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1、2023NVIDIA CorporationAnnual ReviewNotice of Annual Meeting Proxy Statement Form 10-K“NVIDIAs Big AI Moment Is Here”EngadgetNVIDIA invented accelerated computing to solve problems that ordinary computers cant.Accelerated computing requires full-stack invention,from chips,systems,networking,and accel
2、eration libraries,all the way to refactoring applications.The acceleration of deep learning ignited the big bang of AI.And,with ChatGPT,generative AI has captured the worlds imagination.Generative AI is a new computing platform like the PC,internet,mobile,and cloud.The iPhone moment for AI is here.A
3、ccelerated computing and AI have arrived.“NVIDIA Puts AI at Center of Latest GeForce Graphics Card Upgrade”BloombergNVIDIA RTX is the new standard.Revolutionizing the ways we play and create,RTX is the most advanced platform for ray tracing and AI technologies.Over 400 top games and applications use
4、 RTX to deliver realistic graphics with a massive performance boost.And for GeForce NOW Ultimate members,RTX 4080 SuperPODs are here,streaming RTX 4080-class performance from the cloud.NVIDIA AINVIDIA OmniverseNeMoPicassoNVIDIA DGX SuperPODBioNeMo“NVIDIAs Growing Momentum in the Public Cloud”ForbesW
5、e extended our business model with NVIDIA DGX Cloud by partnering with Microsoft Azure,Google Cloud Platform,and Oracle Cloud Infrastructure to instantly bring NVIDIA AI to nearly every company,from a browser.DGX Cloud offers customers the best of NVIDIA and the best of the worlds leading cloud serv
6、ice providers.Omniverse is the digital-to-physical operating system to realize industrial digitalization.We extended Omniverse into the cloud through our partnership with Microsoft Azure.And NVIDIA AI Foundations will offer language,visual,and biology model-making services via the cloud so every com
7、pany can tap into the potential of generative AI.“NVIDIAs Clara Ecosystem Is Being Used by More Than 100 Partners”Healthcare IT NewsNVIDIA Clara is a healthcare application framework for imaging,instruments,genomics,and drug discovery.Drug discovery is a nearly$2 trillion industry with$250 billion d
8、edicated to R&D.The industry is now jumping into generative AI to discover disease targets,design novel molecules and protein-based drugs,and predict the behavior of medicines in the body.NVIDIA BioNeMo provides state-of-the-art generative AI models for drug discovery,available in the cloud.“NVIDIA
9、Builds Out Its Omniverse Ecosystem to Support the Automotive Metaverse”SiliconANGLENVIDIA Omniverse is an ideal tool for an industrial world seeking to digitalize.Omniverse can simulate the best possible layouts before the first brick is placed.The$3 trillion automotive industry is modernizing all i
10、ts processes to take advantage of computing and AI.BMW Group uses Omniverse to build a whole factory digital twin before constructing it physically.Mercedes-Benz is using NVIDIA DRIVE IX on Omniverse to design and simulate its integrated cabins and electronics.“NVIDIA cuLitho Computational Lithograp
11、hy Massively Accelerates Chip Design Using GPUs”ForbesNVIDIAs acceleration libraries solve new challenges and open new markets.They connect to applications that connect to the worlds industries,forming a network of networks.NVIDIA cuLitho is a new library that supercharges computational lithography,
12、an immense computational workload in chip design and manufacturing.The result of over four years of partnership and collaboration with TSMC,ASML,and Synopsys,cuLitho accelerates computational lithography by over 40X and paves the way for the industry to go to 2nm and beyond.We had a tough 2022.Our b
13、usiness was affected by economic headwinds,geopolitical tension,and a product supply chain that swung from severe shortage to excess.NVIDIANs rose to tackle each challenge while inventing new technologies and capabilities that position us at the center of the most exciting opportunities in the histo
14、ry of computing.Data center AI and accelerated workloads are continuing to skyrocket.Developers are shifting to NVIDIA accelerated computing as the four-decade-long exponential scaling of CPU-based general-purpose computing ends.ChatGPT,the AI application heard around the world,showcased the abiliti
15、es of generative AI and its potential to drive industrial productivity and advance the worlds most significant scientific challenges.Generative AI has created a sense of urgency in companies everywhere to reimagine their products and business models.Generative AI is also accelerating industrial digi
16、talization.The largest industries,from auto manufacturing to pharmaceutical,will be reinvented with generative AI and become some of the most advanced technology industries.NVIDIAs body of work is reshaping the future of computing.Accelerated Computing Accelerated computing is not easyit requires fu
17、ll-stack optimization from chip architecture,systems,and acceleration libraries,to refactoring the applications.Each application domain requires optimized stacksfrom graphics,imaging,and particle or fluid dynamics to data processing and machine learning.NVIDIA pioneered accelerated computing by exte
18、nding the GPU,a 3D graphics accelerator,into a parallel computing accelerator.NVIDIA acceleration libraries build on CUDA,and all NVIDIA GPUs are CUDA-compatible.Four million developers are working with CUDA,and that number is expanding.It took 12 years to reach 2 million developers,but weve doubled
19、 that number in the last two and a half years.CUDA has been downloaded more than 40 million times.A wealth of accelerated applications attracts end users,which creates a large market for cloud service providers and computer makers to serve.This in turn affords billions in R&D to fuel its growth.NVID
20、IA has established the accelerated computing virtuous cycle.We help developers achieve incredible speedups through full-stack invention,from the chips and systems to the algorithms and applications they run.These algorithms are optimized and packaged into acceleration libraries,where they help milli
21、ons of developers across industries solve complex problems.NVIDIA has hundreds of acceleration libraries that form our core platforms:NVIDIA RTX for graphics,NVIDIA HPC for scientific computing,NVIDIA AI for data science and artificial intelligence,NVIDIA DRIVE for autonomous vehicles,and NVIDIA Omn
22、iverse for industrial digitalization applications.We now offer 300 acceleration libraries and 400 AI models,with 100 added or updated in the past year alone,including cuQuantum for quantum computing,cuOpt for combinatorial optimization,Dear NVIDIANs and Stakeholders,RevenueFlatin BillionsGross Margi
23、n-8.0 ptsGAAP ResultsEPS-55%FY22FY23$0$5$10$15$20$25$30FY22FY23$0$1$2$3$4FY22FY2354%56%58%64%62%66%$26.91 B$26.97 B56.9%64.9%$3.85$1.74and the new cuLitho,which addresses the single largest computation workload in chip design and manufacturing:computational lithography.The product of close collabora
24、tions for over four years with TSMC,ASML,and Synopsys,cuLitho can reduce mask creation time from two weeks to overnight and enable 500 NVIDIA DGX H100 systems to achieve the same work as 40,000 CPU systems.Thats 1/8 of the space needed and 1/9 of the power to achieve current results with NVIDIA syst
25、ems.Most importantly,it provides the chip industry a platform for the next leap into the next chip design and manufacturing miracle.It operates near the limits of physics:high-numerical aperture extreme ultraviolet lithography.This process will require radical algorithms such as inverse lithography
26、and AI approaches for continued scaling to 2nm and beyond.Is Sustainable ComputingThe exponential growth trend in CPU computing performance coupled with only moderate power and cost increases is no more.Data centers are already about 1-2%of global electricity consumption and that consumption is expe
27、cted to continue to grow.This continued growth is not sustainable for operating budgets and our planet.For computing to be sustainable,data centers must accelerate every workload possible.NVIDIA pioneered accelerated computing and has built a large installed base and a rich ecosystem of developers a
28、nd applications available everywhere.Accelerated computing is sustainable computing,bending the energy consumption trendline away from runaway growth and toward a sustainable future.The iPhone Moment For AIChatGPT has taken the world by storm.Hundreds of millions of people worldwide have been captiv
29、ated by its abilities.Companies in new and established industries are racing to explore its potential.The foundation of ChatGPT is a large language model(LLM).According to ChatGPT itself,an LLM is:“A large language model refers to a type of artificial intelligence(AI)model trained on a vast amount o
30、f text data to generate human-like text responses.Language models understand and generate human language,and they can perform a wide range of tasks,such as answering questions,summarizing text,translating languages,and generating text content.“LLMs,such as GPT-3(Generative Pre-trained Transformer 3)
31、,are known for their high capacity to learn from large datasets and generate coherent and contextually relevant text.These models use deep neural networks with multiple layers to capture complex patterns and representations in language data.LLMs can understand the nuances of language,including gramm
32、ar,syntax,context,and meaning,and can generate text that is often difficult to distinguish from text written by humans.“LLMs have many potential applications in various domains,including natural language processing(NLP),conversational AI,content generation,language translation,and more.”LLMs can lea
33、rn the representation of information that has structure from human language,music,images,and even proteins and chemicals.The potential of generative AI models to amplify human productivity is incredible.Impacts will be felt in industries ranging from healthcare and financial services,to design,art,a
34、nd entertainment.LLMs are trained with NVIDIA DGX AI supercomputers.An LLM neural network model with tens of billions of artificial neurons learns by processing trillions of bytes of data.This requires thousands of GPUs connected by high-speed networking running in unison.A New Computing Era Has Arr
35、ivedThroughout history,we have witnessed the emergence of various computing eras driven by the convergence of multiple technologies.From the advent of personal computers,to the internet,cloud,and mobile computing,and now artificial intelligence,each wave has expanded the realm of computing.Each has
36、narrowed the technology divide,putting computers,the instrument of knowledge,into the hands of more people.The PC took over 20 years from the launch of the IBM PC to reach a billion people and transform education and businesses in every industry.Only five years after the iPhone launch,smartphones,wi
37、th simple-to-use touch interfaces and powerful computing in the cloud,put incredible applications in the hands of a billion people.AI is a new wave of computing that requires no programming skills and is prompted in plain human language to perform incredible,seemingly intelligent tasks.The remarkabl
38、e ease of use let ChatGPT reach over 100 million users in just a few months,making it the fastest-growing application in history.So,whats next?Like autonomous vehicles that require rigorous functional and active safety technologies,generative AI systems must be supported by technologies for safety a
39、nd trustworthiness.Researchers and industry are creating technologies that align models to values and principles,augment models with factual knowledge bases,and provide guardrails to limit models within the operating domains of use.Although safety and trustworthiness remain vast domains for ongoing
40、research,well-regarded tools,methods,and practices are already proliferating.And while general-purpose AI continues to advance,companies can build custom LLMs specialized for their industry.Learning from their proprietary data,companies in healthcare,financial services,retail,manufacturing,and more
41、will train generative AI models to automate their companies and tasks that are valuable to their customers.NVIDIA DGX and AI Cloud Within The Worlds Best CloudsApplying generative AI to each industry requires domain expertise and training data,LLMs and safety systems,AI supercomputing infrastructure
42、,and expertise.NVIDIA is building a new AI service that helps companies build their own LLM AI factories that produce and refine their companys intelligence.The service consists of the NVIDIA AI Foundations custom LLM model-making system,the NVIDIA DGX AI supercomputing infrastructure,NVIDIA AI infe
43、rence platforms,and experts to assist.These services and platforms can be available in a companys on-premises data centers or through the worlds leading cloud service providers.NVIDIA AI Foundations is a cloud servicea foundryfor building custom language models and generative AI.It is comprised of l
44、anguage,visual,and biology model-making services.Customers can use NVIDIA AI Foundations to create,refine,and operate custom LLMs and generative AI trained with their proprietary data and for their domain-specific tasks.The pharmaceutical industry is a top focus of NVIDIA AI Foundations.It can cost$
45、2 billion and take 10-15 years of research to bring a new drug to market.Using our service and working with our researchers,customers can use our pretrained and optimized biology LLMs to accelerate early-stage drug discovery workflows from months to weeks.Amgen,AstraZeneca,Insilico,Evozyne,Innophore
46、,and Alchemab Therapeutics are all early-access users.Generative AI will transform drug discovery.GeForce Revolutionized AI.AI Revolutionizes GeForceGeForce for gaming is NVIDIAs technology driving force.The technology demand to create realistic and interactive virtual worlds is insatiable.And the g
47、aming market continues to expand.From a zero-billion-dollar market 30 years ago,there are over a billion PC gamers today.Someday,nearly everyone will be a gamer.And games will be incredibly realistic.The technologies necessary are ray tracing,physics simulations,digital humans,and generative AIthe t
48、echnologies that NVIDIA GPUs enable.The future of gaming started 12 years ago when AI researchers discovered the math processing prowess of NVIDIA GeForce gaming GPUs with CUDA-accelerated computing to realize the effectiveness of deep learning.This ignited the big bang of modern AI.Coming full circ
49、le,AI is now revolutionizing the GPU,computer graphics,and gaming technologies.We introduced programmable shaders a quarter century ago,revolutionizing 3D graphics.Five years ago,we launched NVIDIA RTX,opening a new frontier.This year,we introduced the next breakthrough in AI-powered graphics:DLSS 3
50、.It is one of our greatest neural rendering inventions.DLSS 3 generates entirely new frames rather than just pixels,boosting performance over 4X vs.rendering.Imagine an AI model that runs on GeForce but learns to create beautiful images on a DGX AI supercomputer.DLSS 3 learned to generate seven out
51、of every eight pixels in a scene.The speedup,image quality improvement,and energy saved are incredible.Every NVIDIA RTX gamer can enjoy the automated pixel-prediction capability of a generative AI that NVIDIA DGX AI supercomputers trainedlearn once,save energy for hundreds of millions of gamers.DLSS
52、 3 is a big deal in many ways.Neural rendering is an entirely new way of doing computer graphics and is the technology for the next leap in virtual world generation.But it is also direct evidence that accelerated computing and AI are the ways to sustainable computing for the planet.Like NVIDIA DGX a
53、nd NVIDIA AI,NVIDIA RTX has leaped into the cloud.This year,we unveiled the GeForce NOW Ultimate membership tier,delivering GeForce RTX 4080-class performance with NVIDIA Reflex,ray tracing,and DLSS 3.With 25 million members worldwide in 100+countries,GeForce NOW serves more games to more countries
54、than any other gaming service.NVIDIA and Microsoft signed a 10-year deal to bring the Xbox PC game library to GeForce NOW.Members will be able to stream top game franchises such as Halo,Minecraft,Elder Scrolls,and other titles from Bethesda,Mojang Studios,and Activision,pending the closure of Micros
55、ofts acquisition.Omniverse:Connecting Our Physical And Digital WorldsThe largest and most impactful industries make and operate physical thingsfrom electronic devices,cars,buildings,factories,warehouses to luxury goods and life-saving medicine.They make physical things but want to build and operate
56、them digitally.To do so,a new type of operating system that is physically based is neededone that understands the laws of physics.NVIDIA Omniverse,our platform for industrial digitalization,builds virtual representations of physical things and assetscreating digital twins and connecting digital and
57、physical worlds.Omniverse enables industries grounded in physical processes to become software-defined,realize unified digitalization,and connect large,highly skilled teams.This year,we announced Omniverse Cloud,making it easier to develop,deploy,and operate industrial digitalization applications fr
58、om nearly anywhere,on almost any device.NVIDIA is partnering with Microsoft to bring Omniverse to hundreds of millions of Microsoft 365 and Azure users.Omniverse Cloud connects to the Microsoft 365 productivity suite,including Teams,OneDrive,and SharePoint,and to Azure IoT Digital Twins services.Thi
59、s partnership will help connect the worlds industries to Omniverse Cloudhosted in Azure and benefiting from Microsofts rich storage,security,applications,and services portfolio.Omniverse can simulate the best possible factory and store layouts before laying the first brick.Utilizing digital twins re
60、duces last-minute surprises,change orders,and plant opening delays.Virtual factory integration can save billions for the worlds factories.Some of the most significant companies in the world are using Omniverse to digitalize their operations.Amazon Robotics is using Omniverse to build AI-enabled digi
61、tal twins of its warehouses to better optimize warehouse design and flow and train more intelligent robotic solutions.Lowes is using Omniverse to design,build,and operate digital twins of its stores to optimize operations.BMW Group is using Omniverse to build a fully functioning factory digital twin
62、 before building it in the real world.Mercedes-Benz and Jaguar Land Rover are both using Omniverse to generate scenarios to test and validate the next generation of autonomous vehicles.Driving Automotive GrowthGenerative AI and digitalization are reshaping the$3 trillion automotive industry,from des
63、ign and engineering to manufacturing,autonomous driving,and customer experience.NVIDIA is at the epicenter of this industrial transformation,with a$14 billion automotive design win pipeline over the next six years.Developing self-driving cars is one of our most complex AI challenges.It requires two
64、computers:an AI factory in the data center refining and testing the AI software and the AI computer in the car.Hundreds of partners across the automotive ecosystem are now developing software on NVIDIA DRIVE,including 20 of the top 30 manufacturers building new energy vehicles,many of the industrys
65、tier-one manufacturers and top software makers,plus eight of the largest 10 trucking and robotaxi companies.Looking AheadAccelerated computing and AI have arrived.We must accelerate every possible workload to reclaim power so that computing can be sustainable.Generative AI has created a new computin
66、g platform,like the PC,internet,and mobile cloud.More than 40,000 companies are already running on NVIDIA to speed up,scale up,and unlock previously impossible-to-solve problems.And our new DGX Cloud partnerships with the worlds leading cloud service providers,NVIDIA AI Foundation custom model-makin
67、g foundry,and Omniverse Cloud services will further accelerate our engagement with the worlds industries as they race to reinvent themselves in this new computing era.We faced many storms last year but did magnificent work through it all.I could not be prouder of our employees and more excited to bu
68、ild the future together.Jensen Huang CEO and Founder,NVIDIA May 2023 NVIDIA Corporation Notice of 2023 Annual Meeting Proxy Statement and Form 10-K Forward-Looking Statements Certain statements in this document including,but not limited to,statements as to:the impact,benefits,abilities,features,perf
69、ormance,and availability of our products,services,and technologies,including CUDA,NVIDIA GPUs and acceleration libraries,NVIDIA RTX,NVIDIA HPC,NVIDIA AI and AI Inference platforms,NVIDIA DRIVE,NVIDIA Omniverse including Omniverse Cloud,cuQuantum,cuOpt,cuLitho,NVIDIA DGX H100 systems,NVIDIA DGX AI su
70、percomputers and supercomputing infrastructure,NVIDIA AI Foundations,GeForce NOW,DLSS 3,NVIDIA Reflex,DGX Cloud and SuperPOD,NeMo,Picasso,BioNeMo,and NVIDIA Clara;data center AI and accelerated workloads continuing to skyrocket;developers shifting to NVIDIA accelerated computing;the potential of gen
71、erative AI to drive industrial productivity and advance the worlds most significant scientific challenges;generative AI accelerating industrial digitalization and the largest industries including auto,manufacturing,and pharmaceutical being reinvented with generative AI and becoming some of the most
72、advanced technology industries;NVIDIA reshaping the future of computing;the number of developers working with CUDA expanding;data center consumption of global electricity continuing to grow and the impact thereof;data centers needing to accelerate every workload possible for computing to be sustaina
73、ble;accelerated computing bending the energy consumption trendline away from runaway growth and toward a sustainable future;companies racing to explore the potential of ChatGPT;the abilities and impact of LLMs;the potential of generative AI models to amplify human productivity and its impacts being
74、felt in industries ranging from healthcare and financial services,to design,art,and entertainment;the potential of AI and the future of AI as a new wave of computing;the proliferation of well-regarded tools,methods,and practices for safety and trustworthiness;general-purpose AI continuing to advance
75、;companies learning from their proprietary data to train generative AI models to automate tasks that are valuable to their customers;generative AI transforming drug discovery;the insatiable demand to create realistic and interactive virtual worlds and the gaming markets continued expansion;the futur
76、e of gaming,including nearly everyone being a gamer someday and games being incredibly realistic;AI revolutionizing the GPU,computer graphics,and gaming technologies;accelerated computing and AI being the ways to sustainable computing for the planet;some of the most significant companies in the worl
77、d using Omniverse to digitalize their operations;generative AI and digitalization reshaping the automotive industry;our automotive design win pipeline;our collaborations and partnerships with third parties and the benefits and impact thereof;our growth drivers and opportunities;and our markets,marke
78、t position,and strategies are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectations.Important factors that could cause actual results to differ materially include:global economic conditions;our reliance on third p
79、arties to manufacture,assemble,package and test our products;the impact of technological development and competition;development of new products and technologies or enhancements to our existing product and technologies;market acceptance of our products or our partners products;design,manufacturing o
80、r software defects;changes in consumer preferences or demands;changes in industry standards and interfaces;unexpected loss of performance of our products or technologies when integrated into systems;as well as other factors detailed from time to time in the most recent reports NVIDIA files with the
81、Securities and Exchange Commission,or SEC,including,but not limited to,its annual report on Form 10-K and quarterly reports on Form 10-Q.Copies of reports filed with the SEC are posted on the companys website and are available from NVIDIA without charge.These forward-looking statements are not guara
82、ntees of future performance and speak only as of the date hereof,and,except as required by law,NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERSDate and time:Thursday,June 22,2023 at 11:0
83、0 a.m.Pacific Daylight TimeLocation:Virtually at of business:Election of thirteen directors nominated by the Board of DirectorsAdvisory approval of our executive compensationAdvisory approval of the frequency of holding a vote on our executive compensationRatification of the selection of Pricewaterh
84、ouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024Transaction of other business properly brought before the meetingRecord date:You can attend and vote at the annual meeting if you were a stockholder of record at the close of business on April 24,2023.Stockholde
85、r list:A list of stockholders entitled to vote at the close of business on the record date will be available during the annual meeting at and at our headquarters,2788 San Tomas Expressway,Santa Clara,California,for 10 days prior to the annual meeting to registered stockholders for any legally valid
86、purpose related to the annual meeting.To schedule an appointment to view the stockholder list during the 10 days prior to the annual meeting,please contact us at .Virtual meeting admission:We will be holding our annual meeting virtually at participate in the annual meeting,you will need the control
87、number included on your notice of proxy materials or printed proxy card.Pre-meeting forum:To communicate with our stockholders in connection with the annual meeting,we have established a pre-meeting forum located at where you can submit advance questions.Your vote is very important.Whether or not yo
88、u plan to attend the virtual annual meeting,PLEASE VOTE YOUR SHARES.As an alternative to voting during the virtual annual meeting,you may vote in advance online,by telephone or,if you have elected to receive a paper proxy card in the mail,by mailing the completed proxy card.Important notice regardin
89、g the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 22,2023.This Notice,our Proxy Statement,our Annual Report on Form 10-K,and our Annual Review are available at Order of the Board of Directors Timothy S.Teter Secretary2788 San Tomas Expressway,Santa Clara
90、,California 95051May 8,2023TABLE OF CONTENTSPageDEFINITIONS3BUSINESS OVERVIEW4PROXY SUMMARY6PROXY STATEMENT11Information About the 2023 Meeting11Proposal 1Election of Directors15Director Qualifications and Nomination of Directors16Our Director Nominees19Information About the Board of Directors and C
91、orporate Governance26Independence of the Members of the Board of Directors26Board Leadership Structure26Committees of the Board of Directors27Role of the Board in Risk Oversight30Corporate Governance Policies of the Board of Directors31Stockholder Communications with the Board of Directors33Majority
92、 Vote Standard33Board Meeting Information33Corporate Responsibility34Director Compensation38Review of Transactions with Related Persons40Security Ownership of Certain Beneficial Owners and Management41Proposal 2Advisory Approval of Executive Compensation43Executive Compensation44Compensation Discuss
93、ion and Analysis44Risk Analysis of Our Compensation Plans56Summary Compensation Table for Fiscal 2023,2022 and 202157Grants of Plan-Based Awards for Fiscal 202358Outstanding Equity Awards as of January29,202359Option Exercises and Stock Vested in Fiscal 202360Employment,Severance and Change-in-Contr
94、ol Arrangements60Potential Payments Upon Termination or Change-in-Control61Pay Ratio61Pay Versus Performance62Compensation Committee Interlocks and Insider Participation65Compensation Committee Report65Proposal 3Approval of Frequency of Executive Compensation66Proposal 4Ratification of the Selection
95、 of Independent Registered Public Accounting Firm for Fiscal 202467Fees Billed by the Independent Registered Public Accounting Firm68Report of the Audit Committee of the Board of Directors69Equity Compensation Plan Information70Additional Information70Other Matters70This Proxy Statement contains for
96、ward-looking statements.All statements other than statements of historical or current facts,including statements regarding our environmental,social and corporate governance plans and goals,made in this document are forward-looking.Forward-looking statements are based on our managements beliefs and a
97、ssumptions and on information currently available to our management.In some cases,you can identify forward-looking statements by terms such as“may,”“will,”“should,”“could,”“goal,”“would,”“expect,”“plan,”“anticipate,”“believe,”“estimate,”“project,”“predict,”“potential”and similar expressions intended
98、 to identify forward-looking statements.Actual results could differ materially for a variety of reasons.Risks and uncertainties that could cause our actual results to differ significantly from managements expectations are described in our Annual Report on Form 10-K for the fiscal year ended January
99、29,2023.2DEFINITIONS2007 PlanNVIDIA Corporation Amended and Restated 2007 Equity Incentive PlanAIArtificial intelligenceACAudit Committee of the BoardASC 718FASB Accounting Standards Codification Topic 718:Compensation-Stock CompensationBase Operating PlanPerformance goal necessary to earn the targe
100、t award under the Variable Cash Plan and for the target number of SY PSUs to become eligible to vestBoardThe Companys Board of DirectorsCAP“Compensation actually paid,”as defined under Item 402(v)of Regulation S-KCCCompensation Committee of the BoardCD&ACompensation Discussion and AnalysisCEOChief E
101、xecutive OfficerCFOChief Financial OfficerCharterThe Companys Restated Certificate of IncorporationControl NumberIdentification number for each stockholder included in Notice or proxy cardCRCorporate responsibilityERMEnterprise risk managementESPPNVIDIA Corporation Amended and Restated 2012 Employee
102、 Stock Purchase PlanExchange ActSecurities Exchange Act of 1934,as amendedFASBFinancial Accounting Standards BoardFiscal 20_The Companys fiscal year ended on the last Sunday in January of the stated yearForm 10-KThe Companys Annual Report on Form 10-K for Fiscal 2023 filed with the SEC on February 2
103、4,2023GAAPGenerally accepted accounting principles in the United StatesInternal Revenue CodeU.S.Internal Revenue Code of 1986,as amendedLead DirectorLead independent directorMeetingAnnual Meeting of StockholdersMY PSUsMulti-year PSUs with a three-year performance metric,vesting after three yearsNasd
104、aqThe Nasdaq Stock Market LLCNCGCNominating and Corporate Governance Committee of the BoardNEOsNamed Executive Officers consisting of our CEO,our CFO,and our other three most highly compensated executive officers as of the end of Fiscal 2023Non-GAAP Operating IncomeGAAP operating income,as the Compa
105、ny reports in its SEC filings,excluding stock-based compensation expense,acquisition termination cost,acquisition-related costs,restructuring costs,IP-related costs,legal settlement costs,contributions and other costs.Please see Reconciliation of Non-GAAP Financial Measures in our CD&A for a reconci
106、liation between the non-GAAP financial measures and GAAP resultsNoticeNotice of Internet Availability of Proxy MaterialsNVIDIA,Company,we,us,ourNVIDIA Corporation,a Delaware corporationNYSENew York Stock ExchangePACsPolitical action committeesPSUPerformance stock unitPwCPricewaterhouseCoopers LLPRBA
107、Responsible Business AllianceRSURestricted stock unitS&P 500Standard&Poors 500 Composite IndexSECU.S.Securities and Exchange CommissionSection 162(m)Section 162(m)of the Internal Revenue CodeSecurities ActSecurities Act of 1933,as amendedStretchPerformance goal necessary for the maximum number of MY
108、 PSUs to become eligible to vestStretch Operating PlanPerformance goal necessary to earn the maximum award under the Variable Cash Plan and for the maximum number of SY PSUs to become eligible to vestSY PSUsPSUs with a single-year performance metric,vesting over four yearsTargetPerformance goal nece
109、ssary for the target number of MY PSUs to become eligible to vestThresholdMinimum performance goal necessary to earn an award under the Variable Cash Plan and for SY PSUs and MY PSUs to become eligible to vestTSRTotal shareholder returnVariable Cash PlanThe Companys variable cash compensation plan3B
110、USINESS OVERVIEWNVIDIA pioneered accelerated computing to help solve the most challenging computational problems.We specialize in markets in which our computing platforms can provide tremendous acceleration for applications.Fiscal 2023 ResultsRevenueGross MarginOperating IncomeDiluted EPS$27.0 billi
111、on 56.9%$4.2 billion$1.74flat year on year down 8.0 points year on year down 58%year on year down 55%year on year Fiscal 2023 Reportable SegmentsOur two reportable segments are“Compute&Networking”and“Graphics”:Compute&NetworkingGraphicsAll Other*ConsolidatedRevenue$15.1 billion$11.9 billion$27.0 bil
112、lionup 36%year on yeardown 25%year on yearflat year on yearOperating Income(Loss)$5.1 billion$4.6 billion$(5.5)billion$4.2 billionup 11%year on yeardown 46%year on yeardown 58%year on year*Includes expenses that our chief operating decision maker does not assign to either Compute&Networking or Graph
113、ics for purposes of making operating decisions or assessing financial performance.Fiscal 2023 Market PlatformsOur platforms address four large markets where our expertise is critical:Data CenterGamingProfessional VisualizationAutomotive$15.0 billion revenueup 41%year on year$9.1 billion revenuedown
114、27%year on year$1.5 billion revenuedown 27%year on year$0.9 billion revenueup 60%year on year4Recent HighlightsRecent business highlights include:The NVIDIA Hopper GPU architecture and ramp of the first products based on the architecture,including the NVIDIA H100 Tensor Core GPUNVIDIA cloud services
115、,including:NVIDIA DGX Cloud,an AI supercomputing service that gives enterprises immediate access to the infrastructure and software needed to train advanced models for generative AI and other groundbreaking applications.NVIDIA has partnered with leading cloud service providers to host these services
116、 in their data centersNVIDIA AI Foundations,a set of cloud services that advance enterprise-level generative AI and enable customization across use cases in areas such as text,visual content,and biologyNVIDIA Omniverse Cloud,a platform-as-a-service giving instant access to a full-stack environment t
117、o design,develop,deploy and manage industrial metaverse applicationsNew inference platforms for generative AI inflectionThe new Ada Lovelace GPU architecture,and introduction of the first products based on Ada.We also introduced NVIDIA DLSS 3 for over 50 games and applications and brought GeForce RT
118、X 4080-class performance to the GeForce NOW Ultimate membership tierProduction of the NVIDIA DRIVE Orin autonomous vehicle system-on-a-chip and introduction of next-generation NVIDIA DRIVE Thor Fiscal 2023 Returns to ShareholdersTotal Shareholder Return*Total Capital Returned to Shareholders*Represe
119、nts cumulative stock price appreciation with dividends reinvested and is measured for the applicable fiscal year periods based on our closing stock price of$203.65 on the last trading day of Fiscal 2023.Please see our Form 10-K for more financial information for Fiscal 2023.5PROXY SUMMARYThis summar
120、y highlights information contained elsewhere in the proxy statement.This summary does not contain all the information that you should consider,and you should read the entire proxy statement carefully before voting.2023 Annual Meeting of StockholdersDate and time:Thursday,June 22,2023 at 11:00 a.m.Pa
121、cific Daylight TimeLocation:Virtually at date:Stockholders as of April 24,2023 are entitled to voteAdmission to meeting:You will need your Control Number to attend the 2023 MeetingVoting Matters and Board Recommendations A summary of the 2023 Meeting proposals is below.Every stockholders vote is imp
122、ortant.Our Board urges you to vote your shares FOR Proposals 1,2 and 4 and 1 YEAR for Proposal 3.MatterPageBoard RecommendsVote Required for ApprovalEffect of AbstentionsEffect of Broker Non-VotesManagement Proposals:1Election of thirteen directors15FOR each director nomineeMore FOR than AGAINST vot
123、esNoneNone2Advisory approval of our executive compensation43FORMajority of shares present,in person or represented by proxy,and entitled to vote on this matterAgainstNone3Advisory approval of the frequency of holding an advisory vote on our executive compensation661 YEARMajority of shares present,in
124、 person or represented by proxy,and entitled to vote on this matter(1)AgainstNone4Ratification of the selection of PwC as our independent registered public accounting firm for Fiscal 202467FORMajority of shares present,in person or represented by proxy,and entitled to vote on this matterAgainstN/A(2
125、)(1)If none of the four choices for this proposal receive an affirmative vote from holders of a majority of the shares present,in person or represented by proxy,and entitled to vote on this matter,the Board will consider the choice that receives the highest number of votes as the choice supported by
126、 our stockholders(2)Because this is a routine proposal,there are no broker non-votes6Election of Directors(Proposal 1)The following table provides summary information about each director nominee:NameAgeDirector SinceIndependentFinancial Expert(1)Committee MembershipOther Public Company BoardsRobert
127、K.Burgess652011CCTench Coxe651993CC1John O.Dabiri432020CCPersis S.Drell672015NCGCJen-Hsun Huang601993Dawn Hudson652013CC Chairperson2(2)Harvey C.Jones701993CC,NCGC Chairperson(3)Michael G.McCaffery692015AC Chairperson(4)1Stephen C.NealLead Director(5)742019NCGC Chairperson(3)Mark L.PerryLead Directo
128、r(5)672005AC,NCGCA.Brooke Seawell751997AC Chairperson(4)1Aarti Shah582020ACMark A.Stevens632008(6)AC,NCGC(1)For purposes of qualifying as an AC financial expert(2)Ms.Hudson is not seeking re-election to Modern Times Group MTG ABs board of directors effective as of MTGs 2023 annual general meeting(3)
129、Mr.Jones will serve as NCGC Chairperson until our 2023 Meeting,at which time Mr.Neal will take over as NCGC Chairperson(4)Mr.McCaffery will serve as AC Chairperson until our 2023 Meeting,at which time Mr.Seawell will take over as AC Chairperson(5)Mr.Perry will serve as Lead Director until our 2023 M
130、eeting,at which time Mr.Neal will take over as Lead Director(6)Previously served as a member of our Board from 1993 until 2006Recent Refreshment,Board Demographics and Nominee QualificationsOur director nominees exhibit a variety of competencies,professional experience,and backgrounds,and contribute
131、 diverse viewpoints and perspectives to our Board.While the Board benefits from the experience and institutional knowledge that our longer-serving directors bring,it has also brought in new perspectives and ideas through the appointment of two new directors since 2020.The Board also regularly rotate
132、s committee membership and chairpersons to promote a diversity of viewpoints on the Board committees.The Board and the NCGC has identified and continue to seek highly qualified women and individuals from underrepresented groups to include in the initial pool of potential director nominees,as discuss
133、ed below under Director Qualifications and Nomination of Directors.The Boards commitment to achieving a diverse and inclusive membership is demonstrated by our director nominees.Three of our directors are women and three are ethnically and/or racially diverse.Our two newest members enhance the Board
134、s gender,ethnic and/or racial diversity.We expect Board diversity to increase before our 2024 Meeting.Nominee Demographics7Nominee Skills,Competencies and AttributesBelow are the skills,competencies and attributes that our NCGC and Board consider important for our directors to have considering our c
135、urrent business and future market opportunities,and the director nominees who possess them:Senior Leadership&Operations ExperienceIndustry&TechnicalFinancial/Financial CommunityGovernance&Public Company BoardEmerging Technologies&Business ModelsMarketing,Communications&Brand ManagementRegulatory,Leg
136、al&Risk ManagementHuman Capital Management Experience DiversityBurgessCoxeDabiriDrellHuangHudsonJonesMcCafferyNealPerrySeawellShahStevensCorporate Governance HighlightsOur Board is committed to strong corporate governance to promote the long-term interests of the Company and our stockholders.We seek
137、 a collaborative approach to stockholder issues that affect our business and to ensure that our stockholders see our governance and executive pay practices as well-structured.In the Fall of 2022,we contacted our top institutional stockholders,representing an aggregate ownership of 32%,to gain insigh
138、ts into their views on corporate governance,environmental and social practices,and diversity and inclusion.Highlights of our corporate governance practices include:All Board members independent,except for our CEO Independent Lead Director Proxy access Declassified Board Majority voting for directors
139、 Active Board oversight of enterprise risk and risk management 75%or greater attendance by each Board member at meetings of the Board and applicable committees Independent directors frequently meet in executive sessions At least annual Board and committee self assessments Annual stockholder outreach
140、,including Lead Director participation Stock ownership guidelines for our directors and NEOsAdvisory Approval of Executive Compensation for Fiscal 2023(Proposal 2)We are asking our stockholders to cast a non-binding vote,also known as“say-on-pay,”to approve our NEOs compensation.The Board believes t
141、hat our compensation policies and practices are effective in achieving our goals of paying for performance;providing competitive pay so that we may attract and retain a high-caliber executive team;aligning our executives interests with those of our stockholders to create long-term value;and achievin
142、g simplicity and transparency with our compensation program.The Board and our stockholders have approved holding our“say-on-pay”votes annually.Executive Compensation HighlightsOur executive compensation program is designed to pay for performance.We utilize compensation elements that align our NEOs i
143、nterests with those of our stockholders to create long-term value.Our NEO pay is heavily weighted toward performance-based,“at-risk”variable cash and long-term equity awards that are only earned if the Company achieves pre-established corporate financial metrics,but capped at a maximum of 200%of tar
144、get(or 150%of target for our CEOs PSUs).For the last several years,over 90%of our CEOs,and over 50%of our other NEOs,target pay has been performance-based and at-risk,and 100%of our CEOs equity awards have been in the form of PSUs only.8At our 2022 Meeting,approximately 93%of the votes cast approved
145、 the compensation paid to our NEOs for Fiscal 2022.After considering this advisory vote and the feedback from our annual stockholder outreach,our CC concluded that our program effectively aligned executive pay with stockholder interests.Therefore,the CC maintained the same elements and metrics for F
146、iscal 2023 executive compensation,but(i)increased the proportion of“at-risk”target pay,and(ii)set the Threshold performance goals for revenue and Non-GAAP Operating Income above record-level Fiscal 2022 results,both of which further aligned corporate performance and executive pay.Financial Performan
147、ce and Link to Executive PayAs described further in our CD&A,a significant portion of our executive pay opportunities are tied to the achievement of financial measures that drive business value and contribute to our long-term success.The table below shows our goals for the applicable periods that we
148、re completed at the end of Fiscal 2023 and their respective impact on our executive pay.PERFORMANCE GOALSVariable Cash PlanSY PSUsMY PSUsFiscal 2023 RevenuePayout as a%of Target OpportunityFiscal 2023 Non-GAAP Operating Income(1)Shares Eligible to Vest as a%of Target OpportunityFiscal 2021 to 2023 R
149、elative TSRShares Eligible to Vest as a%of Target OpportunityThreshold$29.6 billion50%$13.2 billion50%25th percentile25%Base Operating Plan(Target for MY PSUs)$33.5 billion100%$15.8 billion100%50th percentile100%Stretch Operating Plan(Stretch for MY PSUs)$38.0 billion200%$18.3 billionCEO 150%;Other
150、NEOs 200%75th percentileCEO 150%;Other NEOs 200%PERFORMANCE ACHIEVEMENT AND PAYOUTSVariable Cash PlanSY PSUsMY PSUsPerformance Achievement for Period Ended Fiscal 2023$27.0 billion revenue(2)$9.0 billion Non-GAAP Operating Income(1)(2)99th percentile 3-year TSR relative to S&P 500(2)Payout as%of Tar
151、get Opportunity0%0%CEO 150%;Other NEOs 200%(1)See Reconciliation of Non-GAAP Financial Measures in our CD&A for a reconciliation between the non-GAAP financial measures and GAAP results.(2)See Performance Metrics and Goals for Executive Compensation in our CD&A for a description and further discussi
152、on of revenue,Non-GAAP Operating Income and 3-year relative TSR.Advisory Approval of the Frequency of Holding a Vote on Executive Compensation(Proposal 3)We are asking our stockholders to cast a non-binding vote,also known as“say-on-frequency,”to indicate their preference regarding how frequently we
153、 should solicit a non-binding advisory vote on the compensation of our NEOs.Accordingly,we are asking stockholders to indicate whether they would prefer an advisory vote every one,two or three years.The Board recommends holding our“say-on-frequency”votes annually.Ratification of Selection of PwC as
154、our Independent Registered Public Accounting Firm for Fiscal 2024(Proposal 4)Although not required,we are asking our stockholders to ratify the ACs selection of PwC as our independent registered public accounting firm for Fiscal 2024 because we believe it is a matter of good corporate practice.If ou
155、r stockholders do not ratify the selection,the AC will reconsider the appointment,but may nevertheless retain PwC.Even if the selection is ratified,the AC may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interes
156、ts of NVIDIA and our stockholders.9Corporate Responsibility NVIDIA invents computing technologies that enable scientists,engineers,designers,researchers,and developers to improve lives and address global challenges.Our goal is to integrate sound CR principles and practices into every aspect of the C
157、ompany.This proxy statement covers the following CR topics:10NVIDIA CORPORATION2788 SAN TOMAS EXPRESSWAYSANTA CLARA,CALIFORNIA 95051(408)486-2000_PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS-JUNE 22,2023 _Information About the 2023 MeetingYour proxy is being solicited for use at the 2
158、023 Meeting on behalf of the Board.Our 2023 Meeting will take place virtually on Thursday,June 22,2023 at 11:00 a.m.Pacific Daylight Time.Virtual Meeting Philosophy and BenefitsThe Board believes that holding the 2023 Meeting in a virtual format invites stockholder participation,while reducing the c
159、osts to stockholders and the Company associated with an in-person meeting.This balance allows the 2023 Meeting to remain focused on matters directly relevant to the interests of stockholders in an efficient way.We have designed the virtual format to protect stockholder rights,including by offering m
160、ultiple opportunities to ask questions,publishing answers to questions received before or during the 2023 Meeting on our Investor Relations website,and providing an archived copy of the webcast after the 2023 Meeting.Meeting AttendanceIf you were an NVIDIA stockholder as of the close of business on
161、the April 24,2023 record date,or if you hold a valid proxy,you can attend,ask questions during,and vote at our 2023 Meeting at 2023 Meeting will be held virtually;use the Control Number included on your Notice or printed proxy card to enter.Anyone can also listen to the 2023 Meeting live at you enco
162、unter any difficulties accessing the virtual 2023 Meeting during the check-in or the course of the 2023 Meeting,please call the technical support number available on archived copy of the webcast will be available at through June 21,2024.Even if you plan to attend the 2023 Meeting virtually,we recomm
163、end that you also vote by proxy as described below so that your vote will be counted if you later decide not to attend.Asking QuestionsWe encourage stockholders to submit questions through our pre-meeting forum located at (using the Control Number included on your Notice or printed proxy card)as wel
164、l as during the 2023 Meeting at the 2023 Meeting,we will answer as many stockholder-submitted questions related to the business of the 2023 Meeting as time permits.As soon as practicable following the 2023 Meeting,we will publish and answer questions received on our Investor Relations website.We int
165、end to group questions and answers by topic and substantially similar questions will be answered only once.To promote fairness to all stockholders and efficient use of the Companys resources,we will respond to one question per stockholder.We reserve the right to exclude questions regarding topics th
166、at are not pertinent to company business or are not otherwise suitable for the conduct of the 2023 Meeting.Quorum and VotingTo hold our 2023 Meeting,we need a majority of the outstanding shares entitled to vote at the close of business on the April 24,2023 record date,or a quorum,represented at the
167、2023 Meeting either by attendance virtually or by proxy.On April 24,2023,there were 2,473,129,295 shares of common stock outstanding and entitled to vote,meaning that 1,236,564,648 shares must be represented at the 2023 Meeting or by proxy to have a quorum.A list of stockholders entitled to vote at
168、the close of business on the record date will be available during the 2023 Meeting at and at our headquarters,2788 San Tomas Expressway,Santa Clara,California,for 10 days prior to the 2023 Meeting to registered stockholders for any legally valid purpose related to the 2023 Meeting.To schedule an app
169、ointment to view the stockholder list during the 10 days prior to the 2023 Meeting,please contact us at .Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the 2023 Meeting.Abstentions and broker non-votes will be counted towards the quorum requirement.If ther
170、e is not a quorum,a majority of the votes present may adjourn the 2023 Meeting to another date.For Proposal 1,you may vote FOR or AGAINST any nominee to the Board,or you may ABSTAIN from voting.For Proposal 3,you may vote for 1 YEAR,2 YEARS or 3 YEARS as the preferred frequency of the advisory vote
171、on executive compensation or you may ABSTAIN from voting.For each other matter to be voted on,you may vote FOR or AGAINST or ABSTAIN from voting.Stockholder of RecordYou are a stockholder of record if your shares were registered directly in your name with our transfer agent,Computershare,on April 24
172、,2023.You can vote shares,change your vote or revoke your proxy before the final vote at the 2023 Meeting in any of the following ways:VoteChange Your VoteRevoke Your ProxyVirtually attend and vote at the 2023 MeetingVia mail,by signing and mailing your proxy card to us before the 2023 MeetingBy tel
173、ephone or online,by following the instructions provided in the Notice or your proxy materialsSubmit another properly completed proxy card with a later dateSend a written notice that you are revoking your proxy to NVIDIA Corporation,2788 San Tomas Expressway,Santa Clara,California 95051,Attention:Tim
174、othy S.Teter,Secretary or via email to If you do not vote using any of the ways described above,your shares will not be voted.Street Name Holder If your shares were held through a nominee,such as a bank or broker,as of April 24,2023,then you were the beneficial owner of shares held in“street name,”a
175、nd you have the right to direct the nominee how to vote those shares for the 2023 Meeting.The nominee should provide you a separate Notice or voting instructions,and you should follow those instructions to tell the nominee how to vote.To vote by attending the 2023 Meeting virtually,you must obtain a
176、 valid proxy from your nominee.If you are a beneficial holder and do not provide voting instructions to your nominee,the nominee will not be authorized to vote your shares on“non-routine”matters,including elections of directors(even if not contested),and executive compensation(including any advisory
177、 stockholder votes on executive compensation and on the frequency of holding such votes).This is called a“broker non-vote.”However,the nominee can still register your shares as being present at the 2023 Meeting for determining quorum,and the nominee will have discretion to vote for matters considere
178、d by the NYSE to be“routine,”including Proposal 4 regarding the ratification of the selection of our independent registered public accounting firm.If you are a beneficial owner and want to ensure that all of the shares you beneficially own are voted in favor or against Proposal 4,you must give your
179、broker or nominee specific instructions to do so or the broker will have discretion to vote on that proposal.In addition,you MUST give your nominee instructions in order for your vote to be counted on Proposals 1,2 and 3,as these are“non-discretionary”items.We strongly encourage you to vote.Any NVID
180、IA stockholder whose shares are held in street name by a member brokerage firm may revoke a proxy and vote his or her shares at the 2023 Meeting only in accordance with applicable rules and procedures of the national stock exchanges,as employed by the street name holders brokerage firm.12Vote CountO
181、n each matter to be voted upon,stockholders have one vote for each share of NVIDIA common stock owned as of April 24,2023.Votes will be counted by the inspector of election as follows:Proposal NumberProposal DescriptionVote Required for Approval Effect of AbstentionsEffect of Broker Non-Votes1Electi
182、on of thirteen directorsDirectors are elected if they receive more FOR votes than AGAINST votesNoneNone2Advisory approval of our executive compensationFOR votes from the holders of a majority of shares present,in person or represented by proxy,and entitled to vote on this matterAgainstNone3Advisory
183、approval of the frequency of holding a vote on our executive compensationThe frequency receiving votes from the holders of a majority of shares present,in person or represented by proxy,and entitled to vote on this matter(1)AgainstNone4Ratification of the selection of PwC as our independent register
184、ed public accounting firm for Fiscal 2024FOR votes from the holders of a majority of shares present,in person or represented by proxy,and entitled to vote on this matterAgainstN/A(2)(1)If none of the four choices for this proposal receive an affirmative vote from holders of a majority of the shares
185、present,in person or represented by proxy,and entitled to vote on this matter,the Board will consider the choice that receives the highest number of votes as the choice supported by our stockholders.(2)Because this is a routine proposal,there are no broker non-votes.If you are a stockholder of recor
186、d and you return a signed proxy card without marking any selections,your shares will be voted FOR each of the nominees listed in Proposal 1,for 1 YEAR for Proposal 3,and FOR the other proposals.If any other matter is properly presented at the 2023 Meeting,Jen-Hsun Huang or Timothy S.Teter as your pr
187、oxyholder will vote your shares using his best judgment.Vote ResultsPreliminary voting results will be announced at the 2023 Meeting.Final voting results will be published in a current report on Form 8-K,which will be filed with the SEC by June 28,2023.Proxy MaterialsAs permitted by SEC rules,we are
188、 making our proxy materials available to stockholders online at or about May 8,2023,we sent stockholders who owned our common stock at the close of business on April 24,2023(other than those who previously requested electronic or paper delivery)a Notice containing instructions on how to access our p
189、roxy materials,vote online or by telephone,and elect to receive future proxy materials electronically or in printed form by mail.If you choose to receive future proxy materials electronically(via for stockholders of record and for street name holders),you will receive an email next year with links t
190、o the proxy materials and proxy voting site.SEC rules also permit companies and intermediaries,such as brokers,to satisfy Notice and proxy material delivery requirements for multiple stockholders with the same address by delivering a single Notice or set of proxy materials addressed to those stockho
191、lders.We follow this practice,known as“householding,”unless we have received contrary instructions from any stockholder at that address.If you received more than one Notice or full set of proxy materials,then your shares are either registered in more than one name or are held in different accounts.P
192、lease vote the shares covered by each Notice or proxy card.To modify your instructions so that you receive one Notice or proxy card for each account or name,please contact your broker.Your“householding”election will continue until you are notified otherwise or until you revoke your consent.To make a
193、 change regarding the form in which you receive proxy materials(electronically or in print),or to request receipt of a separate set of documents to a household,contact our Investor Relations Department(through our website at ,by email to ,by phone at(408)486-2000 or by mail at 2788 San Tomas Express
194、way,Santa Clara,California 95051).We will pay the entire cost of soliciting proxies.Our directors and employees may also solicit proxies in person,by telephone,by mail,via the Internet or by other means of communication.Our directors and employees will not be paid any additional compensation for sol
195、iciting proxies.We have also retained MacKenzie Partners on an advisory basis for an approximate fee of$15,000 and they may help us solicit proxies from brokers,bank nominees and other institutional 13owners.We may also reimburse brokerage firms,banks and other agents for the cost of forwarding prox
196、y materials to beneficial owners.2024 Meeting Deadlines for Submission of Stockholder Proposals,Nomination of Directors and Other Business of StockholdersProposals to be Considered for Inclusion in Our Proxy Materials Pursuant to Rule 14a-8Stockholders who wish to present proposals pursuant to Rule
197、14a-8 promulgated under the Exchange Act for inclusion in the proxy materials to be distributed by us in connection with our 2024 Meeting must submit their proposals in writing to NVIDIA Corporation,2788 San Tomas Expressway,Santa Clara,California 95051,Attention:Timothy S.Teter,Secretary or by emai
198、l to ,on or before January 9,2024.Director Nominations Under Our Proxy Access BylawA stockholder(or a group of up to 20 stockholders)who has owned at least 3%of the voting power of our outstanding capital stock for at least three continuous years and has complied with the other requirements in our B
199、ylaws may nominate and include in our proxy materials director nominees constituting up to the greater of(a)up to two director candidates or(b)up to 20%of the number of directors in office on the last day that a submission may be delivered.Notice of a proxy access nomination for consideration at our
200、 2024 Meeting must be received following the above instructions not later than the close of business on March 24,2024,and not earlier than February 23,2024.In the event that we hold the 2024 Meeting more than 30 days prior to,or delayed by more than 30 days after,the first anniversary of the 2023 Me
201、eting,for written notice by the stockholder to be timely,such notice must be delivered following the above instructions not earlier than the close of business on the 120th day prior to the 2024 Meeting and not later than the close of business on the 90th day prior to the 2024 Meeting or the 10th day
202、 following the day on which public announcement of the date of the 2024 Meeting is first made by us,whichever is later.Other Director Nominations and ProposalsApart from Rule 14a-8 and the proxy access provision of our Bylaws,under our Bylaws certain procedures must be followed for a stockholder to
203、nominate a director or to introduce an item of business at an annual meeting of stockholders.If you wish to nominate a director or introduce an item of business at the 2024 Meeting that is not included in the proxy materials to be distributed by us in connection with our 2024 Meeting,you must do so
204、in writing following the above instructions not later than the close of business on March 24,2024,and not earlier than February 23,2024.In the event that we hold the 2024 Meeting more than 30 days prior to,or delayed by more than 70 days after,the first anniversary of the 2023 Meeting,for written no
205、tice by the stockholder to be timely,such notice must be delivered following the above instructions not earlier than the close of business on the 120th day prior to the 2024 Meeting and not later than the close of business on the 90th day prior to the 2024 Meeting or the 10th day following the day o
206、n which public announcement of the date of the 2024 Meeting is first made by us,whichever is later.Additional Requirements and InformationWe also advise you to review our Bylaws,which contain additional requirements about advance notice of stockholder proposals,director nominations,and proxy access
207、nominations.We recognize the importance of the ability of our stockholders to nominate directors to our Board.Accordingly,our Board will take into account feedback we receive from our stockholder engagement process regarding the process and disclosure requirements of our Bylaws for nominating direct
208、ors and other proposals.Our Board will engage with stockholders of various holdings size regarding any proposed amendments to our Bylaws that would require a nominating stockholder to disclose to us(i)such stockholders plans to nominate candidates to the board of directors of other public companies,
209、or disclose prior director nominations or proposals that such stockholder privately submitted to other public companies or(ii)information about such stockholders limited partners or business associates beyond the existing requirements of our Bylaws.14Proposal 1Election of DirectorsWhat am I voting o
210、n?Electing the 13 director nominees identified below to hold office until the 2024 Meeting and until his or her successor is elected or appointed.Vote required for approval:Directors are elected if they receive more FOR votes than AGAINST votes.Effect of abstentions:None.Effect of broker non-votes:N
211、one.Our Board has 13 members.All of our directors have one-year terms and stand for election annually.Our nominees include 12 independent directors,as defined by the rules and regulations of Nasdaq,and one NVIDIA officer:Mr.Huang,who serves as our President and CEO.Each of the nominees is currently
212、a director of NVIDIA previously elected by our stockholders.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.Recommend
213、ation of the BoardThe Board recommends that you vote FOR the election of each of the following nominees:NameAgeDirector SinceOccupationIndependentFinancial Expert(1)Committee MembershipOther Public Company BoardsRobert K.Burgess652011Independent ConsultantCCTench Coxe651993Former Managing Director,S
214、utter Hill VenturesCC1John O.Dabiri432020Centennial Professor of Aeronautics and Mechanical Engineering,California Institute of TechnologyCCPersis S.Drell672015Provost,Stanford UniversityNCGCJen-Hsun Huang601993President&CEO,NVIDIA CorporationDawn Hudson652013Former Chief Marketing Officer,National
215、Football LeagueCC Chairperson2(2)Harvey C.Jones701993Managing Partner,Square Wave VenturesCC,NCGC Chairperson(3)Michael G.McCaffery692015Chairman of the Board of Directors,Makena Capital ManagementAC Chairperson(4)1Stephen C.NealLead Director(5)742019Chairman Emeritus&Senior Counsel,Cooley LLPNCGC C
216、hairperson(3)Mark L.PerryLead Director(5)672005Independent Consultant and Director AC,NCGC1A.Brooke Seawell751997Venture Partner,New Enterprise AssociatesAC Chairperson(4)1Aarti Shah582020Former Senior Vice President&Chief Information and Digital Officer,Eli Lilly and CompanyACMark A.Stevens632008(6
217、)Managing Partner,S-Cubed CapitalAC,NCGC(1)For purposes of qualifying as an AC financial expert(2)Ms.Hudson is not seeking re-election to Modern Times Group MTG ABs board of directors effective as of MTGs 2023 annual general meeting(3)Mr.Jones will serve as NCGC Chairperson until our 2023 Meeting,at
218、 which time Mr.Neal will take over as NCGC Chairperson(4)Mr.McCaffery will serve as AC Chairperson until our 2023 Meeting,at which time Mr.Seawell will take over as AC Chairperson(5)Mr.Perry will serve as Lead Director until our 2023 Meeting,at which time Mr.Neal will take over as Lead Director(6)Pr
219、eviously served as a member of our Board from 1993 until 200615Director Qualifications and Nomination of DirectorsThe NCGC identifies,reviews and assesses the qualifications of existing and potential directors and selects nominees for recommendation to the Board for approval.In accordance with our C
220、orporate Governance Policies and the NCGC Charter,the NCGC is committed to Board diversity and shall consider a nominees background and experience to ensure that a broad range of perspectives is represented on the Board.The NCGC may conduct appropriate and necessary inquiries into the backgrounds an
221、d qualifications of possible candidates and may engage a professional search firm to identify and assist the committee in identifying,evaluating,and conducting due diligence on potential director nominees.The NCGC has not established specific age,gender,education,experience,or skill requirements for
222、 potential members,and instead considers numerous factors regarding the nominee taking into account our current and future business models,including the following:Integrity and candor Independence Senior leadership and operational experience Professional,technical and industry knowledge Financial ex
223、pertise Financial community experience(including as an investor in other companies)Marketing,communications and brand management background Governance and public company board experience Experience with emerging technologies and new business models Regulatory,legal and risk management expertise,incl
224、uding in cybersecurity matters Diversity,including race,ethnicity,sexuality,gender or membership in another underrepresented community Human capital management experience Experience in academia Willingness and ability to devote substantial time and effort to Board responsibilities and Company oversi
225、ght Ability to represent the interests of the stockholders as a whole rather than special interest groups or constituencies All relationships between the proposed nominee and any of our stockholders,competitors,customers,suppliers or other persons with a relationship to NVIDIA For nominees for re-el
226、ection,overall service to NVIDIA,including past attendance,participation and contributions to the activities of the Board and its committeesThe NCGC and the Board understand the importance of Board refreshment,and strive to maintain an appropriate balance of tenure,diversity,professional experience
227、and backgrounds,skills,and education on the Board.While the Board benefits from the experience and institutional knowledge that our longer-serving directors bring,it has also brought in new perspectives and ideas through the appointment of two new directors since 2020.The Board also regularly rotate
228、s membership on and who is appointed as chairperson of its committees to help promote a diversity of viewpoints on the Board committees.Our longer-tenured directors are familiar with our operations and business areas and have the perspective of overseeing our activities from a variety of economic an
229、d competitive environments.Our newer directors have brought expertise in brand development and cybersecurity and familiarity with technology developments at leading academic institutions that are important to supporting NVIDIA as it enters new markets.Each year,the NCGC and Board review each directo
230、rs individual performance,including the directors past contributions,outside experiences and activities,and committee participation,and determine how his or her experience and skills continue to add value to NVIDIA and the Board.The Board and the NCGC have identified and continue to seek highly qual
231、ified women and individuals from underrepresented groups to include in the initial pool of potential director nominees.The Boards commitment to achieving a diverse and inclusive membership is demonstrated by our director nominees.Three of our directors are women and three are ethnically and/or racia
232、lly diverse.Our two newest members enhance the Boards gender,ethnic and/or racial diversity.We expect Board diversity to increase before our 2024 Meeting.16Below are the skills,competencies and attributes that our Board considers important for our directors to have considering our current business a
233、nd future market opportunities:Senior Leadership&Operations ExperienceDirectors with senior leadership and operations experience provide experienced oversight of our business,and unique experiences and perspectives.They are uniquely positioned to contribute practical insight into business strategy a
234、nd operations,driving growth,building and strengthening corporate culture and supporting the achievement of strategic priorities and objectives.Industry&TechnicalDirectors with industry experience and technical backgrounds facilitate within the Board a deeper understanding of innovations and a techn
235、ical assessment of our products and services.Financial/Financial CommunityExperience in financial matters and the financial community assists our Board with review of our operations and finances,including overseeing our financial statements,capital structure and internal controls.Those with a ventur
236、e capital background also offer valuable stockholder perspectives.Governance&Public Company BoardDirectors with experience in corporate governance,such as service on boards and board committees,or as executives of other large,public companies,are familiar with the dynamics and operation of a board o
237、f directors and the impact that governance policies have on a company.This experience supports our goals of strong Board and management accountability,transparency,and protection of stockholder interests.Public company board experience also helps our directors identify challenges and risks we face a
238、s a public company,including oversight of strategic,operational,compliance-related matters and stockholder relations.Emerging Technologies&Business ModelsExperience in emerging technologies and business models is integral to our growth strategies given our unique business model and provides importan
239、t insights as our business expands into new areas.Marketing,Communications&Brand ManagementDirectors with experience in marketing,communications and brand management offer guidance on our products directly marketed to consumers,important perspectives on expanding our market share and communicating w
240、ith our customers and other stakeholders.Regulatory,Legal&Risk ManagementOur business requires compliance with a variety of regulatory requirements in different jurisdictions.We face new regulatory matters and regulations as our business grows.We are also subject to multiple lawsuits.Directors with
241、experience in governmental,public policy,legal and risk management areas,including cybersecurity,help provide valuable insights and oversight for our Company.Human Capital Management ExperienceOur people are critical to our success.Directors with experience in organizational management,talent develo
242、pment,and developing values and culture in a large global workforce provide key insights.Human capital management experience also assists our Board in overseeing executive and employee compensation,development,and engagement.DiversityDirectors with diverse backgrounds,experiences,and perspectives im
243、proves the dialogue and decision-making in the board room and contributes to overall Board effectiveness.In the director biographies below,this icon indicates gender or ethnic diversity.17Our Board believes that having a diverse mix of directors with complementary qualifications,expertise and attrib
244、utes is essential to meeting its oversight responsibility.The table below reflects certain diversity information based on self-identification by each director.Board Diversity Matrix(as of May 8,2023)Gender IdentityDemographic BackgroundMaleFemaleNon-BinaryDid not discloseAfrican American or BlackHis
245、panic or LatinxAsianNative American or Alaskan NativeNative Hawaiian or Other Pacific IslanderWhiteTwo or more races or ethnicitiesLGBTQ+Did not discloseBurgessCoxeDabiriDrellHuangHudsonJonesMcCafferyNealPerrySeawellShahStevensThe NCGC evaluates candidates proposed by stockholders using the same cri
246、teria as it uses for other candidates.Stockholders seeking to recommend a prospective nominee should follow the instructions under Stockholder Communications with the Board of Directors below.Stockholder submissions must include the full name of the proposed nominee,a description of the proposed nom
247、inees business experience for at least the previous five years,complete biographical information,a description of the proposed nominees qualifications as a director and a representation that the nominating stockholder is a beneficial or record owner of our stock.Any such submission must be accompani
248、ed by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.Proxy AccessIn addition,our Board voluntarily adopted proxy access.As a result,we will include in our proxy statement information regarding the greater of(a)up to two director candidates
249、or(b)up to 20%of the number of directors in office on the last day that a submission may be delivered,if nominated by a stockholder(or group of up to 20 stockholders)owning at least 3%of the voting power of our outstanding capital stock for at least three continuous years.The stockholder(s)must prov
250、ide timely written notice of such nomination and the stockholder(s)and nominee must satisfy the other requirements specified in our Bylaws.This summary of our proxy access rules is not intended to be complete and is subject to limitations set forth in our Bylaws and Corporate Governance Policies,bot
251、h of which are available on the Investor Relations section of our website at .Stockholders are advised to review these documents,which contain the requirements for director nominations.The NCGC did not receive any stockholder nominations during Fiscal 2023.18Our Director Nominees The biographies bel
252、ow include information,as of the date of this proxy statement,regarding the particular experience,qualifications,attributes or skills of each director,relative to the skills matrix above,that led the NCGC and Board to believe that he or she should continue to serve on the Board.ROBERT K.BURGESSRober
253、t K.Burgess has served as an independent investor and board member to technology companies since 2005.He was chief executive officer from 1996 to 2005 of Macromedia,Inc.,a provider of internet and multimedia software,which was acquired by Adobe Systems Incorporated;he also served from 1996 to 2005 o
254、n its board of directors,as chairman of its board of directors from 1998 to 2005 and as executive chairman for his final year.Previously,he held key executive positions from 1984 to 1991 at Silicon Graphics,Inc.(SGI),a graphics and computing company;from 1991 to 1995,served as chief executive office
255、r and a board member of Alias Research,Inc.,a publicly traded 3D software company,until its acquisition by SGI;and resumed executive positions at SGI during 1996.Mr.Burgess was a director of IMRIS Inc.,a provider of image guided therapy solutions,from 2010 to 2013,of Adobe from 2005 to 2019,and of R
256、ogers Communications Inc.,a communications and media company,from 2016 to 2019.He holds a BCom degree from McMaster University.Mr.Burgess brings to the Board senior management and operating experience and expertise in the areas of financial and risk management.He has been in the computer graphics in
257、dustry since 1984.He has a broad understanding of the roles and responsibilities of a corporate board and provides valuable insight on a range of issues in the technology industry.Independent ConsultantAge:65Director Since:2011Committees:CCIndependent DirectorFinancial ExpertOther Current Public Com
258、pany Boards:NoneSenior Leadership&Operations ExperienceFinancial/Financial CommunityGovernance&Public Company BoardEmerging Technologies&Business ModelsHuman Capital Management ExperienceTENCH COXETench Coxe was a managing director of Sutter Hill Ventures,a venture capital investment firm,from 1989
259、to 2020,where he focused on investments in the IT sector.Prior to joining Sutter Hill Ventures in 1987,he was director of marketing and MIS at Digital Communication Associates.He serves on the board of directors of Artisan Partners Asset Management Inc.,an institutional money management firm.He was
260、a director of Mattersight Corp.,a customer loyalty software firm,from 2000 to 2018.Mr.Coxe holds a BA degree in Economics from Dartmouth College and an MBA degree from Harvard Business School.Mr.Coxe brings to the Board expertise in financial and transactional analysis and provides valuable perspect
261、ives on corporate strategy and emerging technology trends.His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.Former Managing Director,Sutter Hill VenturesAge:65Director Since:1993Committees:CCInd
262、ependent DirectorOther Current Public Company Boards:Artisan Partners Asset Management Inc.(since 1995)Financial/Financial CommunityGovernance&Public Company BoardEmerging Technologies&Business ModelsHuman Capital Management Experience 19JOHN O.DABIRIJohn O.Dabiri is the Centennial Professor of Aero
263、nautics and Mechanical Engineering at the California Institute of Technology.He is the recipient of a MacArthur Foundation Genius Grant,the National Science Foundation Alan T.Waterman Award,and the Presidential Early Career Award for Scientists and Engineers.He heads the Dabiri Lab,which conducts re
264、search at the intersections of fluid mechanics,energy and environment,and biology.From 2015 to 2019,he served as a Professor of Civil and Environmental Engineering and of Mechanical Engineering at Stanford University,where he was recognized with the Eugene L.Grant Award for Excellence in Teaching.Fr
265、om 2005 to 2015,he was a Professor of Aeronautics and Bioengineering at the California Institute of Technology,during which time he also served as Director of the Center for Bioinspired Wind Energy,Chair of the Faculty,and Dean of Students.Dr.Dabiri is a Fellow of the American Physical Society,where
266、 he previously served as Chair of the Division of Fluid Dynamics.He serves on President Bidens Council of Advisors on Science and Technology(PCAST)and Energy Secretary Granholms Energy Advisory Board(SEAB).He also serves on the Board of Trustees of the Gordon and Betty Moore Foundation and previousl
267、y served as a member of the National Academies Committee on Science,Technology,and Law.Dr.Dabiri holds a PhD degree in Bioengineering and an MS degree in Aeronautics from the California Institute of Technology,and a BSE degree summa cum laude in Mechanical and Aerospace Engineering from Princeton Un
268、iversity.Dr.Dabiri brings to the Board a versatile research background and cutting-edge expertise in various engineering fields,along with a proven record of successful innovation.Centennial Professor of Aeronautics and Mechanical Engineering,California Institute of TechnologyAge:43Director Since:20
269、20Committees:CCIndependent DirectorOther Current Public Company Boards:NoneIndustry&TechnicalEmerging Technologies&Business ModelsDiversityPERSIS S.DRELLPersis S.Drell has been the Provost of Stanford University since 2017.A Professor of Materials Science and Engineering and Professor of Physics,Dr.
270、Drell has been on the faculty at Stanford since 2002,and was the Dean of the Stanford School of Engineering from 2014 to 2017.She also served as the Director of SLAC from 2007 to 2012.Dr.Drell is a member of the National Academy of Sciences and the American Academy of Arts and Sciences,and is a fell
271、ow of the American Physical Society and a fellow of the American Association for the Advancement of Science.She has been the recipient of a Guggenheim Fellowship and a National Science Foundation Presidential Young Investigator Award.Dr.Drell holds a PhD from the University of California,Berkeley an
272、d an AB degree in Mathematics and Physics from Wellesley College.An accomplished researcher and educator,Dr.Drell brings to the Board expert leadership in guiding innovation in science and technology.Provost,Stanford UniversityAge:67Director Since:2015Committees:NCGCIndependent DirectorOther Current
273、 Public Company Boards:NoneSenior Leadership&Operations ExperienceIndustry&TechnicalGovernance&Public Company BoardEmerging Technologies&Business ModelsHuman Capital Management ExperienceDiversity20JEN-HSUN HUANGJen-Hsun Huang founded NVIDIA in 1993 and has served since its inception as president,ch
274、ief executive officer,and a member of the board of directors.Mr.Huang is a recipient of the Semiconductor Industry Associations highest honor,the Robert N.Noyce Award;IEEE Founders Medal;the Dr.Morris Chang Exemplary Leadership Award;and honorary doctorate degrees from Taiwans National Chiao Tung Un
275、iversity,National Taiwan University,and Oregon State University.He was included in TIME magazines 2021 list of the worlds 100 most influential people.In 2019,Harvard Business Review ranked him No.1 on its list of the worlds 100 best-performing CEOs over the lifetime of their tenure.In 2017,he was na
276、med Fortunes Businessperson of the Year.Prior to founding NVIDIA,Huang worked at LSI Logic and Advanced Micro Devices.Mr.Huang holds a BSEE degree from Oregon State University and an MSEE degree from Stanford University.Mr.Huang is one of the technology industrys most respected executives,having tak
277、en NVIDIA from a startup to a world leader in accelerated computing.Under his guidance,NVIDIA has compiled a record of consistent innovation and sharp execution,marked by products that have gained strong market share.President and Chief Executive Officer,NVIDIA CorporationAge:60Director Since:1993Co
278、mmittees:NoneOther Current Public Company Boards:NoneSenior Leadership&Operations ExperienceIndustry&TechnicalFinancial/Financial CommunityGovernance&Public Company BoardEmerging Technologies&Business ModelsMarketing,Communications&Brand ManagementRegulatory,Legal&Risk ManagementHuman Capital Manage
279、ment ExperienceDiversityDAWN HUDSONDawn Hudson serves on the boards of various companies.From 2014 to 2018,Ms.Hudson served as Chief Marketing Officer for the National Football League.Previously,she served from 2009 to 2014 as vice chairman of The Parthenon Group,an advisory firm focused on strategy
280、 consulting.She was president and chief executive officer of Pepsi-Cola North America,the beverage division of PepsiCo,Inc.for the U.S.and Canada,from 2005 to 2007 and president from 2002,and simultaneously served as chief executive officer of the foodservice division of PepsiCo,Inc.from 2005 to 200
281、7.Previously,she spent 13 years in marketing,advertising and branding strategy,holding leadership positions at major agencies,such as DArcy Masius Benton&Bowles and Omnicom Group Inc.Ms.Hudson currently serves on the board of directors of The Interpublic Group of Companies,Inc.,an advertising holdin
282、g company;Modern Times Group MTG AB,a gaming company(1);and a private skincare company.She was a director of P.F.Changs China Bistro,Inc.,a restaurant chain,from 2010 to 2012;of Allergan,Inc.,a biopharmaceutical company,from 2008 to 2014;of Lowes Companies,Inc.,a home improvement retailer,from 2001
283、to 2015;and of Amplify Snack Brands,Inc.,a snack food company,from 2014 to 2018.She holds a BA degree in English from Dartmouth College.Ms.Hudson brings to the board experience in executive leadership.As a longtime marketing executive,she has valuable expertise and insights in leveraging brands,bran
284、d development and consumer behavior.She also has considerable corporate governance experience,gained from more than a decade of serving on the boards of public companies.(1)Ms.Hudson is not seeking re-election to Modern Times Group MTG ABs board of directors effective as of MTGs 2023 annual general
285、meetingFormer Chief Marketing Officer,National Football LeagueAge:65Director Since:2013Current Committees:CCIndependent DirectorFinancial ExpertOther Current Public Company Boards:The Interpublic Group of Companies,Inc.(since 2011)Modern Times Group MTG AB(since 2020)(1)Senior Leadership&Operations
286、ExperienceFinancial/Financial CommunityGovernance&Public Company BoardMarketing,Communications&Brand ManagementHuman Capital Management Experience Diversity21HARVEY C.JONESHarvey C.Jones has been the managing partner of Square Wave Ventures,a private investment firm,since 2004.Mr.Jones has been an e
287、ntrepreneur,high technology executive and active venture investor for over 30 years.In 1981,he co-founded Daisy Systems Corp.,a computer-aided engineering company,ultimately serving as its president and chief executive officer until 1987.Between 1987 and 1998,he led Synopsys,Inc.,a major electronic
288、design automation company,serving as its chief executive officer for seven years and then as executive chairman.In 1997,Mr.Jones co-founded Tensilica Inc.,a privately held technology IP company that developed and licensed high performance embedded processing cores.He served as chairman of the Tensil
289、ica board of directors from inception through its 2013 acquisition by Cadence Design Systems,Inc.He was a director of Tintri Inc.,a company that built data storage solutions for virtual and cloud environments,from 2014 to 2018.Mr.Jones holds a BS degree in Mathematics and Computer Sciences from Geor
290、getown University and an MS degree in Management from Massachusetts Institute of Technology.Mr.Jones brings to the board an executive management background,an understanding of semiconductor technologies and complex system design.He provides valuable insight into innovation strategies,research and de
291、velopment efforts,as well as management and development of our technical employees.His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholders.Managing Partner,Square Wave VenturesAge:70Director Since:199
292、3Current Committees:CC,NCGCIndependent DirectorFinancial ExpertOther Current Public Company Boards:NoneSenior Leadership&Operations ExperienceIndustry&TechnicalFinancial/Financial CommunityGovernance&Public Company BoardEmerging Technologies&Business ModelsMarketing,Communications&Brand ManagementHu
293、man Capital Management ExperienceMICHAEL G.McCAFFERYMichael G.McCaffery is the Chairman of the Board of Directors of Makena Capital Management,LLC,an investment management firm.From 2013 to 2023,he was the Managing Director of Makena Capital Management.From 2005 to 2013,he was the Chief Executive Of
294、ficer of Makena Capital Management.From 2000 to 2006,he was the President and Chief Executive Officer of the Stanford Management Company,the university subsidiary charged with managing Stanford Universitys financial and real estate investments.Prior to Stanford Management Company,Mr.McCaffery was Pr
295、esident and Chief Executive Officer of Robertson Stephens and Company,a San Francisco-based investment bank and investment management firm,from 1993 to 1999,and also served as Chairman in 2000.Mr.McCaffery is currently a director of C3.ai,Inc.,an AI software provider,and also serves on the boards of
296、 directors,or on the advisory boards,of several privately held companies and non-profits.He was a director of KB Home,a homebuilding company,from 2003 until 2015.He holds a BA degree from the Woodrow Wilson School of Public and International Affairs at Princeton University,a BA Honours degree and an
297、 MA degree in Politics,Philosophy and Economics from Merton College,Oxford University,Oxford,England,and an MBA degree from the Stanford Graduate School of Business.Mr.McCaffery brings to the Board a broad array of business,investment and real estate experience and recognized expertise in financial
298、matters,as well as a demonstrated commitment to good corporate governance.Chairman of the Board of Directors,Makena Capital ManagementAge:69Director Since:2015Committees:ACIndependent DirectorFinancial ExpertOther Current Public Company Boards:C3.ai,Inc.(since 2009)Senior Leadership&Operations Exper
299、ienceFinancial/Financial CommunityGovernance&Public Company BoardHuman Capital Management Experience22STEPHEN C.NEALStephen C.Neal serves as Chairman Emeritus and Senior Counsel of the law firm Cooley LLP,where he was also Chief Executive Officer from 2001 until 2008.In addition to his extensive exp
300、erience as a trial lawyer on a broad range of corporate issues,Mr.Neal has represented and advised numerous boards of directors,special committees of boards and individual directors on corporate governance and other legal matters.Prior to joining Cooley in 1995,Mr.Neal was a partner of the law firm
301、Kirkland&Ellis LLP.Mr.Neal served on the board of directors of Levi Strauss&Co.from 2007 to 2021,and served as chairperson from 2011 to 2021.Mr.Neal holds an AB degree from Harvard University and a JD degree from Stanford Law School.Mr.Neal brings to the Board deep knowledge and broad experience in
302、corporate governance as well as his perspectives drawn from advising many companies throughout his career.Chairman Emeritus and Senior Counsel,Cooley LLPAge:74Director Since:2019Committees:NCGCLead Director(As of 2023 Meeting)Independent DirectorOther Current Public Company Boards:NoneSenior Leaders
303、hip&Operations ExperienceGovernance&Public Company BoardMarketing,Communications&Brand ManagementRegulatory,Legal&Risk ManagementHuman Capital Management ExperienceMARK L.PERRYMark L.Perry serves on the boards of,and consults for,various companies and non-profit organizations.From 2012 to 2015,Mr.Pe
304、rry served as an Entrepreneur-in-Residence at Third Rock Ventures,a venture capital firm.He served from 2007 to 2011 as president and chief executive officer of Aerovance,Inc.,a biopharmaceutical company.He was an executive officer from 1994 to 2004 at Gilead Sciences,Inc.,a biopharmaceutical compan
305、y,serving in a variety of capacities,including general counsel,chief financial officer,and executive vice president of operations,responsible for worldwide sales and marketing,legal,manufacturing and facilities;he was also its senior business advisor until 2007.From 1981 to 1994,Mr.Perry was with th
306、e law firm Cooley LLP,where he was a partner for seven years.He served on the board of MyoKardia,Inc.from 2012 to 2020 and on the board of Global Blood Therapeutics,Inc.from 2015 to 2022.Mr.Perry holds a BA degree in History from the University of California,Berkeley,and a JD degree from the Univers
307、ity of California,Davis.Mr.Perry brings to the Board operating and finance experience gained in a large corporate setting.He has varied experience in legal affairs and corporate governance,and a deep understanding of the roles and responsibilities of a corporate board.Independent Consultant and Dire
308、ctorAge:67Director Since:2005Committees:AC,NCGCLead Director(Until 2023 Meeting)Financial ExpertOther Current Public Company Boards:NoneSenior Leadership&Operations ExperienceFinancial/Financial CommunityGovernance&Public Company BoardRegulatory,Legal&Risk ManagementHuman Capital Management Experien
309、ce23A.BROOKE SEAWELLA.Brooke Seawell has served since 2005 as a venture partner at New Enterprise Associates,and was a partner from 2000 to 2005 at Technology Crossover Ventures.He was executive vice president from 1997 to 1998 at NetDynamics,Inc.,an application server software company,which was acq
310、uired by Sun Microsystems,Inc.He was senior vice president and chief financial officer from 1991 to 1997 of Synopsys,Inc.,an electronic design automation software company.He serves on the board of directors of Tenable Holdings,Inc.,a cybersecurity company,and several privately held companies.Mr.Seaw
311、ell served on the board of directors of Glu Mobile,Inc.,a publisher of mobile games,from 2006 to 2014,of Informatica Corp.,a data integration software company,from 1997 to 2015,of Tableau Software,Inc.,a business intelligence software company,from 2011 to 2019,and of Eargo,Inc.,a medical device comp
312、any,from 2020 to 2022.He also previously served as a member of the Stanford University Athletic Board and on the Management Board of the Stanford Graduate School of Business.Mr.Seawell holds a BA degree in Economics and an MBA degree in Finance from Stanford University.Mr.Seawell brings to the Board
313、 operational expertise and senior management experience,including knowledge of the complex issues facing public companies,and a deep understanding of accounting principles and financial reporting.His significant financial community experience gives the Board an understanding of the methods by which
314、companies can increase value for their stockholders.Venture Partner,New Enterprise AssociatesAge:75Director Since:1997Committees:ACIndependent DirectorFinancial ExpertOther Current Public Company Boards:Tenable Holdings,Inc.(since 2017)Senior Leadership&Operations ExperienceFinancial/Financial Commu
315、nityGovernance&Public Company BoardEmerging Technologies&Business ModelsHuman Capital Management ExperienceAARTI SHAHAarti Shah serves on the boards of various companies and non-profit organizations.Dr.Shah worked at Eli Lilly and Company for 27.5 years and served in several functional and business
316、leadership roles,most recently as senior vice president and chief information and digital officer,as well as senior statistician,research scientist,vice president for biometrics,and global brand development leader in Lillys Bio-Medicines business unit.Dr.Shah has served on the board of trustees of N
317、orthwestern Mutual since 2020.She also serves on several nonprofit boards,including the Indiana India Business Council and Shrimad Rajchandra Love&Care USA.She served on the Indianapolis Public Library Foundation board for the full term of 9 years and on the Center for Interfaith Cooperation for the
318、 full term of 4 years.Dr.Shah received her bachelors and masters degrees in statistics and mathematics in India before completing her PhD in applied statistics from the University of California,Riverside.Dr.Shah brings to the Board executive leadership and senior operating experience.Additionally sh
319、e brings expertise in drug development and technical expertise in the areas of information technology,cybersecurity,advanced analytics,data sciences and digital health.Former Senior Vice President&Chief Information and Digital Officer,Eli Lilly and CompanyAge:58Director Since:2020Committees:ACIndepe
320、ndent DirectorOther Current Public Company Boards:NoneSenior Leadership&Operations ExperienceIndustry&TechnicalGovernance&Public Company BoardEmerging Technologies&Business ModelsMarketing,Communications&Brand ManagementRegulatory,Legal&Risk ManagementHuman Capital Management ExperienceDiversity24MA
321、RK A.STEVENSMark A.Stevens has been the managing partner of S-Cubed Capital,a private family office investment firm,since 2012.He was a managing partner from 1993 to 2011 of Sequoia Capital,a venture capital investment firm,where he had been an associate for the preceding four years.Previously,he he
322、ld technical sales and marketing positions at Intel Corporation,and was a member of the technical staff at Hughes Aircraft Co.Mr.Stevens is a Trustee of the University of Southern California.He was a director of Quantenna Communications,Inc.,a provider of Wi-Fi solutions,from 2016 until 2019.Mr.Stev
323、ens holds a BSEE degree,a BA degree in Economics and an MS degree in Computer Engineering from the University of Southern California and an MBA degree from Harvard Business School.Mr.Stevens brings to the Board a deep understanding of the technology industry,and the drivers of structural change and
324、high-growth opportunities.He provides valuable insight regarding corporate strategy development and the analysis of acquisitions and divestitures.His significant financial community experience gives the Board an understanding of the methods by which companies can increase value for their stockholder
325、s.Managing Partner,S-Cubed CapitalAge:63Director Since:2008(previously served 1993-2006)Committees:AC,NCGCIndependent DirectorOther Current Public Company Boards:NoneIndustry&TechnicalFinancial/Financial CommunityGovernance&Public Company BoardEmerging Technologies&Business Models25Information About
326、 the Board of Directors and Corporate GovernanceIndependence of the Members of the Board of DirectorsNasdaq rules and our Corporate Governance Policies(as further described below)require that a majority of our directors not have a relationship that would interfere with their exercise of independent
327、judgment in carrying out their responsibilities and that they meet any other qualification requirements required by the SEC and Nasdaq.Dr.Drell has served as Provost of Stanford University since 2017.NVIDIA has entered into transactions,relationships or arrangements during the past three fiscal year
328、s with Stanford University for the support of research and activities related to NVIDIAs industry and line of business.The amount that NVIDIA paid in each of the last three fiscal years to Stanford University,and the amount received in each of those years by NVIDIA from Stanford University,did not,i
329、n any of those years,exceed the greater of$200,000 or 1%of either entitys consolidated gross revenues.After considering the above arrangements,and all other relevant relationships and transactions,our Board determined that,except for Mr.Huang,all of our directors are“independent”as defined by Nasdaq
330、s rules and regulations.The Board also determined that all members of our AC,CC and NCGC are independent under applicable Nasdaq listing standards,and that each of Messrs.McCaffery,Perry and Seawell of the AC are“audit committee financial experts”as defined under applicable SEC rules.Board Leadershi
331、p StructureOur Board ensures that each member has an equal voice in the affairs and the management of NVIDIA by having an independent Lead Director,rather than a chairperson,which the Board believes best serves our stockholders.Our Lead Director is an integral part of our Board structure and critica
332、l to our effective corporate governance.The independent directors consider the role and designation of the person to serve as Lead Director on an annual basis.The Board recognizes that different board leadership structures may be appropriate under different circumstances and its annual review includ
333、es consideration of whether having a Lead Director continues to best meet NVIDIAs evolving needs and serves in the best interest of its stockholders.Our Board believes its current leadership structure is appropriate because the active involvement of each of our independent directors,combined with the qualifications,significant responsibilities and strong oversight by our Lead Director,provide bala