NVIDIA CORP 8-K

What Happened
NVIDIA Corporation filed an 8‑K on June 30, 2026 reporting results from its June 24, 2026 Annual Meeting of Stockholders. All ten director nominees were elected to serve until the 2027 Annual Meeting. Vote totals for each nominee were:

• Tench Coxe — For 15,411,252,412; Against 1,399,727,580; Abstain 45,709,394; Broker Non‑Votes 2,829,718,733
• John O. Dabiri — For 16,400,706,983; Against 397,037,222; Abstain 58,945,181; Broker Non‑Votes 2,829,718,733
• Jen‑Hsun Huang — For 16,650,193,763; Against 166,076,086; Abstain 40,419,537; Broker Non‑Votes 2,829,718,733
• Dawn Hudson — For 15,957,145,726; Against 852,502,313; Abstain 47,041,347; Broker Non‑Votes 2,829,718,733
• Harvey C. Jones — For 15,240,915,136; Against 1,569,760,554; Abstain 46,013,696; Broker Non‑Votes 2,829,718,733
• Melissa B. Lora — For 16,405,904,806; Against 393,879,454; Abstain 56,905,126; Broker Non‑Votes 2,829,718,733
• Stephen C. Neal — For 14,573,007,564; Against 2,234,617,715; Abstain 49,064,107; Broker Non‑Votes 2,829,718,733
• A. Brooke Seawell — For 15,305,259,566; Against 1,495,735,369; Abstain 55,694,451; Broker Non‑Votes 2,829,718,733
• Aarti Shah — For 15,717,333,353; Against 1,093,304,228; Abstain 46,051,805; Broker Non‑Votes 2,829,718,733
• Mark A. Stevens — For 15,388,684,395; Against 1,422,106,551; Abstain 45,898,440; Broker Non‑Votes 2,829,718,733

Other meeting outcomes included: advisory approval of executive compensation ("say‑on‑pay"), ratification of PricewaterhouseCoopers LLP (PwC) as independent auditors, approval of a non‑binding proposal to replace supermajority voting provisions with a simple‑majority standard, and rejection of several shareholder proposals related to faith‑based community groups, civil‑rights/non‑discrimination DEI reporting, and greenhouse gas emissions from product use. The 8‑K was signed by Rebecca Peters, NVIDIA Vice President, Deputy General Counsel and Assistant Secretary.

Key Details

• Advisory say‑on‑pay approved: For 15,706,336,853; Against 1,071,224,151; Abstain 79,128,382; Broker Non‑Votes 2,829,718,733.
• Auditor ratification: PwC ratified for FY ending Jan 31, 2027 — For 18,612,660,437; Against 1,028,168,233; Abstain 45,579,449.
• Governance proposal (non‑binding) to replace supermajority requirements with a simple majority approved: For 14,589,671,908; Against 2,210,282,205; Abstain 56,735,273; Broker Non‑Votes 2,829,718,733.
• Major shareholder proposals rejected: faith‑based report (For 144,302,880; Against 16,533,365,836), civil‑rights/DEI report (For 101,023,496; Against 16,644,116,501), and GHG emissions from product use report (For 2,939,623,603; Against 13,789,742,126). Broker non‑votes of 2,829,718,733 were recorded on many proposals.

Why It Matters
These results confirm board continuity — all incumbents were re‑elected — and show shareholder support for management compensation and the company’s auditor. The approval of the non‑binding simple‑majority governance proposal signals shareholder preference for lowering supermajority thresholds, which may influence future charter or bylaw actions. The decisive rejections of the ESG‑related shareholder proposals indicate limited investor support for the specific disclosure or reporting requests presented at this meeting. Large broker non‑votes (2.83 billion) were recorded on several items, which affects the total voted shares on those proposals and is a common feature of broker‑held shares.