NVIDIA CORP
Shareholder Proposals
Item 4
Replace supermajority voting provisions in the Charter and Bylaws with a simple majority vote standard.
This proposal asks the Board to amend the company’s charter and bylaws so that any provision requiring a greater-than-simple-majority vote is changed to a simple majority standard (majority of votes cast for and against). Proponents argue supermajority provisions can entrench management and block measures supported by most shareholders and cite prior votes and academic research in support. The proposal would require the Company to state in its governing documents that no default supermajority voting standards remain after adoption. Implementing this change would generally require stockholder approval of a charter amendment if presented and passed.
Item 5
Evaluate and report on faith-based community resource groups and risks related to religious discrimination against employees.
The proposal requests that the Board evaluate and issue a report on the Company’s handling of faith-based community resource groups (employee resource groups) and related risks, including potential religious discrimination issues. The proponent notes the company currently has other ERGs but lacks a faith-based CRG and cites survey data and legal developments as reasons for review. The requested report should be produced within a year, exclude proprietary information, and outline any identified risks and recommended actions.
Item 6
Evaluate and report how hiring and training (DEI) policies affect employees’ civil liberties and associated company risks.
This proposal asks the Board to evaluate and report on the effects of the company’s hiring and training policies—particularly DEI-related programs—on employees and job applicants across protected characteristics and political views. The requested report should assess related legal, reputational, operational, and other risks, and be produced within one year excluding proprietary or confidential information. The proponent cites studies and regulatory/legal developments as drivers for the requested assessment. The report would aim to inform stockholders about how such policies might impact workforce civil liberties and corporate risk.
Item 7
Disclose greenhouse gas emissions from the use of the Company’s sold products.
The proposal requests a report disclosing greenhouse gas (GHG) emissions associated with the use of the company’s sold products (a Scope 3 'use of sold products' disclosure). Proponents argue such emissions are material given the company’s role in supplying AI/data-center hardware and cite peer disclosures and climate risk concerns as rationale. The requested report should be prepared at reasonable cost, omit proprietary information, and describe emissions estimates and timelines for mitigation actions where applicable.