How did NVIDIA (NVDA) investors vote on ESG-related stockholder proposals in 2026?

Three non-binding proposals on faith-based community resource groups, civil rights and non-discrimination related to diversity, equity, and inclusion, and reporting greenhouse gas emissions from product use were not approved. Each item drew relatively low "For" votes compared with large "Against" totals and substantial broker non-votes.

NVIDIA investors back board and simpler voting rules

NVIDIA Corporation reported the results of its 2026 Annual Meeting of Stockholders held on June 24, 2026.

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Filing Sentiment

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Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

NVIDIA Corporation reported the results of its 2026 Annual Meeting of Stockholders held on June 24, 2026. Stockholders elected all ten director nominees, including CEO Jen-Hsun Huang, each receiving more votes "For" than "Against." Advisory approval of named executive officer pay also passed by a wide margin.

Stockholders ratified PricewaterhouseCoopers LLP as independent registered accounting firm for the fiscal year ending January 31, 2027. A non-binding stockholder proposal to replace supermajority voting provisions with a simple majority standard was approved, while three other non-binding proposals on faith-based resource groups, civil rights and non-discrimination, and greenhouse gas emissions reporting were not approved.

Insights

NVIDIA’s 2026 meeting shows strong board support and a push toward simpler voting rules.

Stockholders backed all ten directors and approved executive compensation with over 15B votes in favor on key items, indicating broad support for existing leadership and pay practices. Ratification of PricewaterhouseCoopers LLP for the fiscal year ending January 31, 2027 also passed comfortably.

The notable governance development is stockholder approval of a non-binding proposal to replace supermajority voting provisions with a simple majority standard, with about 14.6B votes in favor. Three other non-binding proposals on faith-based groups, civil rights and non-discrimination, and product-use GHG emissions reporting did not pass, suggesting limited stockholder traction for these specific initiatives at this time.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Jen-Hsun Huang director vote For: 16,650,193,763 shares Say-on-pay For votes: 15,706,336,853 shares Auditor ratification For votes: 18,612,660,437 shares +4 more

7 metrics

Jen-Hsun Huang director vote For 16,650,193,763 shares Election of director at 2026 Annual Meeting

Say-on-pay For votes 15,706,336,853 shares Advisory vote on executive compensation

Auditor ratification For votes 18,612,660,437 shares Ratification of PricewaterhouseCoopers for FY ending Jan 31, 2027

Supermajority replacement For votes 14,589,671,908 shares Non-binding proposal to adopt simple majority voting

Faith-based groups proposal For 144,302,880 shares Non-binding proposal on faith-based community resource groups

Civil rights/DEI proposal For 101,023,496 shares Non-binding proposal on civil rights and non-discrimination

GHG emissions report proposal For 2,939,623,603 shares Non-binding proposal on GHG emissions from sold products

Key Terms

supermajority voting provisions, simple majority voting standard, independent registered accounting firm, non-binding stockholder proposal, +2 more

6 terms

supermajority voting provisions financial

"proposal to replace the supermajority voting provisions in our charter and bylaws"

simple majority voting standard financial

"replace the supermajority voting provisions in our charter and bylaws with a simple majority voting standard"

independent registered accounting firm financial

"selection of PricewaterhouseCoopers LLP as our independent registered accounting firm"

An independent registered accounting firm is a third-party audit firm, usually a certified public accounting (CPA) practice, that is officially registered with the relevant regulator to perform audits of a public company's financial statements and controls. Like an impartial inspector checking a building's safety, it examines and certifies that a company’s financial records are accurate and comply with accounting rules, which helps investors trust the numbers reported by the company.

non-binding stockholder proposal financial

"Stockholders approved the non-binding stockholder proposal to replace the supermajority voting provisions"

Broker Non-Votes financial

"Number of Broker Non-Votes | 2,829,718,733"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

GHG emissions financial

"request a report disclosing GHG emissions from the use of the NVIDIA Corporation’s sold products"

GHG emissions are the greenhouse gases a company or activity releases into the atmosphere—like carbon dioxide and methane from burning fuels, farming, or industrial processes—that trap heat and drive climate change. Investors care because those emissions translate into future costs and risks (regulation, carbon pricing, supply-chain disruption, asset impairment) or opportunities from cleaner operations; think of them as a company’s ongoing “carbon bill” that can raise or lower its long‑term value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NVIDIA (NVDA) stockholders decide at the 2026 Annual Meeting?

NVIDIA stockholders elected all ten director nominees, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers as independent auditor for the fiscal year ending January 31, 2027. They also approved a non-binding proposal to move from supermajority to simple majority voting standards.

Were all NVIDIA (NVDA) director nominees elected at the 2026 meeting?

Yes. All ten NVIDIA director nominees were elected, each receiving more votes "For" than "Against." For example, Jen-Hsun Huang received 16,650,193,763 votes for and 166,076,086 votes against, with additional abstentions and broker non-votes reported for each nominee.

How did NVIDIA (NVDA) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of NVIDIA’s named executive officers. The say-on-pay vote recorded 15,706,336,853 shares for, 1,071,224,151 shares against, and 79,128,382 abstentions, with 2,829,718,733 broker non-votes, signaling broad support for the company’s pay practices.

What happened with NVIDIA’s (NVDA) auditor ratification for fiscal 2027?

Stockholders approved the ratification of PricewaterhouseCoopers LLP as NVIDIA’s independent registered accounting firm for the fiscal year ending January 31, 2027. The vote totaled 18,612,660,437 shares for, 1,028,168,233 against, and 45,579,449 abstaining, with no broker non-votes reported on this item.

Did NVIDIA (NVDA) stockholders support changing supermajority voting provisions?

Yes. Stockholders approved a non-binding proposal to replace supermajority voting provisions in NVIDIA’s charter and bylaws with a simple majority standard. The proposal received 14,589,671,908 votes for, 2,210,282,205 against, and 56,735,273 abstentions, plus 2,829,718,733 broker non-votes recorded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/30/2026 - 04:27 PM EDT

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 24, 2026

NVIDIA CORPORATION


(Exact name of registrant as specified in its charter)


Delaware	0-23985	94-3177549
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NVDA	The 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 24, 2026, at the 2026 Annual Meeting of Stockholders of NVIDIA Corporation, or the 2026 Annual Meeting, the following proposals were adopted or rejected by the margin indicated.

1. Stockholders approved the election of each of our ten (10) director nominees to hold office until the 2027 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:


a. Tench Coxe
Number of shares For			15,411,252,412
Number of shares Against			1,399,727,580
Number of shares Abstaining			45,709,394
Number of Broker Non-Votes			2,829,718,733


b. John O. Dabiri
Number of shares For			16,400,706,983
Number of shares Against			397,037,222
Number of shares Abstaining			58,945,181
Number of Broker Non-Votes			2,829,718,733


c. Jen-Hsun Huang
Number of shares For			16,650,193,763
Number of shares Against			166,076,086
Number of shares Abstaining			40,419,537
Number of Broker Non-Votes			2,829,718,733


d. Dawn Hudson
Number of shares For			15,957,145,726
Number of shares Against			852,502,313
Number of shares Abstaining			47,041,347
Number of Broker Non-Votes			2,829,718,733


e. Harvey C. Jones
Number of shares For			15,240,915,136
Number of shares Against			1,569,760,554
Number of shares Abstaining			46,013,696
Number of Broker Non-Votes			2,829,718,733


f. Melissa B. Lora
Number of shares For			16,405,904,806
Number of shares Against			393,879,454
Number of shares Abstaining			56,905,126
Number of Broker Non-Votes			2,829,718,733


g. Stephen C. Neal
Number of shares For			14,573,007,564
Number of shares Against			2,234,617,715


Number of shares Abstaining			49,064,107
Number of Broker Non-Votes			2,829,718,733


h. A. Brooke Seawell
Number of shares For			15,305,259,566
Number of shares Against			1,495,735,369
Number of shares Abstaining			55,694,451
Number of Broker Non-Votes			2,829,718,733


i. Aarti Shah
Number of shares For			15,717,333,353
Number of shares Against			1,093,304,228
Number of shares Abstaining			46,051,805
Number of Broker Non-Votes			2,829,718,733


j. Mark A. Stevens
Number of shares For			15,388,684,395
Number of shares Against			1,422,106,551
Number of shares Abstaining			45,898,440
Number of Broker Non-Votes			2,829,718,733

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 2026 Annual Meeting filed with the Securities and Exchange Commission on May 12, 2026. The results of the voting were as follows:


Number of shares For			15,706,336,853
Number of shares Against			1,071,224,151
Number of shares Abstaining			79,128,382
Number of Broker Non-Votes			2,829,718,733

3. Stockholders approved the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered accounting firm for our fiscal year ending January 31, 2027. The results of the voting were as follows:


Number of shares For			18,612,660,437
Number of shares Against			1,028,168,233
Number of shares Abstaining			45,579,449
Number of Broker Non-Votes			—

4. Stockholders approved the non-binding stockholder proposal to replace the supermajority voting provisions in our charter and bylaws with a simple majority voting standard. The results of the voting were as follows:


Number of shares For			14,589,671,908
Number of shares Against			2,210,282,205
Number of shares Abstaining			56,735,273
Number of Broker Non-Votes			2,829,718,733

5. Stockholders did not approve the non-binding stockholder proposal to request an evaluation and report on faith-based community resource groups. The results of the voting were as follows:


Number of shares For			144,302,880
Number of shares Against			16,533,365,836
Number of shares Abstaining			179,020,670
Number of Broker Non-Votes			2,829,718,733

6. Stockholders did not approve the non-binding stockholder proposal to request an evaluation and report on civil rights and non-discrimination related to diversity, equity, and inclusion. The results of the voting were as follows:


Number of shares For			101,023,496
Number of shares Against			16,644,116,501
Number of shares Abstaining			111,549,389
Number of Broker Non-Votes			2,829,718,733

7. Stockholders did not approve the non-binding stockholder proposal to request a report disclosing GHG emissions from the use of the NVIDIA Corporation’s sold products. The results of the voting were as follows:


Number of shares For			2,939,623,603
Number of shares Against			13,789,742,126
Number of shares Abstaining			127,323,657
Number of Broker Non-Votes			2,829,718,733

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.


			NVIDIA Corporation
Date: June 30, 2026			By: /s/ Rebecca Peters
			Rebecca Peters
			Vice President, Deputy General Counsel and Assistant Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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NVIDIA investors back board and simpler voting rules

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