for the first time.Using deep learning,Google and Microsoft both beat the best human score in the ImageNet challenge.Shortly thereafter,Microsoft and the China University of Science and Technology announced a network that achieved IQ test scores at the college post-graduate level.

15、Then Baidu announced that a deep learning system called Deep Speech 2 had learned both English and Mandarin with a single algorithm.In just two years,the number of companies NVIDIA collaborates with on deep learning has jumped nearly 35x to over 3,400.Industries such as healthcare,life sciences,ener

16、gy,financial services,automotive,manufacturing,and entertainment will all benefit by inferring insight from mountains of data.And with Facebook,Google,and Microsoft opening their deep-learning platforms for all to use,AI-powered applications will spread fast.Deep-learning breakthroughs have sparked

17、the AI revolution.Progress is exponential.Adoption is exponential.The impact to the tech industry and society will also be exponential.POPULAR SCIENCETHE GPU IS THE WORKHORSE OF MODERN AIEVERY INDUSTRY WANTS INTELLIGENCEOrganizations engaged with NVIDIA on deep learning20142013100154934092015Higher

18、EducationInternetLife SciencesDevelopment ToolsFinanceMedia&EntertainmentGovernmentManufacturingDefenseAutomotiveGamingOil&GasOtherAccelerated computing and AI will make future cars safer and more delightful to drive.Driverless shuttles will change how we think about transportation.With the horsepow

19、er of 150 MacBook Pros,the lunchbox-sized NVIDIA DRIVE PX 2 is a supercomputer for the car that will usher in this transformation.Volvo,a brand synonymous with safety,chose DRIVE PX 2 to power a fleet of 100 Volvo XC90 SUVs starting next year in its Drive Me autonomous-car pilot program.The DRIVE PX

20、 platform is loaded with software,including DriveWorks,for developing applications across the entire self-driving pipeline;NVIDIA DIGITS,for training and visualizing deep neural networks;and DriveNet,our reference deep neural network.Global automakers such as Audi,BMW,Daimler,and Ford;Japanese robot

21、 taxi developer ZMP;and Toyota-partner Preferred Networks are using NVIDIA DRIVE to develop autonomous cars.In all,more than 70 companies and institutions are working with the DRIVE PX platform.WALL STREET JOURNALNVIDIA STEPS ON THE GASWere also bringing AI and deep learning to the world of robots a

22、nd drones.NVIDIA Jetson TX1,the first embedded computer designed to process deep neural networks,delivers an astounding 1 teraflops of performance in a credit card-sized module.Such power will enable autonomous machines to learn on their own.Walking,obstacle-avoiding robot developed by General Elect

23、ric.ENGADGETNVIDIAS MOBILE SUPERCOMPUTER CAN MAKE MACHINES SMARTER.DEAR NVIDIANS AND STAKEHOLDERS,A ONE-OF-A-KIND COMPANY AN EXTRAORDINARY YEARNVIDIA is dedicated to creating products that are loved by the most demanding computer users in the worldgamers,designers,and scientists.Our company is unite

24、d by a core belief that excellence and mastery of our craft is the source of power that lets us tackle challenges that matter to the world.We aspire to build one of the worlds great companies,respected and admired for the amazing work we do and the impact we make.NVIDIA is the pioneer of GPU-acceler

25、ated computing.Our strategy is to leverage our deep expertise and significant scale to serve markets where our specialty is greatly valued.The problems we tackle require a tight integration of processor,software,algorithms,system architecture,and deep domain expertise.We have chosen to serve several

26、 important and sustainable marketsGaming,Professional Visualization,Data Center,and Automotive.The success of our strategy is clear in our financial results.Revenue was up 7 percent to reach a record$5.01 billion and gross margins expanded by 60 basis points to a record 56.1 percent.Our strategy has

27、 propelled us to strong positions in our focused markets:NVIDIA GeForce is the#1 PC gaming platform:NVIDIA Maxwell,our breakthrough GPU architecture,gives us a powerful foundation on which to build.GeForce Experience,an application that optimizes games,now boasts 77 million users.And GeForce GTX gra

28、phics cards continued to gain share.Revenue in our gaming market grew by a remarkable 37 percent this year to hit$2.8 billion.NVIDIA Quadro is the#1 design platform:Digital artists in all fields prefer Quadro and our market share held at 78 percent.For the eighth year running,all films nominated in

29、the Academy Awards Best Visual Effects category were made with NVIDIA technology.Our Iray technologies for physically based rendering are revolutionizing the design process and will strengthen our leadership position.NVIDIA Tesla is the#1 accelerated computing platform:It has turbocharged the deep l

30、earning revolution.Deep learning requires a new computing model and our specialty of GPU-accelerated computing has quickly become the standard.Every deep learning frameworkincluding Facebooks Torch,Googles TensorFlow,IBMs Watson,and Microsofts CNTKruns on our GPU platform.Were working with more than

31、 3,400 companies across industries.And were engaged in deep learning in every function and at every level of our company.NVIDIA DRIVE PX takes the pole position in the race to self-driving cars:A very promising application of GPU-powered deep learning,the self-driving car is the most important devel

32、opment in transportation in our lifetime.More than 70 companies are working with DRIVE PXour scalable,programmable platform is off to a great start.The year was not without its disappointments.The ITC ruled that Samsung did not infringe the patents we asserted.We wholeheartedly disagree.Making funda

33、mental inventions and doing pioneering work are hard and costly.We believe that its wrong for others to use our hard-earned inventions without proper compensation.This experience is a reminder that there are many dynamics in a lawsuit that are unpredictable and that being right is not always enough.

34、We exited the mobile market this year and stopped building modems.We were one of the first entrants to mobile computing.We saw the mobile device becoming our most personal computersalways connected,and eventually replacing music players,GPS devices,cameras,readers,portable game consoles,and even som

35、e PCs.Our vision was right,but the mobile business is not for us.NVIDIA is not in the commodity chip business that the smartphone market has become.We are in the specialized-computing business,where computing challenges are near infinite and our deep expertise advances the field.Our mobile experienc

36、e was far from a bust.The future of computing is constrained by energy.The technology,methodologies,and design culture of energy efficiency have allowed us to build the worlds most efficient GPU architecture,which fuels every one of our businesses.And the great design teams we built are now focused

37、on inventing amazing productsthe DRIVE PX self-driving car computer,the Jetson AI-powered embedded computer for autonomous machines,and the SHIELD Android TV console that is creating the future of television and gaming.RECORD REVENUERECORD GROSS MARGINS$5.01B56.1%CAPITAL MARKET LABORATORIESTHE CROWN

38、 JEWEL OF TECHNOLOGY JUST CRUSHED ITS EARNINGS.Our people share a strong sense of corporate responsibility and a passion for contributing to their communities.NVIDIA features prominently in lists of Americas most socially responsible companies,such as the Dow Jones Sustainability Index,the Carbon Di

39、sclosure Project,and Newsweeks Green Rankings.Our philanthropic giving this year exceeded$5 million.We awarded our second annual$150,000 Global Impact Award,recognizing the use of GPUs to address social,humanitarian,and environmental problems.The winner,from among more than two dozen submissions,was

40、 a team from Duke University for its work enabling eye surgeons to interact in real time with live volumetric visualizations of their operations.Our philanthropic efforts are driven by the NVIDIA Foundation,which has its priorities set by our employees.Its flagship program,Compute the Cure,supports

41、innovative computing techniques to fight cancer.The more than$2 million we have invested in Compute the Cure includes a grant this year to the University of Toronto for its work applying deep learning to cancer diagnostics.Other grants this year promoted patient care,funded a childrens oncology hosp

42、ital in India,and furthered a breast-cancer prevention effort in Togo.An annual tradition across our offices is Project Inspire,which brings together our people and their families to enhance their local communities,often focusing on education.In Santa Clara,1,500 of us transformed two local schools,

43、our latest effort in an underserved district where we have directly impacted nearly one-third of the students in recent years.In Pune,India,several hundred employees assisted a village school.In Munich,we refurbished an outdoor youth camp.Over the course of the year,employees contributed some 17,000

44、 volunteer hours.Many chose to support education programs and activities that,in total,benefited more than 64,000 children.This reflects the spirit of our employees,benefiting the less fortunate and bringing us closer together as a team.NVIDIA has built a culture that strives for excellence in every

45、thing we do.This attitude pervades our company.Exceptional mastery of our craft gives us the ability to do important work that can shape the world.Our company is agileteams across the globe collaborate without organizational boundaries,with the singular focus of doing great work.Our culture is our g

46、reatest achievement.Its allowed us to stay ahead and vibrant in one of the worlds most competitive industries.Today,its put us right in the middle of the grand challenges of our timevirtual reality,artificial intelligence,and self-driving cars.These problems demand our special talent and deep expert

47、ise in accelerated computing.Our amazing people are inspired to take them on.And when we do,we expect VR,AI,and self-driving cars to be the most exciting growth drivers weve ever seen.Strap in for an incredible ride.GIVING BACK TO OUR COMMUNITIESACCELERATING WHAT MATTERSJen-Hsun Huang CEO&Co-Founder

48、 NVIDIA April 2016 NVIDIA CORPORATION NOTICE OF 2016 ANNUAL MEETING PROXY STATEMENT AND FORM 10-K FORWARD-LOOKING STATEMENTS Certain statements in this document including,but not limited to,statements as to:the PC gaming industry continuing to grow and the drivers for growth;the benefits and impact

49、of our products and technologies;our market share;the future of TV and gaming;the impact of VR,AI,deep learning and self-driving cars as drivers for growth;and our strategies and position in our focused markets are forward-looking statements that are subject to risks and uncertainties that could cau

50、se results to be materially different than expectations.Important factors that could cause actual results to differ materially include:global economic conditions;our reliance on third parties to manufacture,assemble,package and test our products;the impact of technological development and competitio

51、n;development of new products and technologies or enhancements to our existing product and technologies;market acceptance of our products or our partners products;design,manufacturing or software defects;changes in consumer preferences or demands;changes in industry standards and interfaces;unexpect

52、ed loss of performance of our products or technologies when integrated into systems;as well as other factors detailed from time to time in the reports NVIDIA files with the Securities and Exchange Commission,or SEC,including its Form 10-K for the fiscal period ended January 31,2016.Copies of reports

53、 filed with the SEC are posted on the company s website and are available from NVIDIA without charge.These forward-looking statements are not guarantees of future performance and speak only as of April 7,2016,and,except as required by law,NVIDIA disclaims any obligation to update these forward-looki

54、ng statements to reflect future events or circumstances.THIS PAGE INTENTIONALLY LEFT BLANKNOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERSDate and time:Wednesday,May 18,2016 at 10:00 a.m.Pacific Daylight TimeLocation:Online at of business:Election of twelve directors nominated by the Board of Directors

55、 Approval of our executive compensation Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2017 Approval of an amendment and restatement of our Amended and Restated 2007 Equity Incentive Plan Approval of an amendment and r

56、estatement of our Amended and Restated 2012 Employee Stock Purchase PlanTransaction of other business properly brought before the meetingRecord date:You can vote at the meeting if you were a stockholder of record at the close of business onMarch 21,2016.Virtual meetingadmission:We will be holding ou

57、r annual meeting online only this year.Stockholders of record as of March 21,2016 will be able to participate in the annual meeting by visiting participate in the annual meeting,you will need the control number included on your notice of Internet availability of the proxy materials or your proxy car

58、d(if you received a printed copy of the proxy materials).Pre-meeting forum:The new online format for the annual meeting also allows us to communicate more effectively with you via a pre-meeting forum that you can enter by visiting our pre-meeting forum,you can submit questions in advance of the annu

59、al meeting,and also access copies of our proxy statement and annual report.Your vote is very important.Whether or not you plan to attend the virtual meeting,PLEASE VOTE YOUR SHARES.As an alternative to voting online at the meeting,you may vote via the Internet,by telephone or,if you receive a paper

60、proxy card in the mail,by mailing the completed proxy card.Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on May 18,2016.This Notice,our Proxy Statement,our Annual Report on Form 10-K and our Stockholder Letter are available at Order

61、of the Board of Directors David M.ShannonSecretarySanta Clara,CaliforniaApril 7,2016TABLE OF CONTENTS PAGEDEFINITIONSPROXY SUMMARYPROXY STATEMENTInformation About the MeetingProposal 1Election of DirectorsDirector QualificationsOur Director NomineesInformation About the Board of Directors and Corpor

62、ate GovernanceIndependence of the Members of the Board of DirectorsBoard Leadership StructureRole of the Board in Risk OversightCorporate Governance Policies of the Board of DirectorsStockholder Communications with the Board of DirectorsNomination of DirectorsMajority Vote StandardBoard Meeting Info

63、rmationCommittees of the Board of DirectorsDirector CompensationReview of Transactions with Related PersonsSecurity Ownership of Certain Beneficial Owners and ManagementProposal 2Approval of Executive CompensationExecutive CompensationCompensation Discussion and AnalysisRisk Analysis of Our Compensa

64、tion PlansSummary Compensation Table for Fiscal Years 2016,2015 and 2014Grants of Plan-Based Awards For Fiscal Year 2016Outstanding Equity Awards as of January 31,2016Option Exercises and Stock Vested in Fiscal Year 2016Employment,Severance and Change-In-Control ArrangementsPotential Payments Upon T

65、ermination or Change-In-ControlCompensation Committee Interlocks and Insider ParticipationCompensation Committee ReportProposal 3Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2017Fees Billed by the Independent Registered Public Accounting FirmReport of th

66、e Audit Committee of the Board of DirectorsEquity Compensation Plan InformationProposal 4Approval of an Amendment and Restatement of our Amended and Restated 2007 Equity IncentivePlanProposal 5Approval of an Amendment and Restatement of our Amended and Restated 2012 Employee StockPurchase PlanAdditi

67、onal InformationSection 16(a)Beneficial Ownership Reporting ComplianceOther MattersAPPENDIX AAmended and Restated 2007 Equity Incentive PlanAPPENDIX BAmended and Restated 2012 Employee Stock Purchase Plan 137711111319191919202222222323252829323333545556586162626363646466676884919191A-1B-11DEFINITION

68、S1998 ESPPNVIDIA Corporation 1998 Employee Stock Purchase Plan2007 PlanNVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan2012 ESPPNVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan2015 Meeting2015 Annual Meeting of Stockholders2016 Meeting2016 Annual Meeting of

69、 Stockholders2017 Meeting2017 Annual Meeting of StockholdersACAudit CommitteeBoardThe Companys Board of DirectorsCCCompensation CommitteeCD&ACompensation Discussion and AnalysisCEOChief Executive OfficerCompanyNVIDIA Corporation,a Delaware corporationControl NumberIdentification number for each stoc

70、kholder included in Notice or Proxy CardDodd Frank ActDodd-Frank Wall Street Reform and Consumer Protection ActExchange ActSecurities Exchange Act of 1934,as amendedExequityExequity LLP,the CCs independent compensation consultantFASBFinancial Accounting Standards BoardFiscal 2015The Companys fiscal

71、year 2015(January 27,2014 to January 25,2015)Fiscal 2016The Companys fiscal year 2016(January 26,2015 to January 31,2016)Fiscal 2017The Companys fiscal year 2017(February 1,2016 to January 29,2017)Fiscal 2018The Companys fiscal year 2018(January 30,2017 to January 28,2018)Form 10-KThe Companys Annua

72、l Report on Form 10-K for Fiscal 2016 filed with the SEC on March 16,2016Full Value AwardAn equity award other than a stock option or stock appreciation rightGAAPGenerally accepted accounting principlesInternal Revenue CodeU.S.Internal Revenue Code of 1986,as amendedLead DirectorLead independent dir

73、ectorMY PSUsPSUs with a multi-year performance metricNASDAQThe NASDAQ Stock Market LLCNCGCNominating and Corporate Governance CommitteeNEOsNamed Executive OfficersNon-GAAP OperatingIncomeGAAP operating income adjusted for stock-based compensation,product warranty charge,acquisition-related costs,and

74、 restructuring and other charges,as the Company reports in its earnings materials.Thenet aggregate adjustment to GAAP operating income for these items for Fiscal 2016 was$378 millionNoticeNotice of Internet Availability of Proxy MaterialsNYSENew York Stock ExchangePSUsPerformance stock unitsRSUsRest

75、ricted stock unitsS&P 500Standard&Poors 500 Composite IndexSECU.S.Securities and Exchange CommissionStretch Operating PlanMaximum goal attainment under the Variable Cash Plan,SY PSUs and MY PSUsSY PSUsPSUs with a single-year performance metricTarget Compensation PlanTarget goal attainment under the

76、Variable Cash Plan,SY PSUs and MY PSUs2Threshold CompensationPlanThreshold goal attainment under the Variable Cash Plan,SY PSUs and MY PSUsTSRTotal stockholder returnPwCPricewaterhouseCoopers LLPVariable Cash PlanThe Companys variable cash compensation plan3PROXY SUMMARYThis summary highlights infor

77、mation contained elsewhere in the proxy statement.This summary does not contain all of the information that you should consider,and you should read the entire proxy statement carefully before voting.2016 Annual Meeting of StockholdersDate and time:Wednesday,May 18,2016 at 10:00 a.m.Pacific Daylight

78、TimeLocation:Online at date:Stockholders as of March 21,2016 are entitled to voteAdmission to meeting:You will need your Control Number to attend the annual meetingVoting Matters and Board RecommendationsWhile we have summarized the 2016 Meeting proposals below,please review the proxy statement for

79、more information.Every stockholders vote is important.Our Board urges you to vote your shares FOR each of the proposals below.MatterPage Number(for more detail)BoardRecommendationVote Required forApprovalEffect ofAbstentionsEffect ofBrokerNon-VotesManagement Proposals:Election of twelve directors.FO

80、R each director nomineeMore FOR than WITHHOLD votesNoneNoneApproval of our executive compensation.FORMajority of sharespresentAgainstNoneRatification of selection ofPricewaterhouseCoopers LLP as our independentregistered public accounting firm for Fiscal 2017.FORMajority of sharespresentAgainstNoneA

81、pproval of an amendment and restatement of ourAmended and Restated 2007 Equity Incentive Plan.FORMajority of sharespresentAgainstNoneApproval of an amendment and restatement of ourAmended and Restated 2012 Employee StockPurchase Plan.FORMajority of sharespresentAgainstNone11326468844Election of Dire

82、ctors(Proposal 1)The following table provides summary information about each director nominee:NameAgeDirectorSinceOccupationCommitteesACCCNCGCRobert K.Burgess.582011Independent ConsultantChairTench Coxe.581993Managing Director,Sutter Hill VenturesMemberPersis S.Drell.602015Dean,School of Engineering

83、,Stanford UniversityMemberJames C.Gaither.781998Managing Director,Sutter Hill VenturesMemberJen-Hsun Huang.531993President&CEO,NVIDIA CorporationDawn Hudson.582013Chief Marketing Officer,National Football LeagueMemberHarvey C.Jones.631993Managing Partner,Square Wave VenturesMemberMemberMichael G.McC

84、affery.622015Chairman&Managing Director,Makena Capital ManagementMember*William J.Miller*.701994Independent ConsultantChairMark L.Perry.602005Independent ConsultantChair*A.Brooke Seawell.681997Venture Partner,New Enterprise AssociatesMember*Mark A.Stevens.562008*Managing Partner,S-Cubed CapitalMembe

85、rMember*AC Financial Expert*Lead Director*Mr.Stevens previously served as a member of our Board from 1993 until 2006Board OverviewOur director nominees exhibit a variety of competencies,professional experience and backgrounds,and contribute diverse viewpoints and perspectives to our well-rounded Boa

86、rd.While the Board benefits from the extensive experience and institutional knowledge that our more veteran directors bring,the NCGC and Board have recognized the importance of bringing in new perspectives and ideas.Therefore,the Board has appointed four highly qualified new directors in the last fi

87、ve years,most recently with the additions of Dr.Drell and Mr.McCaffery in 2015.Below are the key skills and competencies that our NCGC and Board consider important for our directors to have in light of our current business and the number of directors that possess these competencies:5Corporate Govern

88、ance HighlightsOur Board is committed to strong corporate governance,which is used to promote the long-term interest of NVIDIA and our stockholders.Highlights of our corporate governance practices include:Declassified BoardIndependent Lead DirectorMajority voting for directors11 out of 12 Board memb

89、ers independentActive Board oversight of risk and risk managementAt least annual Board and committee self-assessmentsStock ownership guidelines for our directors andexecutive officersAnnual stockholder outreach,including Lead Directorparticipation75%or better attendance by each Board member atmeetin

90、gs of the Board and applicable committeesIndependent directors frequently meet in executivesessionsRegular stockholder outreach is important to us.We seek a collaborative approach to issues of importance to our stockholders that affect our business and also to ensure that they see our governance and

91、 executive pay practices as well-structured.Our management contacts each stockholder holding at least 1%of our common stock(except for brokerage firms and institutional stockholders whom we know do not engage in individual conversations with issuers)to gain valuable insights into the corporate gover

92、nance and executive compensation issues they most care about.In Fall 2015,our Lead Director attended these meetings,and we expect representatives of the Board will continue to participate in future stockholder outreach.Approval of Executive Compensation for Fiscal 2016(Proposal 2)We are asking our s

93、tockholders to cast a non-binding vote,also known as“say-on-pay,”to approve our NEO compensation.The Board believes that our compensation policies and practices are effective in achieving our goals of attracting,motivating and retaining a high-caliber executive team,rewarding financial and operating

94、 performance and aligning our executives interests with those of our stockholders to create long-term value.The Board has adopted a policy of providing for annual“say-on-pay”votes.Executive Compensation HighlightsAt our 2015 Meeting,over 98%of the votes cast on our say-on-pay proposal were in suppor

95、t of the compensation paid to our NEOs for Fiscal 2015.Consistent with its strong commitment to engagement,communication and transparency,the CC continues to regularly review our executive compensation program to ensure alignment between the interests of our executive officers and stockholders.In re

96、sponse to feedback received in Fiscal 2015 during our regular stockholder outreach meetings,the CC made the following changes,each intended to further align pay with performance:MY PSUs with a relative goal:introduced PSUs with a 3-year performance measure based on our TSR relative to the S&P 500(pr

97、ior to Fiscal 2016,all of our PSUs had an annual performance period with absolute goals)and structured a meaningful portion of our CEOs Fiscal 2016 equity award in the form of these 3-year PSUs Separate performance metrics:assigned separate,distinct metrics for each component of our compensation whe

98、re the amount of the award is subject to achievement of performance criteria(in Fiscal 2015,we used the same financial metric as a goal for our Variable Cash Plan and for our PSUs)6 Greater proportion of at-risk,performance-based compensation:increased average“at-risk,”performance-based compensation

99、 as a percentage of total target payComponentPerformance MetricPercentage of CEO PayPercentage of Average Other NEO PayVariable Cash Plan Annual revenue11%9%SY PSUsAnnual Non-GAAP Operating Income51%38%MY PSUs3-year TSR relative to the S&P 50027%4%89%51%Ratification of Selection of PricewaterhouseCo

100、opers LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2017(Proposal 3)We are asking our stockholders to ratify the ACs selection of PwC as our independent registered public accounting firm for Fiscal 2017.While we are not required to have our stockholders ratify the selectio

101、n of PwC,we are doing so because we believe it is good corporate practice.If our stockholders do not ratify the selection,the AC will reconsider the appointment,but may nevertheless retain PwC as our independent registered public accounting firm.Even if the selection is ratified,the AC may select a

102、different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of NVIDIA and our stockholders.Approval of an Amendment and Restatement of our Amended and Restated 2007 Equity Incentive Plan(Proposal 4)We are aski

103、ng our stockholders to approve an amendment and restatement of our Amended and Restated 2007 Equity Incentive Plan primarily to:Increase the share reserve under our 2007 Plan by 18,800,000 shares;Impose a minimum vesting requirement of 12 months from the date of grant on Full Value Awards under the

104、2007 Plan;Prohibit acceleration of vesting on any awards under the 2007 Plan,with exceptions for a participants death or disability or in the event of certain corporate events;and Make certain changes to the permitted adjustments for our performance goals.The Board recommends a vote FOR this proposa

105、l because equity awards are an important component of our compensation program and the continued ability to issue these awards is essential to attracting,retaining and motivating our employees.Approval of an Amendment and Restatement of our Amended and Restated 2012 Employee Stock Purchase Plan(Prop

106、osal 5)We are asking our stockholders to approve an amendment and restatement of our Amended and Restated 2012 Employee Stock Purchase Plan to increase the share reserve under our 2012 ESPP by 10,000,000 shares.The Board recommends a vote FOR this proposal because our employee stock purchase program

107、 is an important employee benefit and is essential to attracting,retaining and motivating our employees.7NVIDIA CORPORATION2701 SAN TOMAS EXPRESSWAYSANTA CLARA,CALIFORNIA 95050(408)486-2000 _PROXY STATEMENT FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS-MAY 18,2016 _INFORMATION ABOUT THE MEETINGYour pr

108、oxy is being solicited for use at the 2016 Meeting on behalf of the Board.Our 2016 Meeting will take place on Wednesday,May 18,2016 at 10:00 a.m.Pacific Daylight Time.Meeting AttendanceIf you were an NVIDIA stockholder as of the close of business on the March 21,2016 record date,or if you hold a val

109、id proxy,you can attend and vote at our 2016 Meeting at contains instructions on how to demonstrate proof of stock ownership,and how to vote and submit questions via the Internet.Our 2016 Meeting will be held entirely online to allow greater participation and improved communication,and provide cost

110、savings for our stockholders and the Company.You will need the Control Number included on your Notice or proxy card(if you received a printed copy of the proxy materials)to enter the meeting.The new online format for the annual meeting will allow us to communicate more effectively with you via a pre

111、-meeting forum that you can enter by visiting our pre-meeting forum,you can submit questions in advance of the annual meeting,and also access copies of our proxy statement and annual report.Even if you plan to attend the 2016 Meeting online,we recommend that you also vote by proxy as described below

112、 so that your vote will be counted if you later decide not to attend the 2016 Meeting.Non-stockholders can also listen to the 2016 Meeting live at archived copy of the webcast will be available at through June 1,2016.Quorum and VotingQuorum.To hold our 2016 Meeting,we need a majority of the outstand

113、ing shares entitled to vote at the close of business on March 21,2016,or a quorum,represented at the 2016 Meeting either by attendance online or by proxy.On the record date,there were 544,548,659 shares of common stock outstanding and entitled to vote,meaning that 272,274,330 shares must be represen

114、ted at the 2016 Meeting or by proxy to have a quorum.A list of stockholders entitled to vote at the 2016 Meeting will be available at our headquarters,2701 San Tomas Expressway,Santa Clara,California for 10 days prior to the 2016 Meeting.If you would like to view the stockholder list,please call our

115、 Investor Relations Department at(408)486-2000 to schedule an appointment.8Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the 2016 Meeting.Abstentions and broker non-votes will be counted towards the quorum requirement.If there is not a quorum,a majority o

116、f the votes present may adjourn the 2016 Meeting to another date.Vote Options.You may vote FOR any nominee to the Board,you may WITHHOLD your vote for any nominee or you may ABSTAIN from voting.For each other matter to be voted on,you may vote FOR or AGAINST or ABSTAINfrom voting.Stockholder of Reco

117、rd:You are a stockholder of record if your shares were registered directly in your name with our transfer agent,Computershare,on March 21,2016,and can vote shares in any of the following ways:By attending the 2016 Meeting online and voting during the meeting;Via mail,by signing and mailing your prox

118、y card to us before the 2016 Meeting;or By telephone or over the Internet,by following the instructions provided in the Notice or your proxy materials.You may change your vote or revoke your proxy before the final vote at the 2016 Meeting in any of the following ways:Attend the 2016 Meeting online a

119、nd vote during the meeting;Submit another properly completed proxy card with a later date;Send a written notice that you are revoking your proxy to NVIDIA Corporation,2701 San Tomas Expressway,Santa Clara,California 95050,Attention:Secretary;or Submit another proxy by telephone or Internet after you

120、 have already provided an earlier proxy.If you do not vote using any of the ways described above,your shares will not be voted.Street Name Holder:If your shares are held through a nominee,such as a bank or broker,as of March 21,2016,your shares are held in“street name.”As a beneficial owner,such nom

121、inee is the stockholder of record of your shares.However,you have the right to direct your nominee on how to vote the shares in your account.You should have received a Notice or voting instructions from your nominee,and should follow the included instructions in order to instruct such nominee on how

122、 to vote your shares.To vote by attending the 2016 Meeting online,you must obtain a valid proxy from your nominee.If you do not instruct your nominee how to vote your shares,such nominee can use its discretion to vote such“uninstructed”shares with respect to matters considered by NYSE rules to be“ro

123、utine”.However,your nominee will not be able to vote your shares with respect to“non-routine”matters,including elections of directors(even if not contested),executive compensation(including any advisory stockholder votes on executive compensation)and amendments of equity plans,unless they receive sp

124、ecific instructions from you.A broker non-vote occurs when a nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares.Therefore,you MUST give your nominee instructions in order for your vote to be counted on the propos

125、als to elect directors,to conduct an advisory approval of our executive compensation,to amend and restate our 2007 Plan and to amend and restate our 2012 ESPP.We strongly encourage you to vote.Note that under the rules of the national stock exchanges,any NVIDIA stockholder whose shares are held in s

126、treet name by a member brokerage firm may revoke a proxy and vote his or her shares at the 2016 Meeting only in accordance with applicable rules and procedures of those exchanges,as employed by the street name holders brokerage firm.Vote Count.On each matter to be voted upon,stockholders have one vo

127、te for each share of NVIDIA common stock owned as of March 21,2016.Votes will be counted by the inspector of election.The following table summarizes vote requirements and the effect of abstentions and broker non-votes:9ProposalNumberProposal DescriptionVote Required for ApprovalEffect ofAbstentionsE

128、ffect ofBrokerNon-Votes1Election of twelve directorsDirectors are elected if they receive more FOR votes than WITHHOLD votesNoneNone2Approval of our executivecompensationFOR votes from the holders of a majority of shares present and entitled to vote AgainstNone3Ratification of the selection of PwCas

129、 our independent registered publicaccounting firm for Fiscal 2017FOR votes from the holders of a majority of shares present and entitled to voteAgainstNone4Approval of an amendment andrestatement of our 2007 PlanFOR votes from the holders of a majority of shares present and entitled to vote AgainstN

130、one5Approval of an amendment andrestatement of our 2012 ESPPFOR votes from the holders of a majority of shares present and entitled to voteAgainstNoneIf you are a stockholder of record and you return a signed proxy card without marking any selections,your shares will be voted FOR each of the nominee

131、s listed in Proposal 1 and FOR the other proposals.If any other matter is properly presented at the 2016 Meeting,Jen-Hsun Huang or David M.Shannon as your proxyholder will vote your shares using his best judgment.Vote Results.Preliminary voting results will be announced at the 2016 Meeting.Final vot

132、ing results will be published in a current report on Form 8-K,which will be filed with the SEC by May 24,2016.Proxy MaterialsAn SEC rule allows companies like NVIDIA to furnish their proxy materials over the Internet even if the stockholder has not previously elected to receive the materials in this

133、 manner.On or about April 7,2016,we sent stockholders who own our common stock at the close of business on March 21,2016(other than those who previously requested electronic or paper delivery)a Notice containing instructions on how to access our proxy materials,vote over the Internet or by telephone

134、,and elect to receive future proxy materials electronically or in printed form by mail.If you choose to receive future proxy materials electronically(via for stockholders of record and for street name holders)you will receive an email next year with links to the proxy materials and proxy voting site

135、.SEC rules also permit companies and intermediaries,such as brokers,to satisfy Notice and proxy material delivery requirements for multiple stockholders with the same address by delivering a single Notice or set of proxy materials addressed to those stockholders.We follow this practice,known as“hous

136、eholding,”unless we have received contrary instructions from any stockholder at that address.If you received more than one Notice or full set of proxy materials,then your shares are either registered in more than one name or are held in different accounts.Please vote the shares covered by each Notic

137、e or proxy card.To modify your instructions so that you receive one Notice or proxy card for each account or name,please contact your broker.Your“householding”election will continue until you are notified otherwise or until you revoke your consent.To make a change regarding the form in which you rec

138、eive proxy materials(electronically or in print),or to request receipt of a separate set of documents to a household,contact our Investor Relations Department(through our website at ,with an electronic mail message to or by mail at 2701 San Tomas Expressway,Santa Clara,California 95050).10We will pa

139、y the entire cost of soliciting proxies.Our directors and employees may also solicit proxies in person,by telephone,by mail,by Internet or by other means of communication.Our directors and employees will not be paid any additional compensation for soliciting proxies.We have also retained MacKenzie P

140、artners on an advisory basis for an estimated fee of approximately$15,000 and they may help us solicit proxies from brokers,bank nominees and other institutional owners.We may also reimburse brokerage firms,banks and other agents for the cost of forwarding proxy materials to beneficial owners.2017 A

141、nnual Meeting Stockholder ProposalsTo be considered for inclusion in next years proxy materials,your proposal must be submitted in writing by December 8,2016 to NVIDIA Corporation,2701 San Tomas Expressway,Santa Clara,California 95050,Attention:Secretary and must comply with all applicable requireme

142、nts of Rule 14a-8 promulgated under the Exchange Act.However,if we do not hold our 2017 Meeting between April 18,2017 and June 17,2017,then the deadline is a reasonable time before we begin to print and send our proxy materials.If you wish to submit a proposal for consideration at the 2017 Meeting t

143、hat is not to be included in next years proxy materials,you must do so in writing following the above instructions not later than the close of business on December 8,2016,and not earlier than November 8,2016.We also advise you to review our Bylaws,which contain additional requirements about advance

144、notice of stockholder proposals and director nominations.11Proposal 1Election of DirectorsOur Board has twelve members.All of our directors have one-year terms and stand for election annually.Upon the recommendation of our NCGC,our Board has nominated for election at the 2016 Meeting the 12 individu

145、als listed in the table below to hold office until the 2017 Meeting and until his or her successor is elected or appointed.Each of the nominees listed below is currently a director of NVIDIA previously elected by our stockholders.Our nominees include 11 independent directors,as defined by the rules

146、and regulations of NASDAQ,and one NVIDIA officer:Jen-Hsun Huang,who serves as our President and CEO.The Board expects the nominees will be available for election.If a nominee declines or is unable to act as a director,your proxy may be voted for any substitute nominee proposed by the Board or the si

147、ze of the Board may be reduced.In accordance with our Bylaws,directors are elected if they receive more FOR votes than WITHHOLD votes.Recommendation of the BoardThe Board recommends that you vote FOR the election of each of the following nominees:NameAgeDirectorSinceOccupationIndepen-dentOtherPublic

148、CompanyBoardsRobert K.Burgess.582011Independent Consultant1Tench Coxe.581993Managing Director,Sutter Hill Ventures2Persis S.Drell.602015Dean,School of Engineering,Stanford UniversityJames C.Gaither.781998Managing Director,Sutter Hill VenturesJen-Hsun Huang.531993President&CEO,NVIDIA CorporationDawn

149、Hudson.582013Chief Marketing Officer,National Football League2Harvey C.Jones.631993Managing Partner,Square Wave VenturesMichael G.McCaffery.622015Chairman&Managing Director,Makena Capital ManagementWilliam J.Miller*.701994Independent Consultant3Mark L.Perry.602005Independent Consultant2A.Brooke Seaw

150、ell.681997Venture Partner,New Enterprise Associates1Mark A.Stevens.562008*Managing Partner,S-Cubed Capital*Lead Director*Mr.Stevens previously served as a member of our Board from 1993 until 2006Director Qualifications The Board looks for its current and potential directors to have a broad range of

151、skills,education,experiences and qualifications that can be leveraged in order to benefit NVIDIA and our stockholders.The NCGC is responsible for reviewing,assessing and recommending nominees to the Board for approval.The NCGC has not established specific minimum age,education,experience or skill re

152、quirements for potential members,and instead considers numerous factors regarding the nominee in light of our current business model,including the following:12Directors Skills and Qualifications Independence Senior management and operating experience necessary to oversee our business Professional,te

153、chnical and industry knowledge Financial expertise Financial community experience(including as an investor in other companies)Marketing and brand management Public company board experience Experience with emerging technologies and new business models Legal expertise Diversity,including gender and et

154、hnic background Academia experience Desirability as a member of any committees of the Board Willingness and ability to devote substantial time and effort to Board responsibilities Ability to represent the interests of the stockholders as a whole rather than special interest groups or constituencies

155、All relationships between the proposed nominee and any of our stockholders,competitors,customers,suppliers or other persons with a relationship to NVIDIAAdditionally,directors are expected to possess personal traits such as integrity and candor and must be able to commit significant time to the Comp

156、anys oversight.In determining whether to recommend a director for re-election,the NCGC also reviews the directors overall service to NVIDIA,including the directors past attendance at Board and committee meetings and participation in and contributions to the activities of the Board.Ensuring the Board

157、 is composed of directors who exhibit a variety of skills,professional experience and backgrounds,as well as bring diverse viewpoints and perspectives,is a priority of the NCGC and the Board.The NCGC and the Board also understand the importance of Board refreshment,and strive to maintain an appropri

158、ate balance of tenure,diversity and skills on the Board.While the Board benefits from the valuable experience and institutional knowledge that our more veteran directors bring,the NCGC and Board have recognized the importance of bringing in new perspectives and ideas.Therefore,the Board has appointe

159、d four highly qualified new directors in the last five years,constituting one-third of our total Board.Most recently,Dr.Drell and Mr.McCaffery joined the Board in 2015.NVIDIA is thriving as a company in part because we have combined deep technology and computing industry experience developed during

160、our 23-year history with groundbreaking initiatives in areas such as artificial intelligence and self-driving cars.Similarly,we feel that the mix of our Board members is the appropriate blend of experience and new perspectives.Our longer-tenured directors have the benefit of extensive background wit

161、h our operations and business areas and have the perspective of overseeing our activities during a wide variety of economic and competitive environments.Our new directors bring valuable insights in areas such as consumer marketing,branding and technology developments at leading academic institutions

162、 that are critical to supporting the company as it competes in new markets.Each year,as part of its annual evaluation,the NCGC and Board reviews each directors past contributions,outside experiences and activities and makes a determination concerning how her or his experience and skills continue to

163、add value to NVIDIA and the Board.The following chart summarizes the skills and competencies of each director nominee that led our Board to conclude that he or she is qualified to serve on our Board.The lack of a check does not mean the director does not possess that skill or qualification;rather,a

164、check indicates a specific area of focus or expertise for which the Board relies on such director nominee most.The following directors biographies note each directors relevant experience,qualifications and skills relative to this list as of the date of this proxy statement.13COMPETENCYBurgessCoxeDre

165、llGaitherHuangHudsonJonesMcCafferyMillerPerry Seawell StevensSenior Management and OperatingIndustry and TechnicalFinancial/Financial CommunityPublic Company BoardEmerging Technologies andBusiness ModelsMarketing and Brand ManagementLegalOur Director NomineesThe biographies below include information

166、,as of the date of this proxy statement,regarding the particular experience,qualifications,attributes or skills of each director that led the NCGC and Board to believe that he or she should continue to serve on the Board.ROBERT K.BURGESSIndependent ConsultantAge:58Director Since:2011Committees:CCRob

167、ert K.Burgess has served as an independent investor and board member to technology companies since 2005.He was chief executive officer from 1996 to 2005 of Macromedia,Inc.,a provider of internet and multimedia software,which was acquired by Adobe Systems Incorporated;he also served from 1996 to 2005

168、 on its board of directors,as chairman of its board of directors from 1998 to 2005 and as executive chairman for his final year.Previously,he held key executive positions from 1984 to 1991 at Silicon Graphics,Inc.(SGI),a graphics and computing company;from 1991 to 1995,served as chief executive offi

169、cer and a board member of Alias Research,Inc.,a publicly traded 3D software company,until its acquisition by SGI;and resumed executive positions at SGI during 1996.Mr.Burgess serves on the board of Adobe and has served on the boards of several privately-held companies.He was a director of IMRIS Inc.

170、,a provider of image guided therapy solutions,until 2013.He holds a BCom degree from McMaster University.Mr.Burgess brings to the Board senior management and operating experience and expertise in the areas of financial-and risk-management.He has a broad understanding of the roles and responsibilitie

171、s of a corporate board and provides valuable insight on a range of issues in the technology industry.TENCH COXEManaging Director,Sutter Hill VenturesAge:58Director Since:1993Committees:CCTench Coxe has been a managing director of Sutter Hill Ventures,a venture capital investment firm,since 1989,wher

172、e he focuses on investments in the IT sector.Prior to joining Sutter Hill Ventures in 1987,he was director of marketing and MIS at Digital Communication Associates.He serves on the board of directors of Mattersight Corp.,a customer loyalty software firm,Artisan Partners Asset Management Inc.,an inst

173、itutional money management firm,and several privately held technology companies.Mr.Coxe holds a BA degree in Economics from Dartmouth College and an MBA degree from Harvard Business School.Mr.Coxe brings to the Board expertise in financial and transactional analysis and provides valuable perspective

174、s on corporate strategy and emerging technology trends.His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.14PERSIS S.DRELLDean,School of Engineering,Stanford UniversityAge:60Director Since:2015Co

175、mmittees:CCPersis S.Drell is the Dean of the Stanford School of Engineering,a Professor in the School of Engineering and a Professor of Materials Science and Engineering and Physics at Stanford University.Dr.Drell,who assumed the post of Dean in September 2014,has been on the faculty at Stanford sin

176、ce 2002.Dr.Drell served as the Director of the U.S.Department of Energy SLAC National Accelerator Laboratory from 2007 to 2012.Dr.Drell is a member of the National Academy of Sciences and the American Academy of Arts and Sciences,and is a fellow of the American Physical Society.She has been the reci

177、pient of a Guggenheim Fellowship and a National Science Foundation Presidential Young Investigator Award.Dr.Drell holds a Ph.D.from the University of California Berkeley and an AB degree in Mathematics and Physics from Wellesley College.An accomplished researcher and educator,Dr.Drell brings to the

178、Board expert leadership in guiding innovation in science and technology.JAMES C.GAITHERManaging Director,Sutter Hill VenturesAge:78Director Since:1998Committees:NCGCJames C.Gaither has been a partner of Sutter Hill Ventures,a venture capital investment firm,since 2000.He was a partner in the law fir

179、m Cooley LLP from 1971 to 2000 and senior counsel to the firm from 2000 to 2003.Prior to practicing law he served as a law clerk to The Honorable Earl Warren,Chief Justice of the United States Supreme Court,special assistant to the Assistant Attorney General in the U.S.Department of Justice and staf

180、f assistant to U.S.President Lyndon Johnson.Mr.Gaither is a former president of the Board of Trustees at Stanford University,former vice chairman of the board of directors of The William and Flora Hewlett Foundation and past chairman of the Board of Trustees of the Carnegie Endowment for Internation

181、al Peace.Mr.Gaither holds a BA degree in Economics from Princeton University and a JD degree from Stanford University Law School.Mr.Gaither brings to the Board expertise in corporate strategy and negotiating complex transactions.He also provides valuable perspectives on the roles and responsibilitie

182、s of a corporate board,including oversight of a public companys legal and regulatory compliance and engagement with regulatory authorities.His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.JEN-H

183、SUN HUANGPresident and Chief Executive Officer,NVIDIA CorporationAge:53Director Since:1993Committees:noneJen-Hsun Huang co-founded NVIDIA in 1993 and has since served as president,chief executive officer,and a member of the board of directors.Mr.Huang held a variety of positions from 1985 to 1993 at

184、 LSI Logic Corp.,a computer chip manufacturer,including leading the business unit responsible for the companys system-on-a-chip strategy.He was a microprocessor designer from 1984 to 1985 at Advanced Micro Devices,Inc.,a semiconductor company.Mr.Huang holds a BSEE degree from Oregon State University

185、 and an MSEE degree from Stanford University.Mr.Huang is one of the technology industrys most respected executives,having taken NVIDIA from a startup to a world leader in visual computing.Under his guidance,NVIDIA has compiled a record of consistent innovation and sharp execution,marked by products

186、that have gained strong market share.15DAWN HUDSONChief Marketing Officer,National Football LeagueAge:58Director Since:2013Committees:CCDawn Hudson has served as Chief Marketing Officer for the National Football League since October 2014.Previously,she served from 2009 to 2014 as vice chairman of Th

187、e Parthenon Group,an advisory firm focused on strategy consulting.She was president and chief executive officer of Pepsi-Cola North America,the beverage division of PepsiCo,Inc.for the U.S.and Canada,from 2005 to 2007 and president from 2002,and simultaneously served as chief executive officer of th

188、e foodservice division of PepsiCo,Inc.from 2005 to 2007.Previously,she spent 13 years in marketing,advertising and branding strategy,holding leadership positions at major agencies,such as DArcy Masius Benton&Bowles and Omnicom.She currently serves on the boards of directors of The Interpublic Group

189、of Companies,Inc.,an advertising holding company,and Amplify Snack Brands,Inc.,a snack food company.She was a director of P.F.Changs China Bistro,Inc.,a restaurant chain,from 2010 until 2012,of Allergan,Inc.,a biopharmaceutical company,from 2008 until 2014,and of Lowes Companies,Inc.,a home improvem

190、ent retailer,from 2001 until May 2015.She holds a BA degree in English from Dartmouth College.Ms.Hudson brings to the board experience in executive leadership.As a longtime marketing executive,she has valuable expertise and insights in leveraging brands,brand development and consumer behavior.She al

191、so has considerable corporate governance experience,gained from more than 10 years of serving on the boards of public companies.HARVEY C.JONESManaging Partner,Square Wave VenturesAge:63Director Since:1993Committees:CC,NCGCHarvey C.Jones has been the managing partner of Square Wave Ventures,a private

192、 investment firm,since 2004.Mr.Jones has been an entrepreneur,high technology executive and active venture investor for over 30 years.In 1981,he co-founded Daisy Systems Corp.,a computer-aided engineering company,ultimately serving as its president and chief executive officer until 1987.Between 1987

193、 and 1998,he led Synopsys.Inc.,a major electronic design automation company,serving as its chief executive officer for seven years and then as executive chairman.In 1997,Mr.Jones co-founded Tensilica Inc.,a privately held technology IP company that developed and licensed high performance embedded pr

194、ocessing cores.He served as chairman of the Tensilica board of directors from inception through its 2013 acquisition by Cadence Design Systems,Inc.In 2014,coincident with his investment in the company,Mr.Jones joined the board of directors of Tintri Inc.,a private company that builds data storage so

195、lutions for virtual and cloud environments.He also served as lead director on the board of directors of Wind River Systems,Inc.from 2006 until its sale to Intel Corporation in 2009.Mr.Jones holds a BS degree in Mathematics and Computer Sciences from Georgetown University and an MS degree in Manageme

196、nt from Massachusetts Institute of Technology.Mr.Jones brings to the board an executive management background,an understanding of semiconductor technologies and complex system design.He provides valuable insight into innovation strategies,research and development efforts,as well as management and de

197、velopment of our technical employees.His financial expertise qualifies him to serve as an“audit committee financial expert”within the meaning of SEC rules,and his significant financial community experience gives the Board an understanding of the methods by which companies can increase value for thei

198、r stockholders.16MICHAEL G.MCCAFFERYChairman and Managing Director,MakenaCapital ManagementAge:62Director Since:2015Committees:ACMichael G.McCaffery is the Chairman and a Managing Director of Makena Capital Management,an investment management firm.From December 2005 to December 2013,he was the Chief

199、 Executive Officer of Makena Capital Management.From September 2000 to June 2006,he was the President and Chief Executive Officer of the Stanford Management Company,the university subsidiary charged with managing Stanford Universitys financial and real estate investments.Prior to Stanford Management

200、 Company,Mr.McCaffery was President and Chief Executive Officer of Robertson Stephens and Company,a San Francisco-based investment bank and investment management firm,from January 1993 to December 2009,and also served as Chairman from January 2000 to December 2000.Mr.McCaffery serves on the board of

201、 directors,or on the advisory boards,of several privately held companies and non-profits.He was a director of KB Home,a homebuilding company,from 2003 until 2015.Mr.McCaffery is a Trustee of the Rhodes Scholarship Trust.Mr.McCaffery holds a BA degree from the Woodrow Wilson School of Public and Inte

202、rnational Affairs at Princeton University,a BA Honours degree and an MA degree in Politics,Philosophy and Economics from Merton College,Oxford University,Oxford,England,and an MBA degree from the Stanford Graduate School of Business.Mr.McCaffery brings to the Board a broad array of business,investme

203、nt and real estate experience and recognized expertise in financial matters,as well as a demonstrated commitment to good corporate governance.His financial expertise qualifies him to serve as an“audit committee financial expert”within the meaning of SEC rules.WILLIAM J.MILLERIndependent ConsultantAg

204、e:70Director Since:1994Committees:NCGCWilliam J.Miller has served as an independent consultant since 1999 and is on the board of directors of Waters Corp.,a scientific instrument manufacturing company;Digimarc Corp.,a developer and supplier of secure identification products and digital watermarking

205、technology;and Glu Mobile,Inc.,a publisher of mobile games.He was president,chief executive officer and chairman of the board of directors from 1996 to 1999 of Avid Technology,Inc.,a provider of digital tools for multimedia.He was chief executive officer and a board director from 1992 to 1995 of Qua

206、ntum Corp.,a mass storage company,where he was chairman for three years.From 1981 to 1992,he held various positions at Control Data Corp.,a supplier of computer hardware,software and services,including executive vice president and president,information services.He holds a BA degree in Communications

207、 and a JD degree from the University of Minnesota.Mr.Miller brings to the Board considerable leadership and corporate governance experience and an understanding of the roles and responsibilities of a corporate board.His financial expertise qualifies him to serve as an“audit committee financial exper

208、t”within the meaning of SEC rules.17MARK L.PERRYIndependent ConsultantAge:60Director Since:2005Committees:ACMark L.Perry serves on the boards of,and consults for,various companies and non-profit organizations.From 2012 to 2015,Mr.Perry served as an Entrepreneur-in-Residence at Third Rock Ventures,a

209、venture capital firm.He served from 2007 to 2011 as president and chief executive officer of Aerovance,Inc.,a biopharmaceutical company.He was an executive officer from 1994 to 2004 at Gilead Sciences,Inc.,a biopharmaceutical company,serving in a variety of capacities,including general counsel,chief

210、 financial officer,and executive vice president of operations,responsible for worldwide sales and marketing,legal,manufacturing and facilities;he was also its senior business advisor until 2007.From 1981 to 1994,Mr.Perry was with the law firm Cooley LLP,where he was a partner for seven years.He serv

211、es on the boards of directors of Global Blood Therapeutics,Inc.and MyoKardia,Inc.,both biopharmaceutical companies.Mr.Perry holds a BA degree in History from the University of California,Berkeley,and a JD degree from the University of California,Davis.Mr.Perry brings to the Board operating and finan

212、ce experience gained in a large corporate setting.He has varied experience in legal affairs and corporate governance,and a deep understanding of the roles and responsibilities of a corporate board.His financial expertise qualifies him to serve as an“audit committee financial expert”within the meanin

213、g of SEC rules.A.BROOKE SEAWELLVenture Partner,New Enterprise AssociatesAge:68Director Since:1997Committees:ACA.Brooke Seawell has served since 2005 as a venture partner at New Enterprise Associates,and was a partner from 2000 to 2005 at Technology Crossover Ventures.He was executive vice president

214、from 1997 to 1998 at NetDynamics,Inc.,an application server software company,which was acquired by Sun Microsystems,Inc.He was senior vice president and chief financial officer from 1991 to 1997 of Synopsys,Inc.,an electronic design automation software company.He serves on the board of directors of

215、Tableau Software,Inc.,a business intelligence software company,and several privately held companies.Mr.Seawell served on the board of directors of Glu Mobile,Inc.,a publisher of mobile games,from 2006 to 2014,and of Informatica Corp.,a data integration software company,from 1997 to August 2015.Mr.Se

216、awell is a member of the Stanford University Athletic Board and previously served on the Management Board of the Stanford Graduate School of Business.Mr.Seawell holds a BA degree in Economics and an MBA degree in Finance from Stanford University.Mr.Seawell brings to the Board operational expertise a

217、nd senior management experience,including knowledge of the complex issues facing public companies,and a deep understanding of accounting principles and financial reporting.His financial expertise qualifies him to serve as an“audit committee financial expert”within the meaning of SEC rules and his si

218、gnificant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.18MARK A.STEVENSManaging Partner,S-Cubed CapitalAge:56Director Since:2008(previously served 1993-2006)Committees:AC,NCGCMark A.Stevens has been the ma

219、naging partner of S-Cubed Capital,a private family office investment firm,since 2012.He was a managing partner from 1993 to 2011 of Sequoia Capital,a venture capital investment firm,where he had been an associate for the preceding four years.Previously,he held technical sales and marketing positions

220、 at Intel Corporation,and was a member of the technical staff at Hughes Aircraft Co.He served from 2006 to 2012 as a member of the board of directors of Alpha and Omega Semiconductor Limited.He is a Trustee of the University of Southern California and a part-time lecturer at the Stanford University

221、Graduate School of Business.Mr.Stevens holds a BSEE degree,a BA degree in Economics and an MS degree in Computer Engineering from the University of Southern California and an MBA degree from Harvard Business School.Mr.Stevens brings to the Board a deep understanding of the technology industry,and th

222、e drivers of structural change and high-growth opportunities.He provides valuable insight regarding corporate strategy development and the analysis of acquisitions and divestitures.His significant financial community experience gives the Board an understanding of the methods by which companies can i

223、ncrease value for their stockholders.19Information About the Board of Directors and Corporate GovernanceIndependence of the Members of the Board of DirectorsConsistent with the requirements of NASDAQ,our Corporate Governance Policies require our Board to affirmatively determine that a majority of ou

224、r directors do not have a relationship that would interfere with their exercise of independent judgment in carrying out their responsibilities and do meet any other qualification requirements required by the SEC and NASDAQ.After considering all relevant relationships and transactions,the Board deter

225、mined all members of the Board are“independent”as defined by NASDAQs rules and regulations,except for Jen-Hsun Huang,our president and CEO.Thus,as of the date of the mailing of this proxy statement,92%of the members of our Board are independent.The Board also determined that all members of our AC,CC

226、 and NCGC are independent under applicable NASDAQ listing standards.In addition,Messrs.McCaffery,Perry and Seawell of the AC are“audit committee financial experts”under SEC rules.Board Leadership StructureWe believe that all members of our Board should have an equal voice in the affairs and the mana

227、gement of the Company.Consistent with this philosophy,while our Bylaws and Corporate Governance Policies allow for the appointment of a chairperson of the board,we have chosen at this time not to have one.Given that we do not have a chairperson of the board,the Board believes that our stockholders a

228、re best served at this time by having a Lead Director,who is an integral part of our Board structure and a critical aspect of effective corporate governance.The independent directors consider the role and designation of the Lead Director on an annual basis.Mr.Miller has been our Lead Director since

229、May 2009.Mr.Miller brings considerable skills and experience,as described above,to the role.In addition,Mr.Miller is the chairperson of our NCGC,which affords him increased engagement with Board governance and composition.While our CEO has primary responsibility for preparing the agendas for Board m

230、eetings and presiding over the portion of the meetings of the Board where he is present,our Lead Director has significant 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 ind

231、ependent members of the Board can perform their duties responsibly while not interfering with the flow of our operations;Working with our CEO,seeking input from all directors,the CEO and other relevant management,as to the preparation of the agendas for Board and committee meetings;Advising the Boar

232、d on a regular basis as to the quality,quantity and timeliness of the flow of information requested by the Board from our management with the goal of providing what is necessary for the independent members of the Board to effectively and responsibly perform their duties,and,although our management i

233、s responsible for the preparation of materials for the Board,the Lead Director may specifically request the inclusion of certain material;and Coordinating,developing the agenda for,and moderating executive sessions of the independent members of the Board,and acting as principal liaison between the i

234、ndependent members of the Board and the CEO on sensitive issues.As discussed above,except for our CEO,our Board is comprised of independent directors.The active involvement of these independent directors,combined with the qualifications and significant responsibilities of our Lead Director,provide b

235、alance on the Board and promote strong,independent oversight of our management and affairs.Role of the Board in Risk OversightThe Board is responsible for overseeing risk management at NVIDIA.The Board exercises direct oversight of strategic risks to NVIDIA and other risk areas not delegated to one

236、of its committees.Our AC has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures.The AC also monitors compliance with certain legal and regulatory requirements and oversees the performance of our

237、internal audit function.Our NCGC monitors the effectiveness of our anonymous tip process and corporate governance guidelines,including whether they are successful in preventing illegal or improper liability-creating conduct.Our CC 20assesses and monitors whether any of our compensation policies and

238、programs has the potential to encourage excessive risk-taking.Management periodically reports to the Board or relevant committee,which provides guidance on risk assessment and mitigation.Each committee charged with risk oversight reports up to the Board on those matters.Corporate Governance Policies

239、 of the Board of DirectorsThe Board has documented our governance practices by adopting Corporate Governance Policies to ensure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent

240、of our management.The Corporate Governance Policies set forth the practices the Board follows with respect to board composition and selection,regular evaluations of the Board and its committees,board meetings and involvement of senior management,chief executive officer performance evaluation,and boa

241、rd committees and compensation.Our Corporate Governance Policies may be viewed under Corporate Governance in the Investor Relations section of our website at .Executive Sessions of the BoardAs required under NASDAQs listing standards,our independent directors have in the past met,and will continue t

242、o meet,regularly in scheduled executive sessions at which only independent directors are present.In Fiscal 2016,our independent directors met in executive session at all of the four regularly scheduled Board meetings.In addition,independent directors have in the past met,and will continue to meet,re

243、gularly in scheduled executive sessions with our CEO.In Fiscal 2016,our independent directors met in executive session with our CEO at two of the four regularly scheduled Board meetings.Director Attendance at Annual MeetingWe do not have a formal policy regarding attendance by members of the Board a

244、t our annual meetings.We generally schedule a Board meeting in conjunction with our annual meeting and expect that all of our directors will attend each annual meeting,absent a valid reason.Eleven of our twelve Board members attended our 2015 Meeting.Board Self-AssessmentsIn Fiscal 2016,the NCGC ove

245、rsaw an annual evaluation process,whereby outside corporate counsel for NVIDIA interviewed each director to obtain his or her evaluation of the Board as a whole,and of the committees on which he or she serves.The interviews solicited ideas from the directors about,among other things,improving qualit

246、y of Board and/or committee discussions on key matters,and identifying specific issues which should be discussed in the future.After these evaluations were complete,our outside corporate counsel summarized the results,provided a preview for our Lead Director and then submitted the summary for discus

247、sion by the NCGC.Action plans were developed by the NCGC and recommended for discussion by the full Board.In response to the evaluations conducted in Fiscal 2016,our Board added topics to the annual Board meeting agenda and expanded the list of materials that the Board should review at each Board me

248、eting.Director Orientation and Continuing EducationThe NCGC and our General Counsel are responsible for director orientation programs and for director continuing education programs to assist directors in maintaining the skills and knowledge necessary or appropriate for the performance of their respo

249、nsibilities.Orientation programs are designed to familiarize new directors with our businesses,strategies,and policies and to assist new directors in developing the skills and knowledge required for their service on the Board.Continuing education programs for directors may include a combination of i

250、nternally developed materials and presentations,programs 21presented by third parties,and financial and administrative support for attendance at qualifying academic or other independent programs.Director Stock Ownership GuidelinesThe Board believes that directors should hold a significant equity int

251、erest in NVIDIA.Our Corporate Governance Policies require each non-employee director to hold a number of shares of our common stock with a value equal to six times the annual cash retainer for Board service during the period in which he or she serves as a director(or six times the base salary,in the

252、 case of our CEO).The shares may include vested deferred stock and shares held in trust and by immediate family members.Non-employee directors had or have until the later of(i)the end of Fiscal 2016 or(ii)within five years of Board appointment,to reach the ownership threshold.The stock ownership gui

253、delines are intended to further align director interests with stockholder interests.Each of our non-employee directors holds shares of our common stock,and,with the exception of Dr.Drell and Mr.McCaffery,who joined our Board in March 2015,each of our non-employee directors currently meets or exceeds

254、 the stock ownership requirements.Hedging and Pledging PolicyOur directors and executive officers may not hedge their ownership of NVIDIA stock,including trading in options,puts,calls,or other derivative instruments related to NVIDIA stock or debt.Directors and executive officers may not purchase NV

255、IDIA stock on margin,borrow against NVIDIA stock held in a margin account,or pledge NVIDIA stock as collateral for a loan.Outside AdvisorsThe Board and each of its principal committees may retain outside advisors and consultants of their choosing at our expense.The Board need not obtain managements

256、consent to retain outside advisors.In addition,the principal committees need not obtain either the Boards or managements consent to retain outside advisors.Code of ConductWe have a Code of Conduct that applies to our executive officers,directors and employees,including our principal executive office

257、r,principal financial officer and principal accounting officer.We also have a Financial Team Code of Conduct that applies to our executive officers,directors and members of our finance,accounting and treasury departments.The Code of Conduct and the Financial Team Code of Conduct are available under

258、Corporate Governance in the Investor Relations section of our website at .If we make any amendments to the Code of Conduct or the Financial Team Code of Conduct or grant any waiver from a provision of either code to any executive officer or director,we will promptly disclose the nature of the amendm

259、ent or waiver on our website.We expect our directors,executives and employees to conduct themselves with the highest degree of integrity,ethics and honesty.Our credibility and reputation depend upon the good judgment,ethical standards and personal integrity of each director,executive and employee.In

260、 order to better protect us and our stockholders,we regularly review our Code of Conduct and related policies to ensure that they provide clear guidance to our directors,executives and employees.Corporate HotlineWe have established an independent corporate hotline to allow any employee to confidenti

261、ally and anonymously lodge a complaint about any accounting,internal control,auditing,Code of Conduct or other matter of concern(unless prohibited by local privacy laws for employees located in the European Union).22Stockholder Communications with the Board of DirectorsStockholders who wish to commu

262、nicate with the Board regarding nominations of directors or other matters may do so by sending written communications addressed to David M.Shannon,our Secretary,at NVIDIA Corporation,2701 San Tomas Expressway,Santa Clara,California 95050.All stockholder communications we receive that are addressed t

263、o 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 chairperson of the AC,CC or NCGC.Matters put forth by our stockholders will be reviewed by the NCGC,which will determine whether these matters should be p

264、resented to the Board.The NCGC will give serious consideration to all such matters and will make its determination in accordance with its charter and applicable laws.Nomination of DirectorsThe NCGC identifies,reviews and evaluates candidates to serve as directors and recommends candidates for electi

265、on to the Board.The NCGC may engage a professional search firm to identify and assist the NCGC in identifying,evaluating and conducting due diligence on potential director nominees.The NCGC conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidate

266、s after considering the function and needs of the Board.The NCGC meets to discuss and consider the candidates qualifications and then selects a nominee for recommendation to the Board.For an explanation of the factors the NCGC considers when evaluating candidates and the Board as a whole,please see

267、Director Qualifications above.The NCGC evaluates candidates proposed by stockholders using the same criteria as it uses for other candidates.Stockholders seeking to recommend a prospective nominee should follow the instructions under Stockholder Communications with the Board of Directors above.Stock

268、holder submissions must include the full name of the proposed nominee,a description of the proposed nominees business experience for at least the previous five years,complete biographical information,a description of the proposed nominees qualifications as a director and a representation that the no

269、minating stockholder is a beneficial or record owner of our stock.Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.Stockholders are advised to review our Bylaws and Corporate Governance Policies,whic

270、h contain the requirements for director nominations.The NCGC did not receive any stockholder nominations during Fiscal 2016.Majority Vote StandardOur Bylaws provide that in a non-contested election if the votes cast FOR an incumbent director do not exceed the number of WITHHOLD votes,such incumbent

271、director shall promptly tender his or her resignation to the Board.The NCGC will then review the circumstances surrounding the WITHHOLD vote and promptly make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken.The Board will act on th

272、e NCGCs recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the stockholder vote.In a contested election,which is an election in which the number of nominees exceeds the number of directors to be elected,our directors will be

273、 elected by a plurality of the shares represented at any such meeting or by proxy and entitled to vote on the election of directors at that meeting.Under this provision,the directors receiving the greatest number of FOR votes will be elected.23Board Meeting InformationThe Board met six times during

274、Fiscal 2016,and held a two day meeting,during which the Board discussed the strategic direction of NVIDIA,explored and discussed new business opportunities and the product roadmap,and addressed challenges facing NVIDIA.We expect each Board member to attend each meeting of the Board and the committee

275、s on which he or she serves.Each Board member attended 75%or more of the meetings of the Board and of each committee on which he or she served.Committees of the Board of DirectorsThe Board has three standing committees:an AC,a CC and a NCGC.Each of these committees operates under a written charter,w

276、hich may be viewed under Corporate Governance in the Investor Relations section of our website at .The composition and various functions of our committees are set forth below.Committee assignments are determined based on background and the expertise which individual directors can bring to a committe

277、e.Our Board believes that rotations among committees are a good corporate governance practice which allows all members to be more fully informed regarding the full scope of the Board and our activities.The Board intends to make periodic rotations in the future,but determined to maintain the existing

278、 committee membership for Fiscal 2017.24ACCCNCGCMembersMark L.Perry(Chair)Michael G.McCafferyA.Brooke SeawellMark A.StevensRobert K.Burgess(Chair)Tench CoxePersis S.DrellDawn HudsonHarvey C.JonesWilliam J.Miller(Chair)James C.GaitherHarvey C.JonesMark A.StevensMeetings inFiscal 2016963FunctionsOvers

279、ees our corporate accounting and financial reporting process;Oversees our internal audit function;Determines and approves the engagement,retention and/or termination of the independent registered public accounting firm,or any new independent registered public accounting firm;Evaluates the performanc

280、e of and assesses the qualifications of our independent registered public accounting firm;Reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;Confers with management and our independent registered public accou

281、nting firm regarding the results of the annual audit,the results of our quarterly financial statements and the effectiveness of internal control over financial reporting;Reviews the financial statements to be included in our quarterly report on Form 10-Q and annual report on Form 10-K;Reviews earnin

282、gs press releases,as well as the substance of financial information and earnings guidance provided to analysts on our quarterly earnings calls;Prepares the report required to be included by the SEC rules in our annual proxy statement or annual report on Form 10-K;andEstablishes procedures for the re

283、ceipt,retention and treatment of complaints we receive regarding accounting,internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.Reviews and approves our overall compensation stra

284、tegy 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 our CEO and other executive officers;Reviews and approves corporate performance goals and objectives relevant to the compensation of our

285、executive officers and other senior management;Reviews and approves the disclosure contained in CD&A and considers whether to recommend that it be included in the proxy statement and Form 10-K;Administers our stock option and purchase plans,variable compensation plans and other similar programs;andA

286、ssesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.Identifies,reviews and evaluates candidates to serve as directors;Recommends candidates for election to our Board;Makes recommendations to the Board regarding committee mem

287、bership and chairs;Assesses the performance of the Board and its committees;Reviews and assesses our corporate governance principles and practices;Monitors changes in corporate governance practices and rules and regulations;Approves related party transactions;Establishes procedures for the receipt,r

288、etention and treatment of complaints we receive regarding violations of our Code of Conduct;andMonitors the effectiveness of our anonymous tip process and corporate governance guidelines.25Director CompensationIn reviewing the compensation to be paid to our non-employee directors for the year starti

289、ng on the date of our 2015 Meeting,the CC consulted with Exequity and reviewed data from our Fiscal 2015 peer group.The CC subsequently recommended,and the Board approved a mix of cash and equity awards for our non-employee directors with an approximate annual value of$300,000.This value approximate

290、s the average total annual compensation,both cash and equity,paid by technology peer companies of similar size and market capitalization to their non-employee directors.We refer to this as the 2015 Program.We do not pay any additional fees for serving as a chairperson or member of Board committees o

291、r for meeting attendance.Cash Compensation Under the 2015 Program,the cash portion of the annual retainer,representing$75,000 on an annualized basis,was paid quarterly.Dr.Drell and Mr.McCaffery were each paid an additional$15,625 during Fiscal 2016,representing the pro-rated portion of their cash co

292、mpensation for their service on the Board from the date of their appointments in March 2015 to the date of our 2015 Meeting.Equity Compensation2015 ProgramUnder the 2015 Program,the value of the equity award,in the form of RSUs,or the 2015 Program RSUs,was$225,000.The number of shares subject to eac

293、h 2015 Program RSU equaled this value,divided by the average closing market price over the 60 calendar days ending the business day before the 2015 Meeting to smooth for any daily volatility.The 2015 Program RSUs were granted on the first trading day following the date of our 2015 Meeting.In order t

294、o correlate the vesting of the 2015 Program RSUs to the directors service on the Board and its committees over the following year,2015 Program RSUs vested as to 50%on November 18,2015(the third Wednesday in November 2015)and will vest as to the remaining 50%on May 18,2016(the third Wednesday in May

295、2016).If a directors service terminates due to death,his or her 2015 Program RSU grants will immediately fully vest.Non-employee directors do not receive dividend equivalents on unvested 2015 Program RSUs.Initial Grants and 2014 ProgramIn connection with Dr.Drells and Mr.McCafferys appointments to t

296、he Board in March 2015,each was granted on April 8,2015:(a)an initial RSU grant for 10,656 shares,which vests as to 1/6th of the shares approximately every six months,or the Initial RSUs,and(b)a RSU grant for 2,361 shares as compensation for their service on the Board and committees through the date

297、 of the 2015 Meeting,which vested in full on May 20,2015,or the 2014 Program RSUs.If Dr.Drells or Mr.McCafferys service terminates due to death,her or his RSU grants will immediately fully vest.They do not receive dividend equivalents on unvested RSUs.Deferral of SettlementNon-employee directors cou

298、ld elect to defer settlement of RSUs upon vesting,to be issued on the earliest of(a)the date of the directors“separation from service”(as defined under Treasury Regulation Section 1.409A-1(h),unless a six month delay would be required under such Section,(b)the date of a change in control of NVIDIA t

299、hat also would constitute a“change in control event”(as defined under Treasury Regulation Section 1.409A-3(i)(5),and(c)the third Wednesday in March of the year elected by the director,which year must have been or be no earlier than(i)2016 for the 2014 Program RSUs,(ii)2017 for the 2015 Program RSUs

300、and(iii)2019 for the Initial RSUs.Messrs.Burgess,Gaither,Jones,McCaffery and Miller,Ms.Hudson and Dr.Drell elected to defer settlement of the RSUs granted during Fiscal 2016.26Other Compensation/BenefitsOur non-employee directors are also reimbursed for expenses incurred in attending Board and commi

301、ttee meetings,as well as in attending continuing educational programs pursuant to our Corporate Governance Policies.Directors who are also employees do not receive any fees or equity compensation for service on the Board.We do not offer change-in-control benefits to our directors,except for the chan

302、ge-in-control vesting acceleration provisions in our equity plans that are applicable to all holders of stock awards under such plans in the event that an acquiring company does not assume or substitute for such outstanding stock awards.Fiscal 2016 Compensation The following table provides informati

303、on regarding Fiscal 2016 compensation for non-employee directors:Director Compensation for Fiscal 2016NameFees Earned orPaid in Cash($)Stock Awards($)(1)All OtherCompensation($)Total($)Robert K.Burgess.75,000210,9047,355(4)293,259Tench Coxe.75,000210,904285,904Persis S.Drell(2).71,875486,989(3)558,8

304、64James C.Gaither.75,000210,9047,355(4)293,259Dawn Hudson.75,000210,904285,904Harvey C.Jones.75,000210,904285,904Michael G.McCaffery(2).71,875486,989(3)558,864William J.Miller.75,000210,904285,904Mark L.Perry.75,000210,904285,904A.Brooke Seawell.75,000210,904285,904Mark A.Stevens.75,000210,904285,90

305、4 _(1)On May 21,2015,each non-employee director received his or her 2015 Program RSU grant for 10,283 shares.Amounts shown in this column do not reflect dollar amounts actually received by the director.Instead,these amounts reflect the aggregate full grant date fair value calculated in accordance wi

306、th FASB Accounting Standards Codification Topic 718,or FASB ASC Topic 718,for awards granted during Fiscal 2016.The assumptions used in the calculation of values of the awards are set forth under Note 2 to our consolidated financial statements titled“Stock-Based Compensation”in our Form 10-K.The gra

307、nt date fair value per share for these awards as determined under FASB ASC Topic 718 was$20.51.(2)Dr.Drell and Mr.McCaffery joined the Board in March 2015.(3)On April 8,2015,Dr.Drell and Mr.McCaffery each received:(a)in connection with their appointments,an initial RSU grant for 10,656 shares,with a

308、 grant date fair value per share as determined under FASB ASC Topic 718 of$21.03,and(b)as compensation for their service on the Board and committees through the date of the 2015 Meeting,an RSU grant for 2,361 shares,with a grant date fair value per share as determined under FASB ASC Topic 718 of$22.

309、02.(4)Represents payment of accrued dividend equivalents on vested RSUs granted in Fiscal 2014 where settlement had been deferred until Fiscal 2016.27The following table provides information regarding the aggregate number of RSUs and stock options held by each of our non-employee directors as of Jan

310、uary 31,2016:NameRSUsStock OptionsNameRSUsStock OptionsRobert K.Burgess.10,28366,041Michael G.McCaffery.23,300Tench Coxe.5,142246,885William J.Miller.22,491167,820Persis S.Drell.23,300Mark L.Perry.5,14235,000James C.Gaither.22,491122,269A.Brooke Seawell.5,142167,820Dawn Hudson.17,493105,177Mark A.St

311、evens.5,142120,942Harvey C.Jones.22,49128Review of Transactions with Related PersonsIt is our policy that all employees,officers and directors must avoid any activity that is in conflict with,or has the appearance of conflicting with,our interests.This policy is included in our Code of Conduct and o

312、ur Financial Team Code of Conduct.We conduct a review of all related party transactions for potential conflict of interest situations on an ongoing basis and all transactions involving executive officers or directors must be approved by the NCGC or another independent body of the Board.Except as dis

313、cussed below,we did not conduct any transactions with related persons in Fiscal 2016 that would require disclosure in this proxy statement or approval by the NCGC.Transactions with Related PersonsWe have entered into indemnity agreements with our executive officers and directors which provide,among

314、other things,that we will indemnify such executive officer or director,under the circumstances and to the extent provided for therein,for expenses,damages,judgments,fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of

315、 his or her position as a director,executive officer or other agent of NVIDIA,and otherwise to the fullest extent permitted under Delaware law and our bylaws.We intend to execute similar agreements with our future executive officers and directors.See the section below titled Employment,Severance and

316、 Change-in-Control Arrangements for a description of the terms of the 2007 Plan,related to a change-in-control of NVIDIA.During Fiscal 2016,we have granted RSUs to our non-employee directors,and RSUs and PSUs to our executive officers.See the section above titled Director Compensation and the sectio

317、n below titled Executive Compensation.29Security Ownership of Certain Beneficial Owners and ManagementThe following table sets forth information as of January 31,2016 as to shares of our common stock beneficially owned by each of our NEOs,each of our directors,all of our directors and executive offi

318、cers as a group,and all known by us to be beneficial owners of 5%or more of our common stock.Beneficial ownership is determined in accordance with the SECs rules and generally includes voting or investment power with respect to securities as well as shares of common stock subject to options exercisa

319、ble,or PSUs or RSUs that will vest,within 60 days of January 31,2016.This table is based upon information provided to us by our executive officers and directors.Information about principal stockholders,other than percentages of beneficial ownership,is based solely on Schedules 13G/A filed with the S

320、EC.Unless otherwise indicated and subject to community property laws where applicable,we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned.Percentages are based on 538,513,027 shares of our common

321、stock outstanding as of January 31,2016,adjusted as required by SEC rules.Name of Beneficial OwnerShares OwnedShares IssuableWithin 60 DaysTotal SharesBeneficiallyOwnedPercentNEOs:Jen-Hsun Huang.21,518,474(1)2,570,87424,089,3484.45%Colette M.Kress.41,85293,500135,352*Ajay K.Puri.135,415382,454517,86

322、9*David M.Shannon.203,572(2)373,137576,709*Debora Shoquist.58,945128,729187,674*Directors,not including CEO:Robert K.Burgess.45,79666,041111,837*Tench Coxe.1,559,874(3)246,8851,806,759*Persis S.Drell.2,3612,361*James C.Gaither.175,791(4)134,477310,268*Dawn Hudson.6,10496,843102,947*Harvey C.Jones.82

323、4,490(5)12,208836,698*Michael G.McCaffery.2,3612,361*William J.Miller.302,808(6)167,820470,628*Mark L.Perry.100,937(7)35,000135,937*A.Brooke Seawell.160,000(8)167,820327,820*Mark A.Stevens.1,873,905(9)120,9421,994,847*Directors and executive officers as a group(16 persons)27,007,963(10)4,601,45231,6

324、09,4155.82%5%Stockholders:FMR LLC.80,699,998(11)80,699,99814.99%The Vanguard Group,Inc.45,325,807(12)45,325,8078.42%BlackRock,Inc.36,216,630(13)36,216,6306.73%PRIMECAP Management Company.29,067,675(14)29,067,6755.40%_30*Represents less than 1%of the outstanding shares of our common stock.(1)Includes

325、(i)19,222,520 shares of common stock held by Jen-Hsun Huang and Lori Huang,as co-trustees of the Jen-Hsun and Lori Huang Living Trust,u/a/d May 1,1995,or the Huang Trust;(ii)1,237,239 shares of common stock held by J.and L.Huang Investments,L.P.,of which the Huang Trust is the general partner;and(ii

326、i)557,000 shares of common stock held by The Huang 2012 Irrevocable Trust,of which Mr.Huang and his wife are co-trustees.By virtue of their status as co-trustees of the Huang Trust and The Huang 2012 Irrevocable Trust,each of Mr.Huang and his wife may be deemed to have shared beneficial ownership of

327、 the shares referenced in(i)-(iii),and to have shared power to vote or to direct the vote or to dispose of or direct the disposition of such shares.(2)Includes 110,800 shares of common stock held by the Shannon Revocable Trust,of which Mr.Shannon and his wife are co-trustees and of which Mr.Shannon

328、exercises shared voting and investment power.(3)Includes(i)171,312 shares of common stock held in a retirement trust over which Mr.Coxe exercises sole voting and investment power,and(ii)1,335,421 shares of common stock held in the Coxe Revocable Trust,of which Mr.Coxe and his wife are co-trustees an

329、d of which Mr.Coxe exercises shared voting and investment power.Mr.Coxe disclaims beneficial ownership in the shares held in the retirement trust and by the Coxe Revocable Trust,except to the extent of his pecuniary interest therein.(4)Includes 158,484 shares of common stock held by the James C.Gait

330、her Revocable Trust U/A/D 9/28/2000,of which Mr.Gaither is the trustee and of which Mr.Gaither exercises sole voting and investment power.(5)Represents(i)758,970 shares of common stock held in the H.C.Jones Living Trust,of which Mr.Jones is trustee and of which Mr.Jones exercises sole voting and inv

331、estment power,and(ii)(a)21,840 shares of common stock owned by the Gregory C.Jones Trust,of which Mr.Jones is co-trustee and of which Mr.Jones exercises shared voting and investment power,(b)21,840 shares of common stock owned by the Carolyn E.Jones Trust,of which Mr.Jones is a co-trustee and of whi

332、ch Mr.Jones exercises shared voting and investment power and(c)21,840 shares of common stock owned by the Harvey C.Jones III Trust,of which Mr.Jones is a co-trustee and of which Mr.Jones exercises shared voting and investment power,collectively,the Jones Children Trusts.Mr.Jones disclaims beneficial

333、 ownership of the 65,520 shares of common stock held by the Jones Children Trusts,except to the extent of his pecuniary interest therein.(6)Represents shares of common stock held by the Millbor Family Trust,of which Mr.Miller and his wife are co-trustees and of which Mr.Miller exercises shared voting and investment power.(7)Includes 50,000 shares of common stock held by The Perry&Pena Family Trust