NVIDIA 2013 Annual Report Download - page 30

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Proposal 1—Election of Directors
At our 2011 Annual Meeting, our stockholders approved the declassification of our Board of Directors. Beginning
with our 2014 Annual Meeting, all directors will have one-year terms and stand for election annually.
Our Board has ten members. Upon the recommendation of our Nominating and Corporate Governance Committee,
or the NCGC, our Board has nominated for election at the 2014 Annual Meeting the ten individuals listed in the following
table to hold office until the next annual meeting of stockholders and until his or her successor is elected or appointed. Each
of the nominees listed below, other than Mr. Burgess and Ms. Hudson, is currently a director of NVIDIA previously elected
by our stockholders.
Our nominees include nine independent directors, as defined by the rules and regulations of The NASDAQ Stock
Market LLC, or NASDAQ, and one NVIDIA officer: Jen-Hsun Huang, who serves as our President and Chief Executive
Officer.
The Board expects the nominees will be available for election. If a nominee declines or is unable to act as a director,
your proxy may be voted for any substitute nominee proposed by the Board or the size of the Board may be reduced. In
accordance with our Bylaws, directors are elected if they receive more FOR votes than WITHHOLD votes.
Recommendation of the Board
The Board recommends that you vote FOR the election of each of the following nominees:
Name Age Director Since Occupation
Robert K. Burgess . . . . . . . . . . . . . . . . . . . . 56 2011 Independent Consultant
Tench Coxe . . . . . . . . . . . . . . . . . . . . . . . . . 56 1993 Managing Director, Sutter Hill Ventures
James C. Gaither . . . . . . . . . . . . . . . . . . . . . 76 1998 Managing Director, Sutter Hill Ventures
Jen-Hsun Huang . . . . . . . . . . . . . . . . . . . . . 51 1993 President & Chief Executive Officer, NVIDIA Corporation
Dawn Hudson . . . . . . . . . . . . . . . . . . . . . . . 56 2013 Vice Chairman, The Parthenon Group
Harvey C. Jones. . . . . . . . . . . . . . . . . . . . . . 61 1993 Managing Partner, Square Wave Ventures
William J. Miller* . . . . . . . . . . . . . . . . . . . . 68 1994 Independent Consultant
Mark L. Perry . . . . . . . . . . . . . . . . . . . . . . . 58 2005 Advisor, Third Rock Ventures
A. Brooke Seawell. . . . . . . . . . . . . . . . . . . . 66 1997 Venture Partner, New Enterprise Associates
Mark A. Stevens . . . . . . . . . . . . . . . . . . . . . 54 2008** Managing Partner, S-Cubed Capital
* Lead Director
** Mr. Stevens previously served as a member of our Board from 1993 until 2006