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NVIDIA CORP

For the period ended Jun 26, 2024. Filed May 14, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 26, 2024 · Filed May 14, 2024

NVDA$186.64+2.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantý Filed by a Party other than the Registrant¨

Check the appropriate box:

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12

NVIDIA CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

ýNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date and time:Wednesday, June 26, 2024 at 9:00 a.m. Pacific Daylight Time
Location:Virtually at www.virtualshareholdermeeting.com/NVDA2024
Items of business:•Election of twelve directors nominated by the Board of Directors•Advisory approval of our executive compensation•Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025•A stockholder proposal, if properly presented at the 2024 Meeting•Transaction of other business properly brought before the meeting
Record date:You can attend and vote at the 2024 Meeting if you were a stockholder of record at the close of business on April 29, 2024.
Virtual meeting admission:We will be holding the 2024 Meeting virtually at www.virtualshareholdermeeting.com/NVDA2024. To participate in the annual meeting, you will need the control number included on your notice of proxy materials or printed proxy card.
Pre-meeting forum:To communicate with our stockholders in connection with the 2024 Meeting, we have established a pre-meeting forum located at www.proxyvote.com where you can submit advance questions.

Your vote is very important. Whether or not you plan to attend the virtual 2024 Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting during the virtual 2024 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 regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 26, 2024. This Notice, our Proxy Statement, our Annual Report on Form 10-K, and our Annual Review are available at www.nvidia.com/proxy.

By Order of the Board of Directors

Timothy S. Teter

Secretary

2788 San Tomas Expressway, Santa Clara, California 95051

May 14, 2024

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.