NVIDIA Corp. Schedules 2024 Annual Meeting of Stockholders for June 26

Ticker: NVDA · Form: DEF 14A · Filed: May 14, 2024 · CIK: 1045810

Nvidia CORP DEF 14A Filing Summary
FieldDetail
CompanyNvidia CORP (NVDA)
Form TypeDEF 14A
Filed DateMay 14, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$60.9 billion, $33.0 billion, $11.93, $47.4 billion, $13.5 billion
Sentimentneutral

Sentiment: neutral

Topics: NVIDIA, DEF 14A, Proxy Statement, Annual Meeting, Executive Compensation

TL;DR

<b>NVIDIA has set its 2024 Annual Meeting of Stockholders for June 26, 2024, and filed its proxy statement detailing executive compensation adjustments.</b>

AI Summary

NVIDIA CORP (NVDA) filed a Proxy Statement (DEF 14A) with the SEC on May 14, 2024. NVIDIA Corporation filed a Definitive Proxy Statement (DEF 14A) on May 14, 2024. The 2024 Annual Meeting of Stockholders is scheduled for Wednesday, June 26, 2024, at 9:00 a.m. The filing includes information related to executive compensation adjustments for the fiscal year ending January 28, 2024. Specific adjustments for 'PeoMember' and 'NonPeoNeoMember' executive compensation are detailed, including changes in equity award valuations. The company is incorporated in Delaware and its fiscal year ends on January 26.

Why It Matters

For investors and stakeholders tracking NVIDIA CORP, this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and potential impacts on company performance and governance. The detailed breakdown of equity award adjustments provides insight into how executive incentives are being managed, which can influence strategic decisions and shareholder value.

Risk Assessment

Risk Level: low — NVIDIA CORP shows low risk based on this filing. The filing is a routine proxy statement and does not contain new operational or financial performance data, indicating a low level of immediate risk.

Analyst Insight

Stockholders should review the proxy statement to understand executive compensation plans and vote on relevant proposals at the upcoming annual meeting.

Key Numbers

Key Players & Entities

FAQ

When did NVIDIA CORP file this DEF 14A?

NVIDIA CORP filed this Proxy Statement (DEF 14A) with the SEC on May 14, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NVIDIA CORP (NVDA).

Where can I read the original DEF 14A filing from NVIDIA CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NVIDIA CORP.

What are the key takeaways from NVIDIA CORP's DEF 14A?

NVIDIA CORP filed this DEF 14A on May 14, 2024. Key takeaways: NVIDIA Corporation filed a Definitive Proxy Statement (DEF 14A) on May 14, 2024.. The 2024 Annual Meeting of Stockholders is scheduled for Wednesday, June 26, 2024, at 9:00 a.m.. The filing includes information related to executive compensation adjustments for the fiscal year ending January 28, 2024..

Is NVIDIA CORP a risky investment based on this filing?

Based on this DEF 14A, NVIDIA CORP presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new operational or financial performance data, indicating a low level of immediate risk.

What should investors do after reading NVIDIA CORP's DEF 14A?

Stockholders should review the proxy statement to understand executive compensation plans and vote on relevant proposals at the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does NVIDIA CORP compare to its industry peers?

NVIDIA operates in the semiconductor industry, a sector critical for advancements in artificial intelligence, gaming, and data centers.

Are there regulatory concerns for NVIDIA CORP?

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies.

Industry Context

NVIDIA operates in the semiconductor industry, a sector critical for advancements in artificial intelligence, gaming, and data centers.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the full DEF 14A filing for detailed information on executive compensation and proposals.
  2. Attend or vote by proxy at the 2024 Annual Meeting of Stockholders on June 26, 2024.
  3. Monitor future filings for updates on NVIDIA's strategic direction and financial performance.

Key Dates

Year-Over-Year Comparison

This filing is a routine proxy statement and does not provide comparative data from a previous filing within this extract.

Filing Stats: 4,502 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2024-05-14 16:08:58

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 40 Proposal 2—Advisory Approval of Executive Compensation 42

Executive Compensation

Executive Compensation 43 Compensation Discussion and Analysis 43 Risk Analysis of Our Compensation Plans 55 Summary Compensation Table for Fiscal 202 4 , 202 3 , and 202 2 56 Grants of Plan-Based Awards for Fiscal 202 4 57 Outstanding Equity Awards as of January 2 8 , 202 4 58 Option Exercises and Stock Vested in Fiscal 202 4 59 Employment, Severance , and Change-in-Control Arrangements 59 Potential Payments Upon Termination or Change-in-Control 60 Pay Ratio 60 Pay Versus Performance 61 Compensation Committee Interlocks and Insider Participation 64 Compensation Committee Report 64 Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal 2025 65 Fees Billed by the Independent Registered Public Accounting Firm 66 Report of the Audit Committee of the Board of Directors 67 Proposal 4— Stockholder Proposal: Simple Majority Vote 68 Equity Compensation Plan Information 70 Additional Information 70 Delinquent Section 16(a) Reports 70 Other Matters 70 This Proxy Statement contains forward-looking statements. All statements other than statements of historical or current facts, including statements regarding our corporate sustainability plans and goals, made in this document are forward-looking. Forward-looking statements are based on our management's beliefs and assumptions 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 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 management's expectations are described in our Annual Report on Form 10-K for the fiscal year ended Janua

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is designed to pay for performance. We utilize compensation elements that align our NEOs' interests with those of our stockholders to create long-term value. Our NEOs' compensation 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, subject to caps on maximum payout. For the last several years, over 90% of our CEO's and over 50% of our other NEOs' target pay has been performance-based and at-risk, and 100% of our CEO's equity awards have been in the form of PSUs. To motivate our NEOs to focus on operational efficiencies and providing value-added products, the CC provided our executives with an opportunity to earn Additional SY PSUs if we achieved (i) Fiscal 2024 Non-GAAP Operating Income at 8 Table of Contents or above Base Compensation Plan and (ii) a Fiscal 2024 Non-GAAP Gross Margin goal. In light of an increasingly complex macroeconomic environment, the CC set (a) Base Compensation Plan goals close to actual performance for Fiscal 2023 and (b) Stretch Compensation Plan goals at levels that would require year-over-year growth, representing extremely strong financial performance to further align corporate performance and executive pay. Financial Performance and Link to Executive Pay As 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 were completed at the end of Fiscal 2024 and their respective impact on our executive pay. PERFORMANCE GOALS Variable Cash Plan SY PSUs MY PSUs Fiscal 2024 Revenue Payout as a % of Target Opportunity Fiscal 2024 Non-GAAP Operating Income (1) Shares Eligible to Vest as a % of Target Opportunity Fiscal 20

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