NVIDIA 2013 Annual Report Download - page 22

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Every stockholder’s vote is important. Our Board thanks you for your commitment to the Company and urges
you to vote your shares FOR each of the proposals below.
Matter Board Recommendation
Management Proposals:
Election of ten directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FOR each director nominee
Approval of our executive compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FOR
Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for fiscal year 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FOR
Approval of an amendment and restatement of our Amended and Restated 2007 Equity Incentive
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FOR
Approval of an amendment and restatement of our 2012 Employee Stock Purchase Plan. . . . . . . . . . FOR
Election of Directors (Proposal 1)
Our Nominating and Corporate Governance Committee performs an annual assessment of each director nominee to
ensure that our directors have the skills, experience and commitment to effectively oversee NVIDIA. All of the director
nominees have proven leadership ability, sound judgment, integrity and a commitment to the success of NVIDIA.
Name Age
Director
Since Occupation Independent
Attendance at
Board and
Committee
Meetings in
Fiscal Year 2014
Number of
Public
Company
Boards Served
(including
NVIDIA)
Robert K. Burgess.56 2011 Independent Consultant 2
Tench Coxe. . . . . . 56 1993 Managing Director, Sutter Hill Ventures 3
James C. Gaither. . 76 1998 Managing Director, Sutter Hill Ventures 1
Jen-Hsun Huang . . 51 1993 President & CEO, NVIDIA Corporation 1
Dawn Hudson . . . . 56 2013 Vice Chairman, The Parthenon Group 3
Harvey C. Jones . . 61 1993 Managing Partner, Square Wave Ventures 1
William J. Miller*.68 1994 Independent Consultant 4
Mark L. Perry . . . . 58 2005 Advisor, Third Rock Ventures 1
A. Brooke Seawell 66 1997 Venture Partner, New Enterprise
Associates 3
Mark A. Stevens . . 54 2008** Managing Partner, S-Cubed Capital 1
* Lead Director
** Mr. Stevens previously served as a member of our Board from 1993 until 2006
Approval of Executive Compensation for Fiscal Year 2014 (Proposal 2)
We are asking our stockholders to cast a non-binding vote, or say on pay, to approve our named executive officer
compensation. The Board recommends a vote FOR this proposal because it believes that our compensation policies and
practices are effective in achieving our goals of rewarding financial and operating performance, aligning our executives’
long-term interests with those of our stockholders and attracting, retaining and motivating our executive officers. The Board
has adopted a policy of providing for annual say on pay votes. The next say on pay vote will occur at our 2015 Annual
Meeting.