Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment and Restatement of Amended and Restated 2007 Equity Incentive Plan

On June 9, 2020, at the 2020 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2020 Annual Meeting, our stockholders approved an amendment and restatement of the NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, to increase the available share reserve by 14,800,000 shares as described in our definitive proxy statement for the 2020 Annual Meeting filed with the Securities and Exchange Commission on April 29, 2020, or the Proxy Statement. The 2007 Plan previously had been approved, subject to stockholder approval, by the Compensation Committee of the Board of Directors of NVIDIA, or the Committee. A summary of the 2007 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2007 Plan are qualified in their entirety by reference to the text of the 2007 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Amendment and Restatement of Amended and Restated 2012 Employee Stock Purchase Plan

At the 2020 Annual Meeting, our stockholders also approved an amendment and restatement of the NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan, or the 2012 Plan, to increase the available share reserve by 2,000,000 shares as described in the Proxy Statement. The 2012 Plan previously had been approved, subject to stockholder approval, by the Committee. A summary of the 2012 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2012 Plan are qualified in their entirety by reference to the text of the 2012 Plan, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2020 Annual Meeting, the following proposals were adopted by the margin indicated. Proxies for the 2020 Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management's solicitation.

1. The election of each of our eleven (11) directors to serve for a one-year term until our 2021 Annual Meeting of Stockholders. The results of the voting were as follows:



a. Robert K. Burgess
   Number of shares For        425,567,648
   Number of shares Withheld     2,858,505
   Number of shares Abstaining   2,824,938
   Number of Broker Non-Votes   78,520,836

b. Tench Coxe


   Number of shares For        400,277,306
   Number of shares Withheld    25,436,995
   Number of shares Abstaining   5,536,790
   Number of Broker Non-Votes   78,520,836

c. Persis S. Drell


   Number of shares For        427,327,902
   Number of shares Withheld     1,183,853
   Number of shares Abstaining   2,739,336
   Number of Broker Non-Votes   78,520,836

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d. Jen-Hsun Huang


   Number of shares For        420,996,670
   Number of shares Withheld     5,506,993
   Number of shares Abstaining   4,747,428
   Number of Broker Non-Votes   78,520,836

e. Dawn Hudson


   Number of shares For        427,736,800
   Number of shares Withheld       836,070
   Number of shares Abstaining   2,678,221
   Number of Broker Non-Votes   78,520,836

f. Harvey C. Jones


   Number of shares For        377,430,257
   Number of shares Withheld    48,076,494
   Number of shares Abstaining   5,744,340
   Number of Broker Non-Votes   78,520,836

g. Michael G. McCaffery


   Number of shares For        427,294,062
   Number of shares Withheld     1,215,719
   Number of shares Abstaining   2,741,310
   Number of Broker Non-Votes   78,520,836

h. Stephen C. Neal


   Number of shares For        415,991,862
   Number of shares Withheld    12,436,950
   Number of shares Abstaining   2,822,279
   Number of Broker Non-Votes   78,520,836

i. Mark L. Perry


   Number of shares For        398,218,430
   Number of shares Withheld    27,275,266
   Number of shares Abstaining   5,757,395
   Number of Broker Non-Votes   78,520,836

j. A. Brooke Seawell


   Number of shares For        398,666,286
   Number of shares Withheld    26,948,248
   Number of shares Abstaining   5,636,557
   Number of Broker Non-Votes   78,520,836

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k. Mark A. Stevens


   Number of shares For        407,602,887
   Number of shares Withheld    17,878,569
   Number of shares Abstaining   5,769,635
   Number of Broker Non-Votes   78,520,836

2. The approval, on an advisory basis, of the compensation of our named executive officers as disclosed Proxy Statement. The results of the voting were as follows:



   Number of shares For        412,918,190
   Number of shares Against     15,387,870
   Number of shares Abstaining   2,945,031
   Number of Broker Non-Votes   78,520,836

3. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 31, 2021. The results of the voting were as follows:



   Number of shares For        500,196,330
   Number of shares Against      6,703,092
   Number of shares Abstaining   2,872,505
   Number of Broker Non-Votes            -

4. The approval of the 2007 Plan. The results of the voting were as follows:



   Number of shares For        410,597,186
   Number of shares Against     17,983,325
   Number of shares Abstaining   2,670,580
   Number of Broker Non-Votes   78,520,836

5. The approval of the 2012 Plan. The results of the voting were as follows:



   Number of shares For        426,355,595
   Number of shares Against      2,369,354
   Number of shares Abstaining   2,526,142
   Number of Broker Non-Votes   78,520,836

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit Number                                Description
10.1                  Amended and Restated 2007 Equity Incentive Plan
10.2                  Amended and Restated 2012 Employee Stock Purchase Plan
                    The cover page of this Current Report on Form 8-K, formatted in
104                 inline XBRL (included as Exhibit 101)

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