8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 2025

NVIDIA CORPORATION

2788 San Tomas Expressway, Santa Clara, CA 95051

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 486-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.001 par value per shareNVDAThe Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On June 25, 2025, at the 2025 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2025 Annual Meeting, the following proposals were adopted or rejected by the margin indicated.

1. Stockholders approved the election of each of our thirteen (13) director nominees to hold office until the 2026 Annual Meeting of Stockholders of NVIDIA Corporation and until his or her successor is elected or appointed. The results of the voting were as follows:

2. Stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our definitive proxy statement on Schedule 14A for the 2025 Annual Meeting filed with the Securities and Exchange Commission on May 13, 2025. The results of the voting were as follows:

3. Stockholders approved the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 25, 2026. The results of the voting were as follows:

4. Stockholders did not approve an amendment and restatement of the Certificate of Incorporation of NVIDIA Corporation to remove all supermajority provisions1. The results of the voting were as follows:

1 Approval of this proposal required at least 66 2/3% of the outstanding shares of our common stock.

5. Stockholders did not approve the non-binding stockholder proposal to eliminate the holding period requirement to call a special stockholder meeting. The results of the voting were as follows:

6. Stockholders did not approve the non-binding stockholder proposal to request the adoption of a new director election resignation governance policy. The results of the voting were as follows:

7. Stockholders did not approve the non-binding stockholder proposal to modify existing reporting on workforce data. The results of the voting were as follows:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.