英偉達NVIDIA (NVDA) 2010年年度報告「NASDAQ」.pdf

《英偉達NVIDIA (NVDA) 2010年年度報告「NASDAQ」.pdf》由會員分享，可在線閱讀，更多相關《英偉達NVIDIA (NVDA) 2010年年度報告「NASDAQ」.pdf（201頁珍藏版）》請在三個皮匠報告上搜索。

1、NVIDIA CORPORATION 2010NVIDIA CORPORATION2010LETTER TO STOCKHOLDERSNotice of 2010 Annual Meeting Proxy Statement and Annual Report on Form 10-K01LETTER TO OUR STOCKHOLDERS It would be an understatement to characterize fiscal 2010 as challenging.The global recession dramatically impacted sales and pu

2、shed us into the red for the years first two quarters.We responded quickly.We cut spending,postponed lower-priority investments and resized for a prolonged downturn.Our employees supported pay cuts,enabling us to avoid further layoffs.And senior leaders cut their cash pay nearly by half.Such sacrifi

3、ces enabled us to sustain investments in the projects we believe in.By mid-year,we were back on track.And by the fourth quarter,revenue recovered to$983 million,more than double that of a year earlier,with a profit of$131 million.For the full year,revenue declined 3 percent to$3.33 billion,with a lo

4、ss of$68 million.Despite the years difficulties,we did some of our best work ever,extending our role as the world leader in visual-computing technologies.We expect strong,profitable growth as we look ahead to fiscal 2011.GPU REVOLUTION SHIFTS INTO HIGH GEARA LETTER TO OUR STOCKHOLDERS Jen-Hsun Huang

5、 President,CEO and Co-FounderGenerating photorealistic worlds in real-time has been one of our ongoing pursuits.For certain applications such as custom-configuring cars and home furnishings anything short of photorealistic representation is inadequate.That goal has eluded us,until now.This year,we i

6、ntroduced the worlds first real-time ray tracing solution on our GPUs,which does in seconds what previously took hours for PC servers to accomplish.Ray tracing generates computer images based on simulating the actual physical properties of light.By replicating how light reflects,refracts or becomes

7、absorbed,we are able to generate amazingly realistic images.The day is coming when consumers will be able to choose every detail of their car,from paint down to leather stitching,and inspect a photorealistic image of the final product,from any angle and varying lighting conditions.Imagine a computer

8、-generated image so real you want to reach out and touch it.Or a world so immersive you feel it all around you.Just as millions of movie-goers have enjoyed the groundbreaking 3D experience of Avatar,we imagined how amazing it would be for gamers,designers and scientists if we made 3D possible on the

9、ir computer.To deliver this,we created NVIDIA 3D Vision,a package that incorporates new technologies for digital LCD panels,software and specialized shutter glasses.Its adoption has been fantastic.By year end,I expect most major OEMs to offer PCs,notebooks and workstations with this technology.Not l

10、ong ago,our efforts to create technologies that transform a basic PC into a great computer with beautiful graphics were largely of interest to designers and gamers.Today,theyre relevant for nearly everyone.The visual experience is increasingly central to how we use our computer whether streaming hig

11、h definition video from YouTube,making a family vacation movie,playing Farmville on Facebook,or operating a computer with a touch-based user interface.Demand for graphics processing units(GPUs)is growing strongly.And we have developed brands to meet the needs of specific market segments:GEFORCE acce

12、lerates a consumer PC delivering snappy performance for those who play games,create photo albums or enjoy movies on the Web.NVIDIA ION supercharges a netbook allowing it to play great multimedia.QUADRO transforms a PC into a powerful workstation making it capable of visualizing the largest,most comp

13、lex designs.TESLA turns a basic PC server into an affordable supercomputer opening the multi-million unit server market to our GPUs for the first time.TEGRA revolutionizes mobile computing fueling handheld devices and embedded systems in cars,digital signage,and just about anything else with a displ

14、ay.If the CPU is the brain of the computer,the GPU is its soul.The CPU executes computer programs serially.The GPU performs trillions of calculations in parallel to create beautiful imagery.A computer with both can utilize the best for each task.A state-of-the-art GPU is massively complex,requiring

15、hundreds of engineers and hundreds of millions of dollars to develop.Its one of the computer industrys greatest challenges,demanding excellence in science and technology,along with an artistic sensibility.Our work with GPUs brings to life fantastic game worlds.It enables artists to realize their ima

16、ginations;designers to create new products;and scientists to simulate the real world,from subatomic particles to stars at the edge of the universe.We recently took a significant step toward realizing the GPUs full potential by announcing a new chip architecture called Fermi,the result of more than a

17、 million man-hours of development.The first NVIDIA Fermi-based GPU has three billion transistors forming 512 parallel cores offering eight times the floating-point performance of the previousVISUAL EXPERIENCE NOW CENTRAL LETTER TO OUR STOCKHOLDERS 033D:THE NEXT DIMENSIONNVIDIA 3D Vision incorporates

18、 shutter glasses and software to produce 3D images that jump off the screen with startling realism.We introduced a ray tracing solution that renders photorealistic images virtually in real time.NVIDIA Fermi is the first GPU designed from the ground up for parallel computing.generation.The decades-ol

19、d computing approach has been to make serial CPU cores ever faster.That will always be adequate for information-oriented computing tasks,like office automation.But it cant address a new class of emerging applications where data doesnt describe the contents of a spreadsheet but a slice of our world.S

20、cientists fighting cancer want to harness computers to simulate how cells mutate.Law-enforcement officials want surveillance systems that can identify a person in a teeming airport.Physicians want finely detailed images to help detect disease.Each demands a powerful computing approach,capable of pro

21、cessing massive amounts of information.To meet the challenge,we created a new breed of parallel-processing GPUs.They work not just with the geometry and pixels of an image but with numerical data of any kind.We call this parallel computing architecture CUDA.It is one of the most important things wev

22、e ever created.Rapid adoption of our CUDA architecture reflects the pent-up demand for parallel computing.There are now 60,000 active developers around the world.More than 300 universities in 39 countries teach it,with another added every other day.Its thrilling for me to see researchers use CUDA to

23、 further their work in a wide range of fields,from life sciences and computer vision to energy discovery and quantum chemistry.A scientist in Japan studying tsunamis told me that CUDA is the second great surprise of his career;the first was when he first programmed a Cray-1 supercomputer.A quantum p

24、hysicist in Taiwan shared that CUDA will enable him to see his lifes work achieved within his own lifetime;he believes that we have effectively invented a modern electron microscope that lets him see,through mathematical simulations,the behavior of subatomic particles with his computer.Our Tegra pro

25、cessor is about the size of a stick of chewing gum.Scientists at Massachusetts Institute of Technology use CUDA for their work in rapid detection of individuals in crowded places,such as airports.University of Virginia researchers use CUDA to greatly accelerate the detection and tracking of white bl

26、ood cells in video microscopy.At Italys Universita di Salerno,work is being done to model the behavior of millions of individual fish in studies into schooling behavior.05LETTER TO OUR STOCKHOLDERS THE WORLD IS PARALLELTEGRA:OUR MOST PERSONAL COMPUTEROver the past decade,we have come to take the ben

27、efits of the Web for granted.Now that its integral to our lives,we want it with us all the time,which is possible with Wi-Fi and 3G networks.All thats needed is a mobile processor providing the performance of a PC and the battery life of a mobile phone.This is why we created Tegra,a complex system-o

28、n-a-chip with eight independent and specialized processors.Designed from the ground up to sip tiny amounts of energy,Tegra consumes 50 times less power than the average PC notebook chip,leading to days of battery life.Among the most exciting developments in computing is the tablet.Tablets incorporat

29、ing Tegra processors will enable individuals to enjoy HD movies,play games,and make video phone calls.They will facilitate the rise of modern publications with embedded video and reinvent how we enjoy books,magazines,and newspapers.And because Tegra runs Flash,they will transport users to any of the

30、 100 million websites around the world,from anywhere.CUDA received a powerful endorsement this year when Oak Ridge National Laboratory,the largest open research supercomputing center in the United States,announced that it intends to build the worlds fastest supercomputer using our GPUs.They expect i

31、t to be 10-times more powerful than todays fastest supercomputer.Using CUDA GPUs to do parallel processing is not only more powerful.Its also much more cost effective and power efficient than traditional CPU clusters.Nearly every computer company is working with us to offer CUDA GPUs in servers and

32、workstations.We believe that tablets will become our most personal computer,delivering rich Web experiences anywhere,anytime.Jen-Hsun HuangNVIDIA CorporationApril 2010THE LARGER COMMUNITYSome companies cut back community and charitable giving during the recession.But this is precisely when the less

33、fortunate most need our help.Last year,more than half of our 5,700 global employees participated in a charitable activity near their office.We continued our tradition of Project Inspire,where employees forego office holiday parties and use the funds to hold an event to benefit the community.In Santa

34、 Clara,we welcomed 1,000 employees and community members to transform a local elementary school and community center.We installed computers in every classroom and worked side by side with local residents to improve their neighborhood by painting and landscaping.In China and Taiwan,our employees cont

35、inue to work closely with low-income schools to provide tutoring in English and computer skills.And in India,NVIDIA employees have adopted schools for the visually impaired,teaching students how to use computers and providing other opportunities for this often neglected segment.It gives me great pri

36、de to see NVIDIA employees around the world open their hearts to others,and to know that their care for others is equaled by their passion to create technologies that change the world.07I believe we are better poised for growth than ever.Major trends are lining up with the investments weve made over

37、 the years,positioning us squarely at the center of key growth opportunities.FIRST,VISUAL COMPUTING.Our computing experience is increasingly graphical and visual.NVIDIA Fermi is a revolutionary architecture and starts an exciting new product cycle.SECOND,PARALLEL COMPUTING.New applications that simu

38、late and analyze the world around us require processing power that is hundreds of times greater than that of CPUs.GPUs will be used for general purpose parallel computing and included in the millions of servers built each year.THIRD,MOBILE COMPUTING.We are at the beginning of the next computing revo

39、lution,in which mobile devices become our most personal computers.Expect to see Tegra processors in tablets,phones,and cars in the near future.LETTER TO OUR STOCKHOLDERS GROWTH OPPORTUNITIES AHEAD1002009201020112012200300400500PCs 10020092008Source:GartnerSource:GartnerSource:Jon Peddie ResearchSour

40、ce:Strategy Analytics and ABI Research2008201020112012200300400500SMARTPHONESUNITS IN MILLIONS2.5200920082010201120123.03.54.04.5WORKSTATIONS02009200820102011201220406080MOBILE&AUTO31MAR2010233543151APR201017163313NVIDIA CORPORATIONHeadquartersMeeting Location2701 SAN TOMAS EXPRESSWAY2800 SCOTT BOUL

41、EVARDSANTA CLARA,CALIFORNIA 95050SANTA CLARA,CALIFORNIA 95050Online L OF ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON MAY 19,2010Dear Stockholder:You are cordially invited to attend the Annual Meeting of Stockholders of NVIDIA Corporation whichwill take place on Wednesday,May 19,2010,at 9:00 a.m.paci

42、fic daylight time,for the following purposes:1.To elect three directors nominated by the Board of Directors to hold office until our 2013 AnnualMeeting of Stockholders described in the attached proxy statement.2.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered publ

43、icaccounting firm for our fiscal year ending January 30,2011.3.To conduct any other business properly brought before the Annual Meeting.You can attend our 2010 Annual Meeting in person by going to Building E of our headquarters locatedat 2800 Scott Boulevard,Santa Clara,California 95050.Please see t

44、he map at the end of the attached proxystatement for directions to Building E of our headquarters.In the alternative,you can attend the AnnualMeeting online and vote your shares and submit your questions electronically during the meeting by items of business are more fully described in the attached

45、proxy statement.Only stockholders whoowned our stock at the close of business on March 22,2010 may vote at the 2010 Annual Meeting or anyadjournments,continuations or postponements of the meeting.We are pleased to take advantage of the U.S.Securities and Exchange Commission rule that allowscompanies

46、 to furnish proxy materials to their stockholders over the Internet.On or about April 6,2010,wemailed to our stockholders(other than those who previously requested electronic or paper delivery)a Noticeof Internet Availability of Proxy Materials,or the Notice,containing instructions on how to access

47、our proxymaterials,including our proxy statement and annual report.The Notice also instructs you on how to accessyour proxy card to vote over the Internet.Your vote is important.Whether or not you plan to attend the2010 Annual Meeting,PLEASE VOTE YOUR SHARES.We look forward to seeing you at the 2010

48、 Annual Meeting.By Order of the Board of DirectorsDavid M.ShannonSecretarySanta Clara,CaliforniaApril 6,2010Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting to be Held on May 19,2010.This Notice,Proxy Statement,our Annual Report on Form 10-K and our Stockholder Le

49、ttercan be accessed electronically at of ContentsPageQUESTIONS AND ANSWERS.1PROPOSAL 1ELECTION OF DIRECTORS.7INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATEGOVERNANCE.10COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.20DIRECTOR COMPENSATION.20PROPOSAL 2RATIFICATION OF SELECTION OF

50、 INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.22AUDIT COMMITTEE AND INDEPENDENT AUDITOR INFORMATION.23SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.25EXECUTIVE COMPENSATION.28Compensation Discussion and Analysis.28Risk Analysis of our Compensation Plans.41Summar

51、y Compensation Table For Fiscal Years 2010,2009 and 2008.42Grants of Plan-Based Awards For Fiscal Year 2010.43Outstanding Equity Awards as of January 31,2010.46Option Exercises and Stock Vested in Fiscal Year 2010.49Employment,Severance And Change-In-Control Agreements.49Potential Payments Upon Term

52、ination or Change-In-Control.50COMPENSATION COMMITTEE REPORT.51EQUITY COMPENSATION PLAN INFORMATION.51ADDITIONAL INFORMATION.53Review of Transactions With Related Persons.53Transactions With Related Persons.53Section 16(A)Beneficial Ownership Reporting Compliance.53Other Matters.53ProxyNVIDIA CORPOR

53、ATION2701 San Tomas ExpresswaySanta Clara,California 95050Proxy StatementFor the 2010 Annual Meeting of StockholdersMay 19,2010QUESTIONS AND ANSWERSWhy am I receiving these materials?Your proxy is being solicited on behalf of the Board of Directors,or the Board,of NVIDIACorporation,a Delaware corpor

54、ation.Your proxy is for use at our 2010 Annual Meeting ofStockholders,or the 2010 Annual Meeting,to be held on Wednesday,May 19,2010,at 9:00 a.m.pacificdaylight time.This proxy statement contains important information regarding the 2010 Annual Meeting,the proposals on which you are being asked to vo

55、te,information you may find useful in determininghow to vote and voting procedures.How can I attend the 2010 Annual Meeting?You can attend our 2010 Annual Meeting in person or you can attend and participate via theInternet.Attending In Person.Our 2010 Annual Meeting will take place in Building E of

56、our headquarterslocated at 2800 Scott Boulevard,Santa Clara,California 95050.Our principal executive offices arelocated at 2701 San Tomas Expressway,Santa Clara,California 95050,and our telephone number is(408)486-2000.Please see the map at the end of this proxy statement for directions to the 2010A

57、nnual Meeting.Attending and Participating Online.We are very pleased to allow our stockholders the opportunity toattend our 2010 Annual Meeting via the Internet this year at may vote and submit questions while attending the meeting on the Internet.You willneed the 12-digit control number included on

58、 your Notice or proxy card(if you received a printed copyof the proxy materials)to enter the meeting via the Internet.Instructions on how to attend andparticipate via the Internet,including how to demonstrate proof of stock ownership,are posted can also listen to the Annual Meeting live at archived

59、copy of the webcast will be available at through June 4,2010.Why did I receive a Notice in the mail regarding the Internet availability of proxy materials this yearinstead of a full set of proxy materials?We are pleased to take advantage of the U.S.Securities and Exchange Commission,or SEC,rulethat

60、allows companies to furnish their proxy materials over the Internet.On or about April 6,2010,wesent stockholders who own our common stock at the close of business on March 22,2010(other thanthose who previously requested electronic or paper delivery)a Notice of Internet Availability of ProxyMaterial

61、s,or the Notice,containing instructions on how to access our proxy materials,including ourproxy statement and our fiscal year 2010 annual report.The Notice also instructs you on how to accessyour proxy card to vote over the Internet or by telephone.In addition,the Notice contains instructionson how

62、to request a paper copy of our proxy materials,including this proxy statement,our fiscal year2010 annual report and a form of proxy card or voting instruction card.The Notice also providesinstructions on how you can elect to receive future proxy materials electronically or in printed form bymail.If

63、you choose to receive future proxy materials electronically,you will receive an email next year1Proxywith instructions containing a link to the proxy materials and a link to the proxy voting site.Yourelection to receive proxy materials electronically or in printed form by mail will remain in effect

64、untilyou terminate such election.We believe that this process allows us to provide our stockholders with theinformation they need in a more timely manner,while reducing the environmental impact and loweringthe costs of printing and distributing our proxy materials.Why did I receive a full set of pro

65、xy materials in the mail instead of a Notice regarding the Internetavailability of proxy materials?We are providing stockholders who have previously requested to receive paper copies of the proxymaterials with paper copies of the proxy materials instead of a Notice.If you would like to reduce theenv

66、ironmental impact and the costs incurred by us in mailing proxy materials,you may elect to receiveall future proxy materials electronically via email or the Internet.If you make this election,you will receive an email message shortly after the proxy statement isreleased containing the Internet link

67、to access our Notice,proxy statement and annual report.Theemail also will include instructions for voting on the Internet.In order to receive these materials electronically,you must follow the applicable procedure below:Stockholders of Record.If you are a stockholder of record,you can choose to rece

68、ive our futureproxy materials electronically by following the instructions to vote on the Internet at and when prompted,indicate that you agree to access stockholder communications electronically infuture years.Street Name Holders.If your shares are held in street name,you can choose to receive our

69、futureproxy materials electronically by visiting choice to receive proxy materials electronically will remain in effect until you contact ourInvestor Relations Department and tell us otherwise.You may visit the Investor Relations section ofour website at ,send an electronic mail message to orcontact

70、 our Investor Relations Department by mail at 2701 San Tomas Expressway,Santa Clara,California 95050.The SEC has enacted rules that permit us to make available to stockholders electronic versions ofthe proxy materials even if the stockholder has not previously elected to receive the materials in thi

71、smanner.We have chosen this option in connection with the 2010 Annual Meeting,and if you have notpreviously requested to receive electronic or paper delivery,you should have received by mail,a Noticeinstructing you how to access the materials on the Internet and how to vote your shares.Who can vote

72、at the 2010 Annual Meeting?Stockholders of record at the close of business on March 22,2010,the record date,will be entitledto vote at the 2010 Annual Meeting.On each matter to be voted upon,stockholders have one vote foreach share of NVIDIA common stock owned by such stockholder as of March 22,2010

73、.On the recorddate,there were 569,017,105 shares of common stock outstanding and entitled to vote.A list ofstockholders entitled to vote at the 2010 Annual Meeting will be available at our headquarters,2701San Tomas Expressway,Santa Clara,California for 10 days prior to the 2010 Annual Meeting.If yo

74、uwould like to view the stockholder list,please call our Stock Administration Department at(408)486-2000 to schedule an appointment.2What is the difference between a stockholder of record and a beneficial owner?Stockholder of Record.You are a stockholder of record if at the close of business on Marc

75、h 22,2010 your shares were registered directly in your name with BNY Mellon Shareowner Services,ourtransfer agent.Beneficial Owner.You are a beneficial owner if your shares were held through a broker or othernominee and not in your name at the close of business on March 22,2010.Being a beneficial ow

76、nermeans that,like most of our stockholders,your shares are held in street name and your broker sendsthe Notice or the proxy materials to you.As a beneficial owner,your broker or other nominee is thestockholder of record of your shares.You have the right to direct your broker on how to vote theshare

77、s in your account.However,because you are not the stockholder of record,if you would like tovote your shares in person or online at the 2010 Annual Meeting you must obtain a legally valid proxyfrom your broker prior to the 2010 Annual Meeting.Because of a change in New York StockExchange,or NYSE,rul

78、es,your broker will not be able to vote your shares on the election of directorsunless they receive specific instructions from you.Therefore,you MUST give your broker instructionsin order for your vote to be counted on the proposal to elect directors.We strongly encourage you tovote.What am I voting

79、 on?There are two matters scheduled for a vote:1.To elect three directors nominated by the Board of Directors to hold office until our 2013Annual Meeting of Stockholders;and2.To ratify the selection of PricewaterhouseCoopers LLP as our independent registeredpublic accounting firm for our fiscal year

80、 ending January 30,2011.In addition,you are entitled to vote on any other matters that are properly brought before the2010 Annual Meeting.How do I vote?You may either vote FOR any nominee to the Board,you may WITHHOLD your vote for anynominee or you may ABSTAIN from voting for any nominee.For each o

81、ther matter to be voted on,you may vote FOR or AGAINST or ABSTAIN from voting.Stockholder of Record.If you are a stockholder of record,there are four ways for you to voteyour shares.In Person.You may vote in person by coming to the 2010 Annual Meeting.Even if you plan toattend the 2010 Annual Meetin

82、g,we urge you to vote by proxy prior to the 2010 Annual Meeting toensure your vote is counted.By Proxy.If you received printed proxy materials,you may submit your proxy by mail by signingyour proxy card.If you provide specific voting instructions,your shares will be voted as you haveinstructed.By Te

83、lephone or Internet.You may submit your proxy by following the instructions provided in theNotice to vote over the Internet.If you received a printed version of the proxy materials by mail,youmay submit your proxy by following the instructions provided with your proxy materials and on yourproxy card

84、 to vote over the Internet or by telephone.Beneficial Owner.If you are a beneficial owner,you should have received a Notice or votinginstructions from your broker.You should follow the instructions in the Notice or voting instructions in3Proxyorder to instruct your broker on how to vote your shares.

85、The broker holding your shares may allowyou to deliver your voting instructions by telephone or over the Internet.If your Notice or votinginstructions do not include telephone or Internet instructions,please complete and return your Noticeor voting instructions promptly by mail.To vote in person or

86、online at the 2010 Annual Meeting,youmust obtain a valid proxy from your broker.What is a broker non-vote?Broker non-votes occur when a beneficial owner of shares held in street name does not giveinstructions to the broker or nominee holding the shares as to how to vote on matters deemednon-routine.

87、Generally,if shares are held in street name,the beneficial owner of the shares isentitled to give voting instructions to the broker or nominee holding the shares.If the beneficial ownerdoes not provide voting instructions,the broker or nominee can still vote the shares with respect tomatters that ar

88、e considered to be routine,but not with respect to non-routine matters.Under therules and interpretations of the NYSE,non-routine matters are matters that may substantially affectthe rights or privileges of stockholders,such as mergers,stockholder proposals and,for the first timethis year,under a ne

89、w amendment to the NYSE rules,elections of directors,even if not contested.How are votes counted?Votes will be counted by the inspector of election appointed for the 2010 Annual Meeting,whowill separately count FOR votes,AGAINST votes,abstentions and broker non-votes.With regard toProposal 1,the ele

90、ction of three members to our Board named in this proxy statement,you maywithhold your vote for a particular nominee.The number of WITHHOLD votes will also be counted bythe inspector of election.You may also choose to abstain.Shares not present at the meeting,sharesvoting ABSTAIN and broker non-vote

91、s will have no effect on the election of directors.If you are a stockholder of record and you returned a signed and dated proxy card withoutmarking any voting selections,your shares will be voted FOR proposal numbers one and two.If anyother matter is properly presented at the 2010 Annual Meeting,eit

92、her Jen-Hsun Huang or David M.Shannon as your proxy will vote your shares using his best judgment.May I change my vote after submitting my proxy?Yes.If you are a stockholder of record,you may revoke your proxy at any time before the finalvote at the 2010 Annual Meeting in any one of the following fo

93、ur ways:you may submit another properly completed proxy card with a later date;you may send a written notice that you are revoking your proxy to NVIDIA Corporation,2701San Tomas Expressway,Santa Clara,California 95050,Attention:General Counsel/Secretary;you may attend the 2010 Annual Meeting and vot

94、e in person;or you may submit another proxy by telephone or Internet after you have already provided anearlier proxy.What is the quorum requirement?We need a quorum of stockholders to hold our 2010 Annual Meeting.A quorum exists when atleast a majority of the outstanding shares entitled to vote at t

95、he close of business on March 22,2010are represented at the 2010 Annual Meeting either in person or by proxy.On the record date,therewere 569,017,105 shares of common stock outstanding and entitled to vote,meaning that 284,508,553shares must be represented in person or by proxy to have a quorum.4You

96、r shares will be counted towards the quorum only if you submit a valid proxy or vote at the2010 Annual Meeting.Abstentions and broker non-votes will be counted towards the quorumrequirement.If there is not a quorum,a majority of the votes present at the 2010 Annual Meeting mayadjourn the 2010 Annual

97、 Meeting to another date.How many votes are needed to elect directors(Proposal 1)?We have adopted Bylaw provisions providing for a majority vote standard in non-contestedelections.As the number of nominees properly nominated for the 2010 Annual Meeting is the same asthe number of directors to be ele

98、cted,the 2010 Annual Meeting is a non-contested election.Pursuantto our Bylaws,if the number of votes WITHHELD with respect to a nominee exceeds the number ofvotes FOR,then the nominee is required to submit his resignation for consideration by our Board andour Nominating and Corporate Governance Com

99、mittee.How many votes are needed to ratify PricewaterhouseCoopers LLP as our independent registeredpublic accounting firm(Proposal 2)?The affirmative vote of a majority of shares present in person or represented by proxy and entitledto vote is required for the ratification of PricewaterhouseCoopers

100、LLP as our independent registeredpublic accounting firm.If you ABSTAIN from voting,it will have the same effect as an AGAINST vote.If you do not vote,it will have no effect.How can I find out the results of the voting at the 2010 Annual Meeting?Preliminary voting results will be announced at the 201

101、0 Annual Meeting.Final voting results willbe published in a current report on Form 8-K,which will be filed with the SEC by May 25,2010.Who is paying for this proxy solicitation?We will pay the entire cost of soliciting proxies.Our directors and employees may also solicitproxies in person,by telephon

102、e,by mail,by Internet or by other means of communication.Directorsand employees will not be paid any additional compensation for soliciting proxies.We may alsoreimburse brokerage firms,banks and other agents for the cost of forwarding proxy materials tobeneficial owners.What does it mean if I receiv

103、e more than one Notice or full set of proxy materials in the mail?If you received more than one Notice or full set of proxy materials then your shares are eitherregistered in more than one name or are held in different accounts.Please complete,sign and returneach Notice or proxy card to ensure that

104、all of your shares are voted.If you would like to modify yourinstructions so that you receive one Notice or proxy card for each account or name,please contact yourbroker.What does it mean if multiple members of my household are stockholders but we only received oneNotice or full set of proxy materia

105、ls in the mail?The SEC has adopted rules that permit companies and intermediaries,such as brokers,to satisfythe delivery requirements for Notices and proxy materials with respect to two or more stockholderssharing the same address by delivering a single Notice or set of proxy materials addressed to

106、thosestockholders.In accordance with a prior notice sent to certain brokers,banks,dealers or other agents,we are sending only one Notice or full set of proxy materials to those addresses with multiplestockholders unless we received contrary instructions from any stockholder at that address.Thispract

107、ice,known as householding,allows us to satisfy the requirements for delivering Notices or proxymaterials with respect to two or more stockholders sharing the same address by delivering a single copy5Proxyof these documents.Householding helps to reduce our printing and postage costs,reduces the amoun

108、tof mail you receive and helps to preserve the environment.If you currently receive multiple copies of the Notice or proxy materials at your address and wouldlike to request householding of your communications,please contact your broker.Once you haveelected householding of your communications,househ

109、olding will continue until you are notifiedotherwise or until you revoke your consent.If any stockholder residing at such an address wishes toreceive a separate set of documents,they may telephone our Stock Administration Department at(408)486-2000 or write to our Stock Administration Department at

110、2701 San Tomas Expressway,SantaClara,California 95050.When are stockholder proposals due for next years annual meeting?To be considered for inclusion in next years proxy materials,your proposal must be submitted inwriting by December 7,2010 to NVIDIA Corporation,2701 San Tomas Expressway,Santa Clara

111、,California 95050,Attention:General Counsel/Secretary and must comply with all applicablerequirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934,as amended.Ifyou wish to submit a proposal that is not to be included in next years proxy materials,but that may beconsidered at t

112、he 2011 Annual Meeting,you must do so in writing following the above instructions notlater than the close of business on December 7,2010,and not earlier than the close of business onNovember 7,2010.We also advise you to review our Bylaws,which contain additional requirementsabout advance notice of s

113、tockholder proposals and director nominations,including the different noticesubmission date requirements in the event that we do not hold our 2011 Annual Meeting betweenApril 19,2011 and June 18,2011.Can I view these proxy materials on the NVIDIA website?Yes.This proxy statement is posted on our Inv

114、estor Relations website at .You alsocan use this website to view our other filings with the SEC,including our Annual Report on Form 10-Kfor the fiscal year ended January 31,2010.The contents of our website are not a part of this proxystatement.6PROPOSAL 1ELECTION OF DIRECTORSOur Board is divided int

115、o three classes serving staggered three year terms.At the 2010 AnnualMeeting,our stockholders will elect three directors to serve until our 2013 annual meeting ofstockholders.Messrs.Gaither,Huang and Seawell are currently directors and were previously electedby our stockholders.Our Nominating and Co

116、rporate Governance Committee reviewed thequalifications of each of the nominees for election and unanimously recommended that each nomineebe submitted for election to the Board.Our Board approved the recommendation at its meeting heldon March 16,2010.If elected at the 2010 Annual Meeting,each of the

117、 nominees will serve until the2013 annual meeting of stockholders and until his successor is elected or appointed.The Board expects the nominees will be available for election.If a nominee declines or is unableto act as a director,your proxy may be voted for any substitute nominee proposed by the Bo

118、ard or thesize of the Board may be reduced.In accordance with our Bylaws,directors are elected if they receivemore FOR votes than WITHHOLD votes.The Nominating and Corporate Governance Committee is responsible for reviewing,assessing andrecommending members to the Board for approval.The Nominating a

119、nd Corporate GovernanceCommittee has not established specific minimum age,education,experience or skill requirements forpotential members.In general,the Nominating and Corporate Governance Committee considersnumerous diverse factors,such as the nominees:independence;personal and professional judgmen

120、tand integrity;high-level management experience necessary to oversee and direct our business;professional and industry knowledge;collegiality;financial expertise;desirability as a member of anycommittees of the Board;willingness and ability to devote substantial time and effort to Boardresponsibilit

121、ies;experience and the interplay with the experience of other Board members;and abilityto represent the interests of the stockholders as a whole rather than special interest groups orconstituencies.In the case of an incumbent director whose term of office is set to expire,theNominating and Corporate

122、 Governance Committee also reviews this directors overall service toNVIDIA during his or her term,including the number of meetings attended,level of participation andquality of performance.The Nominating and Corporate Governance Committee values diversity as afactor in selecting nominees to serve on

123、 the Board.Although the Nominating and CorporateGovernance Committee does not have a specific policy on diversity,the committee considers thecriteria noted above in selecting nominees for directors,including members from diverse backgroundswho combine a broad spectrum of experience and expertise.The

124、 priorities and emphasis of the Nominating and Corporate Governance Committee and of theBoard with regard to the above factors change from time to time to take into account changes in ourbusiness and other trends,as well as the portfolio of skills and experience of current and prospectiveBoard membe

125、rs.The Nominating and Corporate Governance Committee and the Board periodicallyreview and assess the continued relevance of and emphasis on these factors to determine if they areeffective in helping to satisfy the Boards goal of creating and sustaining a Board that can appropriatelysupport and overs

126、ee our business.Listed below are key skills and experience that the Nominating and Corporate GovernanceCommittee and Board consider important for our directors to have in light of our current business andstructure.The directors biographies note each directors relevant experience,qualifications,and s

127、killsrelative to this list as of the date of this proxy statement.Senior Management and Operating Experience.Directors who have served in senior leadershippositions are important to us,as they bring insight to constructively review and assess ouroperating plan and business strategy.7Proxy Industry a

128、nd Technical Expertise.Because we are a technology,hardware and software provider,education or experience in relevant technology is useful in understanding our research anddevelopment efforts,competing technologies,the various products and processes that we developand the markets in which we compete

129、.Financial Expertise.Knowledge of accounting and financial reporting processes is importantbecause it assists our directors in understanding,advising and overseeing our financial reportingand internal controls.Public Company Board Experience.Directors who have served on boards of directors of otherp

130、ublic companies have corporate governance experience,a deep understanding of the role andresponsibilities of the Board and insight into matters being handled by our Board.Legal Expertise.Directors who have legal education and experience can assist the Board infulfilling its responsibilities related

131、to the oversight of our legal and regulatory compliance.Understanding of Our People and Products.Directors who have an understanding of our peopleand products are important to us.Nominees for Election for a Three-Year Term Expiring at our 2013 Annual MeetingJames C.Gaither has been a managing direct

132、or of Sutter Hill Ventures,a venture capitalinvestment firm,since July 2000.He is a retired partner of the law firm of Cooley GodwardKronish LLP and was a partner of the firm from 1971 until July 2000 and senior counsel to the firmfrom July 2000 to 2003.Prior to beginning his law practice with the f

133、irm in 1969,Mr.Gaither served asa law clerk to The Honorable Earl Warren,Chief Justice of the United States Supreme Court,specialassistant to the Assistant Attorney General in the United States Department of Justice and staffassistant to the President of the United States,Lyndon Johnson.Mr.Gaither i

134、s a former president ofthe Board of Trustees at Stanford University,former vice chairman of the board of directors of TheWilliam and Flora Hewlett Foundation and immediate past chairman of the Board of Trustees of TheCarnegie Endowment for International Peace.Mr.Gaither holds a B.A.in Economics from

135、 PrincetonUniversity and a J.D.degree from Stanford University Law School.Mr.Gaithers broad experience ranges from venture capital investments in early-stage technologycompanies to extensive and varied experience in legal affairs.Through his role as a venture capitalist,Mr.Gaither brings to the Boar

136、d business acumen and expertise in corporate strategy development.Asa result of his experience as a partner in a large law firm,Mr.Gaither brings to the Board variedexperience in legal affairs and corporate governance experience as well as an understanding of the roleand responsibilities of a board

137、of directors.Mr.Gaither also has a deep understanding of our people,products,operations and strategic direction which he acquired over 12 years of service as a member ofour Board.The Board believes that these skills and this experience and track record position him toserve NVIDIA well.Jen-Hsun Huang

138、 co-founded NVIDIA in April 1993 and has served since that time as our presidentand chief executive officer.From 1985 to 1993,Mr.Huang was employed at LSI Logic Corporation,acomputer chip manufacturer,where he held a variety of positions,most recently as director ofcoreware,the business unit respons

139、ible for LSIs system-on-a-chip strategy.From 1984 to 1985,Mr.Huang was a microprocessor designer for Advanced Micro Devices,Inc.,a semiconductorcompany.Mr.Huang holds a B.S.E.E.degree from Oregon State University and an M.S.E.E.degreefrom Stanford University.Mr.Huang is one of the semiconductor indu

140、strys most respected executives,having led NVIDIAfrom a start-up to the worlds leader in visual and parallel computing.Under his guidance,we haveshown consistent innovation and sharp execution,marked by products that have gained strong marketshare,even as many competitors have left the marketplace.M

141、r.Huang has a deep understanding of8our products,people,operations and strategic direction which he acquired over the 17 year periodsince co-founding NVIDIA in 1993.The Board believes that these leadership skills and this successfultrack record position him to serve NVIDIA well.A.Brooke Seawell has

142、been a venture partner with New Enterprise Associates,a venture capitalinvestment firm,since January 2005.From February 2000 to December 2004,Mr.Seawell was a partnerwith Technology Crossover Ventures,a venture capital investment firm.From 1997 to 1998,Mr.Seawellwas executive vice president of NetDy

143、namics,Inc.,an application server software company,which wasacquired by Sun Microsystems,Inc.From 1991 to 1997,Mr.Seawell was senior vice president and chieffinancial officer of Synopsys,Inc.,an electronic design automation software company.Mr.Seawellserves on the board of directors of Informatica C

144、orporation,a data integration software company,GluMobile,Inc.,a publisher of mobile games,and several privately-held companies.Mr.Seawell alsoserves on the Management Board of the Stanford Graduate School of Business.Mr.Seawell holds aB.A.degree in Economics and an M.B.A.degree in Finance from Stanf

145、ord University.Mr.Seawell brings to the Board substantial financial expertise that includes extensive knowledge ofthe complex financial and operational issues facing large companies,and a deep understanding ofaccounting principles and financial reporting rules and regulations.He acquired this knowle

146、dge in thecourse of serving as the chief financial officer of a global technology company,working as a venturecapitalist,and serving as a member of the audit committees of boards of directors of two other publiccompanies.Mr.Seawell also has a deep understanding of our people,products,operations and

147、strategicdirection,which he acquired over 13 years of service as a member of our Board.The Board believesthat these skills and this experience and track record position him to serve NVIDIA well.THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE ELECTIONTO THE BOARD OF EACH NAMED NOMINEE.9ProxyINFORMATION A

148、BOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCEThe following is information for each of the members of our Board as of the date of this proxystatement.ExpirationNamePosition with NVIDIAAgeDirector Sinceof TermJames C.Gaither.Director72December 19982010Jen-Hsun Huang.Chief Executive Officer,Pres

149、ident47April 19932010and DirectorA.Brooke Seawell.Director62December 19972010Harvey C.Jones.Director57November 19932011William J.Miller.Lead Director64November 19942011Tench Coxe.Director52June 19932012Mark L.Perry.Director54May 20052012Mark A.Stevens.Director50September 2008*2012*Mr.Stevens previou

150、sly served as a member of our Board from June 1993 until June 2006.The brief biographies below include information,as of the date of this proxy statement,regardingthe specific and particular experience,qualifications,attributes or skills of each director that led theNominating and Corporate Governan

151、ce Committee to believe that that director should continue toserve on the Board.However,each of the members of the Nominating and Corporate GovernanceCommittee may have a variety of reasons why he believes a particular person would be an appropriatenominee for the Board,and these views may differ fr

152、om the views of other members.Directors Continuing in Office until our 2011 Annual MeetingHarvey C.Jones is the chairman of the board of directors of Tensilica Inc.,a privately-heldcompany he co-founded in 1997.Tensilica designs and licenses application-specific microprocessors foruse in high-volume

153、 embedded systems.From December 1987 through February 1998,Mr.Jones heldvarious positions at Synopsys,Inc.,an electronic design automation software company,where he servedas chief executive officer through January 1994 and as executive chairman of the board of directorsuntil February 1998.Prior to S

154、ynopsys,Mr.Jones served as president and chief executive officer ofDaisy Systems Corporation,a computer-aided engineering company that he co-founded in 1981.Mr.Jones served on the board of directors of Wind River Systems,Inc.,an embedded software andservices provider,from 2004 to 2009.Mr.Jones holds

155、 a B.S.degree in Mathematics and ComputerSciences from Georgetown University and an M.S.degree in Management from the MassachusettsInstitute of Technology.Through his experiences as chairman and chief executive officer of a large global technologycompany and as co-founder of two technology companies

156、,Mr.Jones brings to the Board an in-depthknowledge of the technology industry,significant operating experience,expertise in corporate strategydevelopment,financial expertise,business acumen and insight into current and emerging businesstrends.Mr.Jones also has a deep understanding of our people,prod

157、ucts,operations and strategicdirection,which he acquired over 17 years of service as a member of our Board.The Board believesthat these skills and this experience and track record position him to serve NVIDIA well.William J.Miller has served as an independent board member for several companies and h

158、as beenan occasional consultant to several technology companies since October 1999.From April 1996 throughOctober 1999,Mr.Miller was chief executive officer and chairman of the board of directors of AvidTechnology,Inc.,a provider of digital tools for multimedia.Mr.Miller also served as president of

159、AvidTechnology from September 1996 through October 1999.From March 1992 to October 1995,Mr.Miller served as chief executive officer of Quantum Corporation,a mass storage company.He was10a member of the board of directors of Quantum,and Chairman thereof,from May 1992 andSeptember 1993,respectively,to

160、 August 1995.From 1981 to March 1992,he served in various positionsat Control Data Corporation,a supplier of computer hardware,software and services,most recently asexecutive vice president and president,information services.Mr.Miller serves on the board of directorsof Waters Corporation,a scientifi

161、c instrument manufacturing company,Digimarc Corporation,adeveloper and supplier of secure identification products and digital watermarking technology,and GluMobile,Inc.,a publisher of mobile games.Mr.Miller served on the board of directors of OverlandStorage,Inc.from 2006 to 2009 and Viewsonic Corpo

162、ration from 2004 to 2008.Mr.Miller holds B.A.and J.D.degrees from the University of Minnesota.Through his experiences as chief executive officer of two publicly-traded technology companies andas a business consultant to technology companies,Mr.Miller brings to the Board an in-depthknowledge of the t

163、echnology industry,significant operating experience,expertise in corporate strategydevelopment,financial expertise,business acumen and insight into current and emerging businesstrends.Additionally,Mr.Millers service on boards of directors of other public companies and hisvaried experience in legal a

164、ffairs provides him with considerable corporate governance experience,anunderstanding of the role and responsibilities of a public company board of directors and insight intomatters being handled by our Board.Mr.Miller also has a deep understanding of our people,products,operations and strategic dir

165、ection,which he acquired over 16 years of service as a member of ourBoard.The Board believes that these skills and this experience and track record position him to serveNVIDIA well.Directors Continuing in Office until our 2012 Annual MeetingTench Coxe is a managing director of the general partner of

166、 Sutter Hill Ventures,a venture capitalinvestment firm.Prior to joining Sutter Hill Ventures in 1987,Mr.Coxe was director of marketing andMIS at Digital Communication Associates.Mr.Coxe also serves on the board of directors of eLoyaltyCorporation,a customer loyalty software firm,and several privatel

167、y-held companies.Mr.Coxe holds aB.A.degree in Economics from Dartmouth College and an M.B.A.degree from Harvard BusinessSchool.Mr.Coxe has 23 years of experience as an early-stage venture capital investor,principally in thetechnology industry.He has been a primary investor in and served on the board

168、 of directors of severalcompanies.This experience has provided Mr.Coxe with a deep understanding of the technologyindustry and the drivers of structural change and high-growth opportunities in technology.He has alsogained significant financial expertise and experience formulating corporate strategy.

169、Mr.Coxes serviceon boards of directors of other public companies provides him with considerable experience about thebest practices of effective boards.Mr.Coxe also has a deep understanding of our people and products,which he acquired over 17 years of service as a member of our Board.The Board believ

170、es that theseskills and this experience and track record position him to serve NVIDIA well.Mark L.Perry currently serves as the president and chief executive officer and a member of theboard of directors of Aerovance Inc.,a biopharmaceutical company.Prior to joining Aerovance inFebruary 2007,Mr.Perr

171、y served as the senior business advisor for Gilead Sciences,Inc.,abiopharmaceutical company.Mr.Perry was an executive officer of Gilead from July 1994 to April 2004,serving in a variety of capacities,including general counsel,chief financial officer and most recently,executive vice president of oper

172、ations,responsible for worldwide sales and marketing,legal,manufacturing and facilities.From September 1981 to June 1994,Mr.Perry was with the law firmCooley Godward Kronish LLP in San Francisco and Palo Alto,California,serving as a partner of thefirm from 1987 until 1994.From 2003 to 2009,Mr.Perry

173、served as a member of the board of directorsof Nuvelo,Inc.Mr.Perry holds a B.A.degree in History from the University of California,Berkeleyand a J.D.degree from the University of California,Davis.11ProxyThrough his experience as chief financial officer of a large biotechnology company,Mr.Perrybrings

174、 to the Board substantial financial expertise that includes extensive knowledge of the complexfinancial and operational issues facing large companies,and a deep understanding of accountingprinciples and financial reporting rules and regulations.Mr.Perry has also gained significant operatingexperienc

175、e,expertise in corporate strategy development and business acumen from serving as the chiefexecutive officer and executive vice president of operations at different companies.As a result of hisexperience as a partner in a large law firm and as general counsel of a large biopharmaceuticalcompany,Mr.P

176、erry brings to the Board varied experience in legal affairs and corporate governanceexperience as well as a deep understanding of the role and responsibilities of a board of directors.Inaddition,Mr.Perrys service on boards of directors of other public companies has provided him withconsiderable expe

177、rience about the best practices of effective boards.The Board believes that theseskills and this experience and track record position him to serve NVIDIA well.Mark A.Stevens has been a managing member of Sequoia Capital,a venture capital investmentfirm,since March 1993.Prior to that time,beginning i

178、n July 1989,he was an associate at SequoiaCapital.Prior to joining Sequoia,he held technical sales and marketing positions at Intel Corporationand was a member of the technical staff at Hughes Aircraft Company.Mr.Stevens currently serves onthe boards of several privately-held companies.He also serve

179、s as a Trustee of the University ofSouthern California and is a part-time lecturer at the Stanford University Graduate School of Business.Mr.Stevens holds a B.S.E.E.degree,a B.A.degree in Economics and an M.S.degree in ComputerEngineering from the University of Southern California and an M.B.A.degre

180、e from Harvard BusinessSchool.Mr.Stevens has 21 years of experience as an early-stage venture capital investor,principally in thetechnology industry.He has been a primary investor in and has served on the board of directors ofseveral companies.This experience has provided a deep understanding of the

181、 technology industry,andthe drivers of structural change and high-growth opportunities in technology.He has also gainedsignificant experience overseeing corporate strategy and assessing operating plans.Mr.Stevens also hasa deep understanding of our people,products,operations and strategic direction,

182、which he acquired byserving on our Board from 1993-2006 and from 2008 to the date of the filing of this proxy statement.The Board believes that these skills and this experience and track record position him to serveNVIDIA well.Independence of the Members of the Board of DirectorsOur corporate govern

183、ance policies,as supplemented to date,or the Corporate GovernancePolicies,require our Board to affirmatively determine that at least 75%of our directors do not have arelationship that would interfere with their exercise of independent judgment in carrying out theirresponsibilities and meet any other

184、 qualification requirements required by the SEC and The NASDAQStock Market LLC,or NASDAQ.This 75%threshold is higher than the majority threshold required byNASDAQs rules and regulations.In addition,to be deemed independent in any calendar year,directors of NVIDIA must comply with NASDAQ Rules regard

185、ing the independence of directors withthe following heightened standards:(i)with respect to NASDAQ Rule 5605(a)(2)(B),the dollarthreshold is lowered from$120,000 to$100,000;and(ii)with respect to NASDAQ Rule 5605(a)(2)(D),the percentage and dollar threshold is reduced to either 2%of the recipients c

186、onsolidated grossrevenues for that year,or$60,000,whichever is greater.After considering all relevant relationships and transactions,the Board determined all members ofthe Board are independent as defined by NASDAQs rules and regulations,except for Jen-HsunHuang,our president and chief executive off

187、icer.Thus,as of the date of the mailing of this proxystatement,87.5%of the members of our Board are independent.The Board also determined that allmembers of our Audit,Compensation and Nominating and Corporate Governance Committees areindependent under applicable NASDAQ listing standards.12Board Lead

188、ership StructureOur Bylaws and Corporate Governance Policies permit the roles of chairman of the board andchief executive officer to be filled by the same or different individuals.This allows the Board flexibilityto determine whether the two roles should be combined or separated based upon our needs

189、 and theBoards assessment of its leadership from time to time.The Board believes that our stockholders arebest served at this time by not having a chairman of the board and by having a lead independentdirector,or Lead Director.In the absence of a chairman of the board,our Corporate Governance Polici

190、es provide that ourchief executive officer has primary responsibility for preparing the agendas for Board meetings.Ourchief executive officer also presides over the portion of the meetings of the Board where he is present.Given that we do not have a chairman of the board,the Board believes that a Le

191、ad Director is anintegral part of our Board structure and a critical aspect of effective corporate governance.Theindependent directors consider the role and designation of the Lead Director on an annual basis.Mr.Miller has been our Lead Director since May 2009.Mr.Miller brings considerable skills an

192、dexperience,as described in Proposal 1-Election of Directors above,to the role.In addition,Mr.Miller isChair of our Nominating and Corporate Governance Committee,which affords him increasedengagement with Board governance and composition.Our Lead Director has significant responsibilities,which are s

193、et forth in our Corporate Governance Policies,and include,in part:determining an appropriate schedule of Board meetings,seeking to ensure that the independentmembers of the Board can perform their duties responsibly while not interfering with the flow ofour operations;working independently or with o

194、ur chief executive officer,seeking input from all directors,aswell as the chief executive officer and other relevant management,as to the preparation of theagendas for Board and committee meetings;advising the Board on a regular basis as to the quality,quantity and timeliness of the flow ofinformati

195、on requested by the Board from our management with the goal of providing what isnecessary for the independent members of the Board to effectively and responsibly perform theirduties,and,although our management is responsible for the preparation of materials for theBoard,the Lead Director may specifi

196、cally request the inclusion of certain material;and coordinating,developing the agenda for,and moderating executive sessions of the independentmembers of the Board,and acting as principal liaison between the independent members of theBoard and the chief executive officer on sensitive issues.As discu

197、ssed above,a substantial portion of our Board is comprised of independent directors.Theactive involvement of the independent directors,combined with the qualifications and significantresponsibilities of our Lead Director,provide balance on the Board and promote strong,independentoversight of our man

198、agement and affairs.Role of the Board in Risk OversightOne of the Boards key functions is informed oversight of our risk management process.TheBoard does not have a standing risk management committee,but rather administers this oversightfunction directly through the Board as a whole,as well as throu

199、gh various Board standing committeesthat address risks inherent in their respective areas of oversight.In particular,our Board is responsiblefor monitoring and assessing strategic risk exposure,our Audit Committee has the responsibility toconsider and discuss our major financial risk exposures and t

200、he steps our management has taken tomonitor and control these exposures.The Audit Committee also monitors compliance with legal andregulatory requirements and oversees the performance of our internal audit function.Our Nominating13Proxyand Corporate Governance Committee monitors the effectiveness of

201、 our anonymous tip process andcorporate governance guidelines,including whether they are successful in preventing illegal or improperliability-creating conduct.Our Compensation Committee assesses and monitors whether any of ourcompensation policies and programs has the potential to encourage excessi

202、ve risk-taking.The full Board(or the appropriate committee in the case of risks that are under the purview of aparticular committee)receives reports on risk facing NVIDIA from our chief executive officer or theappropriate risk owner within NVIDIA to enable it to understand our risk identification,ri

203、skmanagement and risk mitigation strategies.When a committee receives the report,the chairman of therelevant committee reports on the discussion to the full Board during the committee reports portion ofthe next Board meeting.However,it is the responsibility of the committee chairs to report findings

204、regarding material risk exposures to the Board as quickly as possible.Audit Committee Financial ExpertsThe Board has determined that each of Messrs.Seawell and Perry satisfy the criteria adopted bythe SEC to serve as an audit committee financial expert within the meaning of the SEC rules.Corporate G

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

206、are independent of our management.The Corporate Governance Policies set forth the practices the Board follows with respect to boardcomposition and selection,regular evaluations of the Board and its committees,board meetings andinvolvement of senior management,chief executive officer performance eval

207、uation,and boardcommittees and compensation.Our Corporate Governance Policies may be viewed under CorporateGovernance 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 andwill con

208、tinue to meet regularly in scheduled executive sessions at which only independent directors arepresent.In fiscal year 2010,our independent directors met in executive session at three of the fourregularly scheduled Board meetings.In addition,independent directors have in the past and will continue to

209、 meet regularly inscheduled executive session with our chief executive officer.In fiscal year 2010,our independentdirectors met in executive session with our chief executive officer at three of the four regularlyscheduled Board meetings.Director Attendance at Annual MeetingWe do not have a formal po

210、licy regarding attendance by members of the Board at our annualmeetings.We generally schedule a Board meeting in conjunction with our annual meetings and expectthat all of our directors will attend each annual meeting,absent a valid reason.All our Boardmembers,except Mr.Seawell,attended our 2009 Ann

211、ual Meeting.Board Self-AssessmentsThe Nominating and Corporate Governance Committee oversees an annual evaluation process,whereby each director evaluates the Board as a whole and each member of the standing committees ofthe Board evaluates the committees on which he or she serves.After these evaluat

212、ions are complete,14the results are discussed by the Board and each committee and with each individual director,asapplicable,and,if necessary,action plans are developed.Director EducationThe Board believes that director education is integral to Board and committee performance andeffectiveness.Direct

213、ors are expected to participate in continuing educational programs in order tomaintain the necessary level of expertise to perform their responsibilities as directors.In fiscal year2010,we engaged the Stanford Directors College,which is affiliated with the Stanford University LawSchool,to create an

214、individualized continuing education program for our Board members.Each ofdirectors completed this eight hour continuing education program in fiscal year 2010,exceptMr.Seawell who attended six of the eight hours.However,Mr.Seawell had previously attended theStanford Directors College in 2008.Director

215、 Stock Ownership GuidelinesThe Board believes that directors should hold a significant equity interest in NVIDIA.OurCorporate Governance Policies require each director to hold at least 25,000 shares of our commonstock during the period in which he or she serves as a director,unless our Nominating an

216、d CorporateGovernance Committee waives the requirement.The 25,000 shares may include vested but unexercisedstock options.Directors will have 18 months from the date that they become directors to reach theownership threshold.Each of our directors currently meets the stock ownership requirement.The st

217、ockownership guidelines are intended to further align director interests with stockholder interests.Outside AdvisorsThe Board and each of its principal committees may retain outside advisors and consultants oftheir choosing at our expense.The Board need not obtain managements consent to retain outsi

218、deadvisors.In addition,the principal committees need not obtain either the Boards or managementsconsent to retain outside advisors.Code of ConductWe have a Worldwide Code of Conduct that applies to all of our executive officers,directors andemployees,including our principal executive officer and pri

219、ncipal financial and accounting officer.Wealso have a Financial Team Code of Conduct that applies to our executive officers,directors andmembers of our finance,accounting and treasury departments.Both the Worldwide Code of Conductand the Financial Team Code of Conduct are available under Corporate G

220、overnance in the InvestorRelations section of our website at .If we make any amendments to the WorldwideCode of Conduct or the Financial Team Code of Conduct or grant any waiver from a provision ofeither code to any executive officer or director,we will promptly disclose the nature of the amendmento

221、r waiver on our website.Conflicts of InterestWe expect our directors,executives,and employees to conduct themselves with the highest degreeof integrity,ethics,and honesty.Our credibility and reputation depend upon the good judgment,ethicalstandards and personal integrity of each director,executive,a

222、nd employee.In order to better protect usand our stockholders,we regularly review our Code of Conduct and related policies to ensure that theyprovide clear guidance to our directors,executives,and employees.15ProxyCorporate HotlineWe have established a corporate hotline(operated by a third party)to

223、allow any employee toconfidentially and anonymously lodge a complaint about any accounting,internal control,auditing orother matters of concern(unless prohibited by local privacy laws for employees located in theEuropean Union).Stockholder Communications with the Board of DirectorsStockholders who w

224、ish to communicate with the Board regarding nominations of directors or othermatters 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 stockholdercommunications we receive that are a

225、ddressed to the Board will be compiled by our secretary.If noparticular director is named,letters will be forwarded,depending on the subject matter,to the Chair ofthe Audit,Compensation or Nominating and Corporate Governance Committee.Nomination of DirectorsThe Nominating and Corporate Governance Co

226、mmittee identifies,reviews and evaluatescandidates to serve as directors and recommends candidates for election to the Board.The Nominatingand Corporate Governance Committee uses its network of contacts to compile a list of potentialcandidates,but may also engage a professional search firm.The Nomin

227、ating and CorporateGovernance Committee conducts any appropriate and necessary inquiries into the backgrounds andqualifications of possible candidates after considering the function and needs of the Board.TheNominating and Corporate Governance Committee meets to discuss and consider the candidatesqu

228、alifications and then selects a nominee for recommendation to the Board.For an explanation of thefactors the Nominating and Corporate Governance Committee considers when evaluating candidatesand the Board as a whole,please see Proposal 1-Election of Directors above.The Nominating and Corporate Gover

229、nance Committee evaluates candidates proposed bystockholders using the same criteria as it uses for other candidates.Matters put forth by ourstockholders will be reviewed by the Nominating and Corporate Governance Committee,which willdetermine whether these matters should be presented to the Board.T

230、he Nominating and CorporateGovernance Committee will give serious consideration to all such matters and will make itsdetermination in accordance with its charter and applicable laws.Stockholders seeking to recommend aprospective nominee should follow the instructions under the heading Stockholder Co

231、mmunications withthe Board of Directors.Stockholder submissions must include the full name of the proposed nominee,adescription of the proposed nominees business experience for at least the previous five years,completebiographical information,a description of the proposed nominees qualifications as

232、a director and arepresentation that the nominating stockholder is a beneficial or record owner of our stock.Any suchsubmission must be accompanied by the written consent of the proposed nominee to be named as anominee and to serve as a director if elected.Stockholders are advised to review our Bylaw

233、s,whichcontain the requirements for director nominations.The Nominating and Corporate GovernanceCommittee did not receive any stockholder nominations during fiscal year 2010.16Majority Vote StandardAs a part of our continuing process of enhancing our corporate governance procedures and toprovide our

234、 stockholders with a more meaningful role in the outcome of the election of directors,inMarch 2006,our Board amended our Bylaws to adopt a majority vote standard for non-contesteddirector elections.Our Bylaws now provide that in a non-contested election if the votes cast FOR anincumbent director do

235、not exceed the number of votes WITHHELD,such incumbent director shallpromptly tender his resignation to the Board.The Nominating and Corporate Governance Committeewill review the circumstances surrounding the WITHHELD vote and promptly make a recommendationto the Board on whether to accept or reject

236、 the resignation or whether other action should be taken.Inmaking its decision,the Board will evaluate the best interests of NVIDIA and our stockholders and willconsider all factors and relevant information.The Board will act on the Nominating and CorporateGovernance Committees recommendation and pu

237、blicly disclose its decision and the rationale behind itwithin 90 days from the date of certification of the stockholder vote.The director who tenders hisresignation will not participate in the Boards or the Nominating and Corporate GovernanceCommittees decisions.In a contested election,which is an

238、election in which the number of nomineesexceeds the number of directors to be elected,our directors will be elected by a plurality of the sharesrepresented in person or by proxy at any such meeting and entitled to vote on the election of directorsat that meeting.Board Meeting InformationThe Board me

239、t six times during fiscal year 2010.In addition,during fiscal year 2010,the Boardheld a two-day meeting,during which the Board discussed the strategic direction of NVIDIA,exploredand discussed new business opportunities and the product roadmap,and addressed possible challengesfacing NVIDIA.We expect

240、 each Board member to attend each meeting of the Board and thecommittees on which he serves.In fiscal year 2010,each Board member attended 75%or more of themeetings of the Board and of each committee on which he served.Committees of the Board of DirectorsThe Board has three standing committees:an Au

241、dit Committee,a Compensation Committee and aNominating and Corporate Governance Committee.Each of these committees operates under a writtencharter,which may be viewed under Corporate Governance in the Investor Relations section of ourwebsite at .In fiscal year 2006,the Board concluded that having ou

242、r directors rotate and serve on differentcommittees provides a benefit to us and our stockholders.By rotating among committees,we believe allmembers are more fully informed regarding the full scope of Board and our activities.The Boardbelieves that such rotations are a good corporate governance prac

243、tice and intends to make periodicrotations in the future.On February 5,2009,the Nominating and Corporate Governance Committee17Proxyexamined the composition and chairmanship of the Boards committees and recommended certainrotations to the full Board for fiscal year 2010,as described below.Committees

244、 andCurrent MembershipNumber of Meetings Held During Fiscal Year 2010 and Committee FunctionsAuditMeetings:8Fiscal Year 2010Written Consents:1Mark L.Perry*oversees our corporate accounting and financial reporting process;A.Brooke Seawell oversees our internal audit function;Tench Coxe evaluates the

245、performance of and assesses the qualifications of ourJames C.Gaither*independent registered public accounting firm;determines and approves the engagement of the independent registeredpublic accounting firm;determines whether to retain or terminate the existing independentregistered public accounting

246、 firm or to appoint and engage a newindependent registered public accounting firm;reviews and approves the retention of the independent registered publicaccounting firm to perform any proposed permissible non-audit services;confers with management and our independent registered publicaccounting firm

247、 regarding the effectiveness of internal control overfinancial reporting;discusses with management and the independent registered publicaccounting firm the results of the annual audit and the results of ourquarterly financial statements;reviews the financial statements to be included in our annual r

248、eport;reviews earnings press releases,as well as the substance of financialinformation and earnings guidance provided to analysts and ratingagencies on our quarterly earnings calls;prepares the report required to be included by the SEC rules in ourannual proxy statement or Annual Report on Form 10-K

249、;and establishes procedures for the receipt,retention and treatment ofcomplaints we receive regarding accounting,internal accounting controlsor auditing matters and the confidential and anonymous submission byemployees of concerns regarding questionable accounting or auditingmatters.18Committees and

250、Current MembershipNumber of Meetings Held During Fiscal Year 2010 and Committee FunctionsCompensationMeetings:8Fiscal Year 2010Written Consent:2Mark A.Stevens*reviews and approves our overall compensation strategy and policies;William J.Miller reviews and recommends to the Board the compensation of

251、our BoardHarvey C.Jonesmembers;James C.Gaither*reviews and approves the compensation and other terms of employmentof our chief executive officer and other executive officers;reviews and approves corporate performance goals and objectives relevantto the compensation of our executive officers and othe

252、r seniormanagement;reviews and approves written performance goals for our chief executiveofficer relevant to the compensation of our chief executive officer;reviews and approves the disclosure contained in CompensationDiscussion and Analysis and considers whether to recommend that it beincluded in t

253、he proxy statement and Annual Report on Form 10-K;administers our stock option and purchase plans,variable compensationplans and other similar programs;and may form and delegate authorityto subcommittees as appropriate,including,but not limited to,asubcommittee composed of one of more members of the

254、 Board.Nominating andMeetings:3Corporate GovernanceWritten Consents:1Fiscal Year 2010 identifies,reviews and evaluates candidates to serve as directors;William J.Miller*recommends candidates for election to our Board;James C.Gaither makes recommendations to the Board regarding committee membership;H

255、arvey C.Jones assesses the performance of the Board and its committees;Mark A.Stevens*reviews and assesses our corporate governance principles and practices;approves related party transactions;and establishes procedures for the receipt,retention and treatment ofcomplaints we receive regarding violat

256、ions of our code of conduct.*Committee Chairperson*Joined the committee effective immediately following our 2009 Annual Meeting in connection withour periodic committee member rotation.*Ceased serving on the committee effective immediately following our 2009 Annual Meeting inconnection with our peri

257、odic committee member rotation.In addition to our three standing committees,in August 2007 the Board formed a SpecialLitigation Committee to investigate,evaluate,and make a determination as to how we should proceedwith respect to the claims and allegations asserted in certain derivative actions case

258、s brought on behalfof NVIDIA against certain of our current and former executive officers and directors.The derivativeactions asserted claims concerning errors related to our historical stock option granting practices andassociated accounting for stock-based compensation expense.Mr.Perry served on t

259、he Special LitigationCommittee during fiscal year 2010.Effective upon the settlement of the derivative actions in April2009,the responsibilities of the Special Litigation Committee concluded.19ProxyCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONFor fiscal year 2010,the Compensation Commi

260、ttee consisted of Messrs.Gaither,Jones,Miller andStevens.In connection with the periodic rotation of our committee members as explained above,Mr.Gaither ceased serving as a member of the Compensation Committee effective immediately afterour 2009 Annual Meeting in May 2009.No member of the Compensati

261、on Committee is an officer oremployee of NVIDIA,and none of our executive officers serve as a director or member of acompensation committee of any entity that has one or more executive officers serving as a member ofour Board or Compensation Committee.Each of our current directors has purchased and

262、holds sharesof our common stock.DIRECTOR COMPENSATIONOur non-employee directors receive options to purchase shares of our common stock for theirservices as members of our Board.Non-employee directors do not receive cash compensation for theirservices as members of our Board,but may be reimbursed for

263、 expenses incurred in attending Boardand committee meetings and continuing educational programs as set forth in our CorporateGovernance Policies.Directors who are also employees do not receive any fees or equity compensationfor service on the Board.Mr.Huang is our only employee director.Historically

264、,options to purchase shares of our common stock have been automatically granted toour non-employee directors under our 1998 Non-Employee Directors Stock Option Plan asincorporated into our 1998 Equity Incentive Plan,which we refer to as the 1998 Plan.Beginning inJune 2007,we started granting annual

265、stock option grants on the first trading day after an annualmeeting to our non-employee directors from our 2007 Equity Incentive Plan,which we refer to as the2007 Plan.In March 2009,the Compensation Committee undertook its annual review of the type and form ofcompensation paid to our non-employee di

266、rectors in connection with their service on our Board and itscommittees.The Compensation Committee consulted with our human resources department andHewitt Associates LLC,or Hewitt,and reviewed peer company data from our executive PeerCompanies(as defined in the section titled Compensation Discussion

267、 and Analysis beginning onpage 28).Based on this review,the Compensation Committee recommended,and the Board approved,the continuation of our policy of aligning directors and stockholders interests by providing only equitycompensation in the form of stock options and to target the compensation of no

268、n-employee directors atapproximately the 75th percentile of the peer companies.The Compensation Committee employed thebinomial option pricing model to determine grant recommendations whose fair value(as determined inaccordance with Financial Accounting Standards Board Accounting Standards Codificati

269、on Topic 718,or FASB ASC Topic 718)approximately aligned with the 75th percentile of our select peer companiestotal annual compensation,both cash and equity,for non-employee directors.Historically,two grants have been made to non-employee directors:one for committee servicevesting over the following

270、 year,and one for board service,vesting over one year,commencing two yearsfollowing the grant.In light of the fact that all non-employee directors served on a committee,it wasdetermined that for fiscal year 2010,the annual board and committee grant should be combined into asingle grant to compensate

271、 for overall service to NVIDIA.In addition,the Compensation Committeedetermined such combined grant should vest quarterly over the year following the 2009 AnnualMeeting in order to correlate the vesting of the annual stock option to the non-employee directorsservice on the Board and its committees o

272、ver the following year.Therefore,as a result of the review above,a single stock option for 48,000 shares was granted toeach non-employee director on the first trading day following the date of our 2009 Annual Meeting.The option vests quarterly over the year following the 2009 Annual Meeting and has

273、a term of six20years.If a non-employee directors service as a director terminates due to death,the grant willimmediately vest and become exercisable.The following table provides information regarding compensation of non-employee directors whoserved during fiscal year 2010:Director Compensation for F

274、iscal Year 2010OptionAwards($)TotalName(1)(2)($)Tench Coxe.$213,120$213,120James C.Gaither.213,120213,120Harvey C.Jones.213,120213,120William J.Miller.213,120213,120Mark L.Perry.213,120213,120A.Brooke Seawell.213,120213,120Mark A.Stevens.213,120213,120(1)Amounts shown in this column do not reflect d

275、ollar amounts actually received by thenon-employee director.Instead,these amounts reflect the aggregate full grant date fairvalue calculated in accordance with FASB ASC Topic 718 for awards granted during fiscalyear 2010.On May 21,2009,each non-employee director received a stock option topurchase 48

276、,000 shares as compensation for his service on the Board and committees withan exercise price of$9.67 per share,which was the closing price of our common stock asreported by NASDAQ on May 21,2009.The full grant date fair value for these awards asdetermined under FASB ASC Topic 718 was$4.44.The assum

277、ptions used in thecalculation of values of the awards are set forth under Note 3 to our consolidatedfinancial statements entitled Stock-Based Compensation in our Annual Report onForm 10-K for fiscal year 2010,filed with the SEC on March 18,2010.Pursuant to SECrules,the amounts shown exclude the impa

278、ct of estimated forfeiture related to service-based vesting conditions.(2)As of January 31,2010,each non-employee director held stock options to purchase thefollowing aggregate number of shares of our common stock:Mr.Coxe,options topurchase 901,000 shares;Mr.Gaither,options to purchase 511,000 share

279、s;Mr.Jones,options to purchase 383,807 shares;Mr.Miller,options to purchase 1,126,000 shares;Mr.Perry,options to purchase 371,000 shares;Mr.Seawell,options to purchase 692,500shares;and Mr.Stevens,options to purchase 168,000 shares.21ProxyPROPOSAL 2RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED

280、 PUBLIC ACCOUNTINGFIRM FOR FISCAL YEAR 2011The Audit Committee has selected PricewaterhouseCoopers LLP,or PwC,to serve as ourindependent registered public accounting firm for our fiscal year ending January 30,2011.Stockholderratification of the Audit Committees selection of PwC is not required by ou

281、r Bylaws or any othergoverning documents or laws.As a matter of good corporate governance,we are submitting theselection of PwC to our stockholders for ratification.If our stockholders do not ratify the selection,theAudit Committee will reconsider whether or not to retain PwC.Even if the selection i

282、s ratified,theAudit Committee in its sole discretion may direct the appointment of a different independentregistered public accounting firm at any time during the fiscal year if it determines that such a changewould be in our best interests and those of our stockholders.The affirmative vote of the h

283、olders of a majority of the shares present in person or represented byproxy and entitled to vote at the 2010 Annual Meeting will be required to ratify the selection of PwC.Abstentions will be counted toward the tabulation of votes cast and will have the same effect as votesagainst the proposal.Broke

284、r non-votes are counted toward a quorum,but are not counted for anypurpose in determining whether this proposal has been approved.We expect that a representative of PwC will attend the 2010 Annual Meeting.The PwCrepresentative will have an opportunity to make a statement at the 2010 Annual Meeting i

285、f he or sheso desires.The representative will also be available to respond to appropriate stockholder questions.THE BOARD RECOMMENDSA VOTE IN FAVOR OF PROPOSAL 2.22AUDIT COMMITTEE AND INDEPENDENT AUDITOR INFORMATIONREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORSThe material in this report is

286、 not soliciting material,is not deemed filed with the SEC and is notto be incorporated by reference in any of our filings under the Securities Act of 1933,as amended,or theSecurities Exchange Act of 1934,as amended,whether made before or after the date hereof and irrespectiveof any general incorpora

287、tion language in any such filing,except to the extent specifically incorporated byreference therein.The Audit Committee oversees accounting,financial reporting,internal control over financialreporting,financial practices and audit activities of NVIDIA and its subsidiaries.The Audit Committeereviews

288、the results and scope of the audit and other services provided by the independent registeredpublic accounting firm and reviews financial statements and the accounting policies followed byNVIDIA prior to the issuance of the financial statements with both management and the independentregistered publi

289、c accounting firm.Management is responsible for the financial reporting process,the preparation of consolidatedfinancial statements in accordance with accounting principles generally accepted in the United States,or GAAP,the system of internal control over financial reporting,and the procedures desi

290、gned tofacilitate compliance with accounting standards and applicable laws and regulations.PricewaterhouseCoopers LLP,or PwC,our independent registered public accounting firm for fiscal year2010,was responsible for performing an independent audit of the consolidated financial statements andissuing a

291、 report on the consolidated financial statements and of the effectiveness of our internal controlover financial reporting as of January 31,2010.PwCs judgments as to the quality,not just theacceptability,of our accounting principles and such other matters are required to be disclosed to theAudit Comm

292、ittee under applicable standards.The Audit Committee oversees these processes.Also,theAudit Committee has ultimate authority and responsibility to select,evaluate and,when appropriate,terminate the independent registered public accounting firm.The Audit Committee approves audit feesand non-audit ser

293、vices provided by and fees paid to the independent registered public accounting firm.NVIDIA has an internal audit function that reports to the Audit Committee.This function isresponsible for objectively reviewing and evaluating the adequacy,effectiveness,and quality of oursystem of internal controls

294、,the operating effectiveness of our business processes and the safeguardingof our assets.The Audit Committee approves an annual internal audit plan and monitors the activitiesand performance of our internal audit function throughout the year to ensure the plan objectives arecarried out and met.The A

295、udit Committee members are not professional accountants or auditors,and their functionsare not intended to duplicate or to certify the activities of management or the independent registeredpublic accounting firm.The Audit Committee does not plan or conduct audits,determine that ourfinancial statemen

296、ts are complete and accurate and in accordance with GAAP,or assess our internalcontrol over financial reporting.The Audit Committee relies,without additional independentverification,on the information provided by our management and on the representations made bymanagement that the financial statemen

297、ts have been prepared with integrity and objectivity,and theopinion of PwC that such financial statements have been prepared in conformity with GAAP.In this context,the Audit Committee reviewed and discussed the audited consolidated financialstatements for fiscal year 2010 with management and our in

298、ternal control over financial reporting withmanagement and PwC.Specifically,the Audit Committee discussed with PwC the matters required tobe discussed by Statement on Auditing Standards No.61,as amended.We have received from PwC thewritten disclosures and letter required by the applicable requiremen

299、ts of the Public CompanyAccounting Oversight Board regarding PwCs communications with the Audit Committee concerningindependence.The Audit Committee also considered whether the provision of certain permitted23Proxynon-audit services by PwC is compatible with PwCs independence and discussed PwCs inde

300、pendencewith PwC.Based on the Audit Committees review and discussions,the Audit Committee recommended tothe Board of Directors that the audited consolidated financial statements be included in the AnnualReport on Form 10-K of NVIDIA for the fiscal year ended January 31,2010.AUDIT COMMITTEEMark L.Per

301、ry,ChairmanA.Brooke SeawellTench CoxeJames GaitherFEES BILLED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe following is a summary of fees billed by PwC for fiscal year 2010 and 2009 for audit,tax andother professional services during the fiscal year:Fiscal Year 2010Fiscal Year 2009Audit F

302、ees(1).$2,872,151$3,424,469Audit-Related Fees(2).66,35079,000Tax Fees(3).268,246189,235All Other Fees(4).3,0003,000Total Fees.$3,209,747$3,695,704(1)Audit fees include fees for the audit of our consolidated financial statements,the audit ofour internal control over financial reporting,reviews of our

303、 quarterly financial statementsand annual report,reviews of SEC registration statements and related consents and feesrelated to statutory audits of some of our international entities.(2)Audit-related fees for fiscal years 2010 and 2009 consisted of fees for an audit-relatedproject and an acquisition

304、,respectively.(3)Tax fees consist of fees for tax compliance and consultation services.(4)All other fees consist of fees for products or services other than those included above,including payment to PwC related to the use of an accounting regulatory database.All of the services provided for fiscal y

305、ears 2010 and 2009 described above were pre-approved bythe Audit Committee or the Chairman of the Audit Committee through the authority granted to himby the Audit Committee,which is described below.Our Audit Committee determined that the rendering of services other than audit services by PwCwas comp

306、atible with maintaining PwCs independence.Pre-Approval Policies and ProceduresThe Audit Committee has adopted policies and procedures for the pre-approval of all audit andpermissible non-audit services rendered by our independent registered public accounting firm.Thepolicy generally permits pre-appr

307、ovals of specified permissible services in the defined categories ofaudit services,audit-related services and tax services up to specified amounts.Pre-approval may also begiven as part of the Audit Committees approval of the scope of the engagement of our independentregistered public accounting firm

308、 or on an individual case-by-case basis before the independentregistered public accounting firm is engaged to provide each service.In some cases the full Audit24Committee provides pre-approval for up to a year related to a particular defined task or scope.Inother cases,the Audit Committee has delega

309、ted power to Mark L.Perry,the Chairman of our AuditCommittee,to pre-approve additional non-audit services if the need for the service was unanticipatedand approval is required prior to the next scheduled meeting of the Audit Committee.Mr.Perry thencommunicates such pre-approval to the full Audit Com

310、mittee at its next meeting.SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENTThe following table sets forth information as of March 22,2010 as to shares of our common stockbeneficially owned by:each director and nominee for director;each of the executive officers named in the Summary Comp

311、ensation Table;all of our directors and executive officers as a group;and all those known by us to be beneficial owners of more than five percent or more of our commonstock.Beneficial ownership is determined in accordance with the SECs rules and generally includesvoting or investment power with resp

312、ect to securities as well as shares of common stock subject tooptions exercisable or restricted stock units that will vest within 60 days of March 22,2010.Unlessotherwise indicated,the address of each of the individuals listed below is c/o NVIDIA Corporation,2701 San Tomas Expressway,Santa Clara,Cal

313、ifornia 95050.SharesIssuableTotalSharesWithin 60SharesPercentName of Beneficial Owner(1)Owned DaysOwned(%)Named Executive Officers:Jen-Hsun Huang(2).21,117,3803,900,00025,017,3804.37%David L.White.112,500112,500*Ajay K.Puri.16,141689,690705,831*David M.Shannon(3).81,093459,732540,825*Debora Shoquist

314、.17,247231,334248,581*Marvin D.Burkett.186,821783,982970,803*Directors,not including CEO:Tench Coxe(4).1,414,644862,0002,276,644*James C.Gaither(5).159,404472,000631,404*Harvey C.Jones(6).833,460345,1221,178,582*William J.Miller(7).302,808964,4981,267,306*Mark L.Perry(8).50,000332,000382,000*A.Brook

315、e Seawell(9).165,000578,500743,500*Mark A.Stevens(10).1,837,866108,0001,945,866*All directors and executive officers as a group(13 persons)(11).26,173,4209,839,35836,012,7786.22%5%Stockholders:FMR LLC(12).74,759,71574,759,71513.14%BlackRock,Inc.(13).47,638,49047,638,4908.37%PRIMECAP Management Compa

316、ny and affiliates(14).36,140,91236,140,9126.35%*Represents less than 1 percent of the outstanding shares of our common stock.25Proxy(1)This table is based upon information provided to us by our executive officers and directors.Information about principal stockholders is based solely on Schedules 13G

317、 filed with the SEC.Unless otherwise indicated in the relevant footnote to this table and subject to community propertylaws where applicable,we believe that each of the stockholders named in the table has sole votingand investment power with respect to the shares indicated as beneficially owned.Appl

318、icablepercentages of beneficial ownerships are based on 569,017,105 shares of our common stockoutstanding as of March 22,2010,adjusted as required by SEC rules.(2)Includes(i)19,457,465 shares of common stock held by Jen-Hsun Huang and Lori Huang,asco-trustees of the Jen-Hsun and Lori Huang Living Tr

319、ust 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 theHuang Trust is the general partner;(iii)57,500 shares of common stock held by the Jen-HsunHuang 2009 Annuity Trust,of which Mr.Huang is trustee;and(iv)57,500 shares of comm

320、on stockheld by the Lori Lynn Huang 2009 Annuity Trust,of which Mr.Huangs wife is trustee.By virtueof their status as co-trustees of the Huang Trust,each of Jen-Hsun Huang and Lori Huang may bedeemed to have shared beneficial ownership of the 19,457,465 shares held by the Huang Trust and1,237,239 sh

321、ares held by J.and L.Huang Investments,L.P.and to have shared power to vote or todirect the vote or to dispose of or direct the disposition of such securities.(3)Includes 66,880 shares of common stock held by the Shannon Revocable Trust,of whichMr.Shannon and his wife are co-trustees and of which Mr

322、.Shannon exercises shared voting andinvestment power.(4)Includes 171,312 shares of common stock held in a retirement trust for the benefit of Mr.Coxeover which Mr.Coxe exercises sole voting and investment power.Also includes 321,849 shares heldin The Coxe Revocable Trust,or the Coxe Trust,of which M

323、r.Coxe and his wife are co-trusteesand of which Mr.Coxe exercises shared voting and investment power.Mr.Coxe disclaimsbeneficial ownership in the shares held by the Coxe Trust,except to the extent of his pecuniaryinterest therein.(5)Includes 159,404 shares held by The James C.Gaither Revocable Trust

324、,of which Mr.Gaither isthe trustee and of which Mr.Gaither exercises sole voting and investment power.Mr.Gaitherdisclaims beneficial ownership in these shares except to the extent of his pecuniary intereststherein.(6)Includes(i)750,000 shares of common stock held in the H.C.Jones Living Trust,of whi

325、chMr.Jones is trustee and of which Mr.Jones exercises sole voting and investment power,(ii)71,760shares of common stock owned by ACK Family Partners,L.P.of which Mr.Jones is a generalpartner and of which Mr.Jones exercises shared voting and investment power,and(iii)(a)3,900shares of common stock own

326、ed by the Gregory C.Jones Trust,of which Mr.Jones is co-trusteeand of which Mr.Jones exercises shared voting and investment power,(b)3,900 shares of commonstock owned by the Carolyn E.Jones Trust,of which Mr.Jones is a co-trustee and of whichMr.Jones exercises shared voting and investment power,and(

327、c)3,900 shares of common stockowned by the Harvey C.Jones III Trust,of which Mr.Jones is a co-trustee and of which Mr.Jonesexercises shared voting and investment power,collectively,the Jones Children Trusts.Mr.Jonesdisclaims beneficial ownership of the 71,760 shares of common stock held by ACK Famil

328、yPartners,L.P.,except to the extent of his pecuniary interest therein.Mr.Jones disclaims beneficialownership of the 11,700 shares of common stock held by Jones Children Trusts,except to theextent of his pecuniary interest therein.(7)Includes 302,808 shares held by the Millbor Family Trust,of which M

329、r.Miller and his wife areco-trustees and of which Mr.Miller exercises shared voting and investment power.26(8)Includes 50,000 shares held by The Perry&Pena Family Trust,of which Mr.Perry and his wife areco-trustees and of which Mr.Perry exercises shared voting and investment power.(9)Includes 165,00

330、0 shares held by the Rosemary&A.Brooke Seawell Revocable Trust U/A dated1/20/2009,of which Mr.Seawell and his wife are co-trustees and of which Mr.Seawell exercisesshared voting and investment power.(10)Includes 1,837,866 shares held by the 3rd Millennium Trust,of which Mr.Stevens and his wife areco

331、-trustees and of which Mr.Stevens exercises shared voting and investment power.(11)Includes shares described in footnotes two through ten above.(12)This information is based solely on a Schedule 13G/A,dated February 12,2010,filed with the SECon February 16,2010 by FMR LLC,or FMR,reporting its benefi

332、cial ownership as ofDecember 31,2009.The Schedule 13G/A reports that FMR has sole voting power with respect to3,438,786 shares and sole dispositive power with respect to 74,759,715 shares.FMR is located at 82Devonshire Street,Boston,Massachusetts 02109.(13)This information is based solely on a Sched

333、ule 13G,dated January 20,2010,filed with the SEC onJanuary 29,2010 by BlackRock,Inc.,or BlackRock,reporting its beneficial ownership as ofDecember 31,2009.The Schedule 13G reports that BlackRock has sole voting power with respectto 47,638,490 shares and sole dispositive power with respect to 47,638,490 shares.BlackRock islocated at 40 East 52nd Street,New York,NY 10022.(14)This information is base