What is a proxy statement?
A proxy is a person you authorise to vote your shares for you. SEC rules say a company asking for proxies must give shareholders a proxy statement before or at the time it asks for their proxy. Its contents are set by Schedule 14A.[S3]
The proxy statement explains what will be voted on. On EDGAR, the final version has the form type DEF 14A, for "definitive" proxy statement. Nvidia filed its 2026 proxy on May 12, 2026, for its annual meeting on Jun 24, 2026.[S1]
This guide walks through that one document. Page numbers are those printed in the proxy.
What were Nvidia's shareholders asked to vote on?
In the filing · Notice of 2026 Annual Meeting
Items of business Election of ten 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 2027; Four stockholder proposals, if properly presented[S1]
The first three come from the board. The four stockholder proposals come from shareholders.
In the filing · Notice of 2026 Annual Meeting
Record date April 27, 2026[S1]
Only stockholders of record at the close of business that day could vote at this meeting.
SEC Rule 14a-8 sets when a company must include a shareholder's proposal in its proxy statement.[S4]
The meeting was held online only. The proxy explains how to attend with a "Control Number" from the voting notice.[S1]
How do the votes count?
In the filing · Page 10, Quorum and Voting
Quorum 24,220,525,225 shares outstanding and entitled to vote; 12,110,262,613 needed for a quorum[S1]
A quorum is the minimum number of shares that must be present, online or by proxy, for decisions. Here that is a majority of the shares.
The "Vote Count" table on page 12 sets a rule for each proposal.[S1]
In the filing · Page 12, Vote Count
Proposal 1, Election of ten directors More FOR than AGAINST votes; abstentions: None; broker non-votes: None[S1]
Each director needs more votes for than against. Shares that abstain do not change the result.
In the filing · Page 12, Vote Count
Proposals 2 to 7 Majority of shares present, in person or represented by proxy, and entitled to vote on this matter; abstentions: Against[S1]
Here an abstaining share counts as present, but not as a vote for. So it works like a vote against.
What is a broker non-vote?
Most people hold shares through a broker, in "street name". The broker is the holder on record and votes as the owner instructs.[S1]
Without instructions, the broker may not vote on "non-routine" matters. The proxy lists director elections, executive pay and stockholder proposals as such. That gap is a broker non-vote.[S1]
The broker may still vote on routine matters. For Nvidia's 2026 meeting, that was Proposal 3, ratifying the auditor.[S1]
Who sits on the board?
The board's independence review is on page 23.[S1] A director is independent when, under Nasdaq rules, no relationship gets in the way of independent judgement.
In the filing · Page 23
Independence of the Members of the Board of Directors All directors except Mr. Huang determined to be independent[S1]
Jen-Hsun Huang is Nvidia's President and CEO. The proxy says the board uses an independent Lead Director instead of a chairperson.
In the filing · Page 25
Committees of the Board of Directors Three committees: AC, CC and NCGC; the AC met four times in Fiscal 2026[S1]
The audit committee (AC) oversees financial reporting and the auditor. The compensation committee (CC) approves executive pay. The nominating and corporate governance committee (NCGC) finds director candidates and approves related-party deals.
Where is executive pay shown?
Pay is explained in words in the Compensation Discussion and Analysis (CD&A), from page 38. The numbers follow in tables, starting with the Summary Compensation Table on page 50.[S1]
The "named executive officers" (NEOs) are the CEO, the CFO and the three other highest-paid executive officers.[S1]
In the filing · Page 50
Summary Compensation Table: Jen-Hsun Huang, Fiscal 2026 Salary $1,497,627; Stock Awards $24,800,511; Non-Equity Incentive Plan Compensation $6,000,000; All Other Compensation $4,045,691; Total $36,343,830[S1]
Stock awards are valued on the day they were granted. Footnote 1 says these amounts "do not reflect dollar amounts actually received" by the executive.
Footnote 4 says $3,975,533 of "All Other Compensation" paid for residential and travel security, consultation fees and drivers.[S1] Nvidia's fiscal 2026 ended on Jan 25, 2026, the last Sunday of January.[S1]
In the filing · Page 55
Pay Ratio Median employee $282,050; CEO $36,343,830; ratio 129:1[S1]
The pay ratio compares the CEO's total pay with the pay of the company's median employee. The proxy notes that other companies' ratios may not be comparable, because methods differ.
What does pay versus performance show?
The Pay Versus Performance table on page 55 adds a second pay figure: "compensation actually paid" (CAP). It follows an SEC formula in Item 402(v) of Regulation S-K.[S1]
In the filing · Page 55
Compensation Actually Paid to CEO, Fiscal 2026 $162,180,936 (Summary Compensation Table total: $36,343,830)[S1]
CAP takes out the grant-day value of stock awards. It adds their value at year end and the year's change in value of older awards. The proxy says CAP does not represent pay actually received. The award values use Nvidia's share price at the fiscal year end, Jan 25, 2026, and on vesting dates (proxy filed May 12, 2026).
The table sets pay beside company results, such as net income. Nvidia's "Company-Selected Measure" for the link is Non-GAAP Operating Income, which the proxy defines.[S1]
What are related-person transactions?
Nvidia's related-person section, on page 34, covers dealings between the company and its directors, executive officers and their families.[S1]
In the filing · Page 34
Transactions with Related Persons Daughter and son of Mr. Huang employed; Fiscal 2026 total compensation approximately $1,232,000 and $1,320,000[S1]
The proxy says their pay followed Nvidia's usual practices, without Mr. Huang's involvement. It reports a similar case for the son of director Dr. Shah.
Who owns the shares?
In the filing · Page 35
Security Ownership of Certain Beneficial Owners and Management As of March 23, 2026; 24,312,141,810 shares outstanding[S1]
"Beneficial owner" means whoever can vote or sell the shares, even if a trust holds them. Shares from awards vesting within 60 days are included.
In the filing · Page 35
Directors and executive officers as a group (14 persons) 957,313,517 shares; 3.94%[S1]
Of this, Jen-Hsun Huang's row shows 870,604,104 shares, or 3.58%.
In the filing · Page 35
5% Stockholders BlackRock, Inc. 7.43%; Vanguard Capital Management 7.31%[S1]
The share counts come from the holders' own Schedule 13G filings, each with its own date; the percentages use the proxy's Mar 23, 2026 share count. Footnote 14 says the BlackRock figure is as of Dec 31, 2023; footnote 15 dates Vanguard's to Mar 31, 2026.
How much did the auditor charge?
In the filing · Page 59
Fees Billed by the Independent Registered Public Accounting Firm, Fiscal 2026 Audit Fees $10,166,400; Total Fees $13,361,322[S1]
The table splits fees into audit, audit-related, tax and other work. The audit committee approves non-audit work in advance, the proxy says.
What are stockholder proposals?
Each stockholder proposal is printed with the proponent's own supporting statement. An "Opposing Statement of the Board" and the board's recommendation follow.[S1]
In the filing · Page 61
Proposal 4, Stockholder Proposal: Simple Majority Vote Standard A stockholder proposal to eliminate all supermajority voting provisions[S1]
A supermajority provision needs more than a simple majority to pass, such as two-thirds. The proxy names John Chevedden as the proponent and states that the board opposed the proposal.
Where do you find the results?
Results come in a separate filing: a Form 8-K under Item 5.07. Nvidia filed it on Jun 30, 2026.[S2]
In the filing · Form 8-K, Item 5.07, item 2
Proposal 2, advisory approval of executive compensation For 15,706,336,853; Against 1,071,224,151; Abstaining 79,128,382[S2]
Say-on-pay was approved. Each director nominee was also elected.
In the filing · Form 8-K, Item 5.07, item 4
Proposal 4, simple majority voting standard For 14,589,671,908; Against 2,210,282,205[S2]
Stockholders approved this non-binding proposal, though the board had opposed it. Proposals 5, 6 and 7 were not approved.
Cityfort's Nvidia stock page draws its ownership figures from this proxy. For the same company's results document, see how to read a US earnings release.