NVIDIA (NVDA) Proxy filing summary

Executive summary

• Fiscal 2026 revenue grew 65% to $215.9 billion, with strong performance in Compute & Networking and Data Center segments, and gross margin at 71.1%.

• Major product launches included the Blackwell Ultra and Vera Rubin platforms, and new partnerships with Anthropic, Meta, Nokia, and OpenAI.

• Total shareholder return reached 32% for 1 year, 822% for 3 years, and 1,349% for 5 years.

• The 2026 Annual Meeting will be held virtually on June 24, 2026, with voting on director elections, executive compensation, auditor ratification, and four shareholder proposals.

Voting matters and shareholder proposals

• Proposals include election of ten directors, advisory approval of executive compensation, ratification of PwC as auditor, and four shareholder proposals on voting standards, faith-based groups, workforce civil liberties, and GHG emissions disclosure.

• Board recommends FOR management proposals (director elections, say-on-pay, auditor) and AGAINST all shareholder proposals.

• Shareholder proposals address supermajority voting, religious resource groups, DEI/civil liberties, and expanded climate disclosures.

Board of directors and corporate governance

• Board consists of ten members (nine independent, one CEO), with a Lead Director and annual elections.

• Recent refreshment: one-third of independent directors joined since 2020; Suzanne Nora Johnson to join in July 2026.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Proxy access and special meeting rights for shareholders owning at least 15% for one year.

• Annual board and committee self-assessments, stock ownership guidelines, and regular executive sessions.