NVIDIA | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>NVIDIA</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Majority Vote </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. </p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This proposal includes that the Company shall state in its governing documents that it shall not have any default super-majority voting standards upon adoption of this proposal.</p>
<p dir=”ltr”>Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. The supermajority voting requirements, like those of NVIDI Corporation (NVDA), have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements can be used to block proposals supported by most shareowners but opposed by management.<br><br>This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. </p>
<p dir=”ltr”>This proposal topic received 98% support each in 2024 at Domino’s Pizza, FMC Corporation, ConocoPhillips, Masco Corporation and Power Integrations.</p>
<p dir=”ltr”>This proposal includes that the Board commit to not make any effort to defeat a NVDA proposal on this topic.</p>
<p dir=”ltr”>This proposal also includes that the Board commit to make a robust extra effort from a proxy solicitor perspective with the objective of obtaining the required vote for shareholder approval of this proposal topic as a binding NVDA proposal. As a matter of fact it may only take a de minius extra effort since the 2025 NVDA proposal came so close to shareholder approval as described in the next paragraph.</p>
<p dir=”ltr”>The precise extra effort is at the Board’s discretion. One proven method is to adjourn the annual meeting for up to 2-weeks and seek more votes. This seems to be a prudent step since the 2025 NVDA proposal on this topic received 65% support from all outstanding NVDA shares and thus came so close to the 67% votes required.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Focus Area:</strong>
<p>Data Centers </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>WHEREAS</strong>: Climate change poses macroeconomic risks that can depress returns for long-term diversified investors. Severe weather accounted for a record 21 billion-dollar disasters in 2025.1<br><br>In its 10-K, NVIDIA acknowledges that “climate change, its impact on our supply chain and critical infrastructure worldwide…may disrupt our business and cause us to experience higher attrition, losses and costs.”2 One-third of semiconductor supply could be at risk within a decade unless the industry adapts to manage climate risks.3<br><br>Meanwhile, energy-intensive artificial intelligence (AI) is compounding climate risk. Goldman Sachs research forecasts data centers’ global power demand will increase 50% by 2027, and the rate of U.S. AI growth is expected to emit an additional 24 to 44 million metric tons of carbon dioxide by 2030.4<br><br>NVIDIA plays a key role in the expansion of AI through designing AI chips, systems, and software.<br>While NVIDIA set 2030 targets to reduce absolute greenhouse gas emissions (GHG) emissions from electricity usage and emissions intensity from use of its sold products, in the proponent’s opinion, NVIDIA’s progress toward mitigating climate risk through real world achievement of GHG emissions reductions is difficult to assess.<br><br>For instance, NVIDIA reported zero market-based electricity emissions as a part of its overall operational emissions in FY25, partly due to contracting renewable energy projects across the grid. Meanwhile, it also disclosed a separate increase in location-based electricity emissions from the energy it drew from the local power grid.5 Additionally, the company’s total absolute emissions nearly doubled between fiscal years 2024 and 2025.6<br><br>Furthermore, NVIDIA’s reported GHG inventory does not include use of its sold products. These emissions are likely a significant contributor to the company’s GHG footprint based on peer comparison7 and represent a key metric for tracking emissions reductions.<br><br>Peers AMD, Intel, Onsemi, and NXP have committed to reporting or already published more detailed climate disclosures that include:</p>
<p>• Absolute emissions from use of sold products and initiatives to reduce them;<br>• Third-party validation and increased criteria for renewable energy projects;<br>• Emissions pathways to 2030, including plans to advance climate initiatives across their value chains.<br><br>By enhancing its emissions disclosures, NVIDIA will increase the legitimacy of its climate targets and better demonstrate climate risk mitigation progress to investors as its business grows.</p>
<p><strong>RESOLVED</strong>: Shareholders request that NVIDIA issue a report, at reasonable cost and omitting<br>proprietary information, disclosing the GHG emissions from use of its sold products.<br><br><strong>SUPPORTING STATEMENT:</strong> Proponents recommend, at management’s discretion:<br>• Disclosing emissions that account for major sources of its total GHG footprint;<br>• Considering GHG emissions disclosure guidance;<br>• Reporting based on reasonable emissions estimates, updated annually, and providing timelines for issuing or completing disclosures;<br>• Outlining whether and how the company plans to achieve absolute emissions reductions.</p>
<p>1 https://www.climatecentral.org/climate-matters/2025-in-review<br>2 https://d18rn0p25nwr6d.cloudfront.net/CIK-0001045810/177440d5-3b32-4185-8cc8-95500a9dc783.pdf, 22<br>3 https://www.pwc.com/gx/en/news-room/press-releases/2025/climate-risks-to-semiconductor-supply.html<br>4 https://www.goldmansachs.com/insights/articles/ai-to-drive-165-increase-in-data-center-power-demand-by-2030; https://www.npr.org/2025/11/14/nx-s1-5608188/data-center-ai-space-lizards<br>5 https://images.nvidia.com/aem-dam/Solutions/documents/NVIDIA-Sustainability-Report-Fiscal-Year-2025.pdf, 29<br>6 https://images.nvidia.com/aem-dam/Solutions/documents/NVIDIA-Sustainability-Report-Fiscal-Year-2025.pdf, 29<br>7 https://www.amd.com/en/corporate/corporate-responsibility/cr-data-tables.html#environmental; https://csrreportbuilder.intel.com/pdfbuilder/pdfs/CSR-2024-25-Full-Report.pdf, 36</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Giovanna Eichner</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Green Century Capital Management, Inc.</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Chris Richardson</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Mercy Investment Services</span></div>
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<strong>Focus Area:</strong>
<p>AI / Artificial Intelligence, CAHRA / Conflict Zones, Military Contracts </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that NVIDIA publish a report, at reasonable<br>expense and excluding proprietary details, which provides a clear explanation of<br>the strategic rationale for engaging in military sales and contracts, including how<br>such activities are expected to contribute to long-term shareholder value despite<br>potential challenges such as lower margins, increased administrative complexity,<br>legal risks, and reputational risks.</p>
<p><strong>Supporting Statement:</strong><br>NVIDIA’s leadership in advanced computing technologies positions the company<br>as a supplier for a wide range of sectors, including defense and national security.<br>However, investors currently lack transparency into the company’s involvement in<br>military sales, contracts and investments and the strategic reasoning behind these<br>engagements. This lack of disclosure creates uncertainty about how such<br>activities align with NVIDIA’s long-term growth strategy, its reputational and legal<br>risk profile, and shareholder interests.<br><br>Government and military contracts are often associated with lower profit margins,<br>complex regulatory requirements, and bureaucratic processes that can increase<br>costs and operational risk.1 Unpredictable changes in export market rules and<br>regulations for sales to foreign governments also have been a source of unwanted<br>volatility in NVIDIA shares.2<br><br>Additionally, these relationships may expose the company to reputational risks,<br>particularly in regions where military activities are controversial or subject to<br>heightened scrutiny.<br><br>Existing international humanitarian law (IHL) obligations apply to the development<br>and use of AI-enabled military capabilities – and companies, corporate personnel,<br>and executives can be liable under IHL for providing assistance to those<br>committing abuses.3 Major defense contractors have been sued for allegedly<br>abetting war crimes.4<br><br>NVIDIA acknowledges in its annual report that if its products “draw controversy<br>due to their perceived or actual impact on society, such as AI solutions that have<br>unintended consequences…we may experience brand or reputational harm,<br>competitive harm or legal liability.”5<br><br>For these reasons, some investors view government contracting as a low-value<br>business segment.</p>
<p>Despite these challenges, NVIDIA continues to pursue military-related sales and<br>contracts. NVIDIA also has investments in numerous AI ventures with military<br>contracts. Shareholders deserve a clear explanation of why the company believes<br>these engagements are strategically important and how they contribute to longterm<br>shareholder value.<br><br>Without this information, investors cannot fully assess the risk-return profile of<br>NVIDIA’s military-related activities or evaluate whether these engagements align<br>with the company’s stated priorities.<br><br>By publishing a report that explains the strategic rationale for military sales and<br>contracts, NVIDIA will improve transparency, investor confidence, and<br>accountability, enabling shareholders to make informed decisions about the<br>company’s governance and long-term value creation.</p>
<p>1 https://csimarket.com/Industry/industry_Profitability_Ratios.php?ind=201<br>2 https://www.cnn.com/2025/04/16/tech/nvidia-plunge-h20-chip-china-export-intl-hnk<br>3 https://opiniojuris.org/2025/04/07/the-role-of-business-in-war-a-different-defense-to-corporatecomplicity-<br>part-i-the-old-offense/<br>4 https://armstradelitigationmonitor.org/case/civil-complaint-by-yemeni-nationals-to-seek-injunctive-reliefand-<br>damages/<br>5 https://s201.q4cdn.com/141608511/files/doc_financials/2025/annual/NVIDIA-2025-Annual-Report.pdf</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Michael Connor</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Open MIC</span></div>
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<strong>Focus Area:</strong>
<p>Lobbying </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>, stockholders of NVIDIA request the preparation of a report, updated and published annually, omitting any proprietary data and produced at reasonable cost, disclosing:<br><br>Payments by NVIDIA used for direct or indirect lobbying, in each indirect case including the amount of the payment and the recipient.<br><br>For purposes of this proposal, payments used for direct lobbying are the annual aggregate amounts reported at the federal and state levels, broken out by federal and individual state. Payments used for indirect lobbying are payments to trade associations or social welfare groups that are used for lobbying as defined by tax law. Both direct and indirect lobbying include efforts at the state and federal levels.<br><br><strong>Supporting Statement</strong><br>As long-term stockholders of NVIDIA, we support transparency and accountability in corporate lobbying. Companies and investors may benefit if lobbying leads to improved policies, reduced regulation or taxation, or government contracts or subsidies. However, lobbying activities also create costs and can create risks for a corporation – and by extension, stockholders. Currently, stockholders must search the federal and 50 state lobbying databases to assemble a picture of a company’s lobbying. And state disclosure requirements vary widely,1 with an analysis of one company’s disclosures finding 25 out of 48 states did not disclose amounts spent.2<br><br>NVIDIA spent $3,460,000 on federal lobbying for the first three quarters of 2025. This does not include state lobbying, where NVIDIA also lobbies. NVIDIA lists support of four trade associations for 2025 yet fails to disclose the amounts of its payments to those groups used for lobbying. Similarly, it fails to disclose the amount of its payments to social welfare groups used for lobbying.<br><br>The International Corporate Governance Network policy on lobbying recommends a company commit to public disclosure of its lobbying activities and any direct or indirect expenditure beyond a de minimis level (e.g., a contribution equal to or less than $10,000). Many companies already provide annual lobbying reports to stockholders, including Cardinal Health, Exxon, Procter & Gamble and Xcel Energy, which report on their federal and state lobbying and indirect lobbying through trade associations and social welfare groups, and Amazon and Walmart, which provide full state lobbying reports. Among our company’s peers, Cisco, Intel, Qualcomm and Salesforce each provide an annual report of their trade association payments used for lobbying to stockholders. Companies are required to report this information at the federal and state levels, so it is not overly burdensome to provide it to stockholders.<br><br>We urge NVIDIA to expand its lobbying disclosure.</p>
<p>1.https://www.ncsl.org/ethics/how-states-define-lobbying -and-lobbyist .  <br>2 https://www.citizen.org/news/despite -company -claims-eli-NVIDIA-fails-to-disclose-its-state-lobbying -spending -for-half-the-country/.  </p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Marcela Pinilla</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Zevin Asset Management</span></div>
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Resolution Details

Company:

NVIDIA

Year:

2024

Issue Area:

Corporate Governance

Focus Area:

Shareholder Rights

Status:

On Proxy

Resolution Text

RESOLVED: Shareholders of NVIDIA Corporation (“Company”) request our Board of Directors take the steps necessary to amend the appropriate company governing documents to give holders with an aggregate of 15% net long of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our Board’s current power to call a special meeting.

SUPPORTING STATEMENT: Our Company allows the Board to call a special meeting, whereas Delaware law also permits companies to allow shareholders to call such meetings. Calling for a special shareholder meeting is hardly ever used by shareholders. However, management will be incentivized to genuinely engage with shareholders instead of stonewalling on issues if shareholders have a realistic Plan B option of calling a special shareholder meeting.

Often, companies claim that shareholders have multiple means to communicate with management and the board. Still, in most cases, these means are as effective as mailing a postcard. A reasonable shareholder right to call a special shareholder meeting is essential for effective shareholder engagement with management.

Over 72% of S&P 500 companies allow shareholders to call a special meeting. Between 2021 and 2023, at least 50% of shares at the following companies were voted in favor of shareholder proposals requesting that companies allow shareholders the right to call special meetings: Mosaic, Zoetis, Bloomin’ Brands, Synopsys, TEGNA, Cerner, Crown Holdings, Cetene, Agilent Technologies, Beckton Dickinson, Dollar Genera, Thermo Fisher Scientific, and Kellanova.

Large funds such as Vanguard, TIAA-CREF, BlackRock, and SSgA Funds Management, Inc. (State Street) support shareholders’ right to call special meetings. For example, BlackRock includes the following in its proxy voting guidelines: “[S]hareholders should have the right to call a special meeting…”

With the widespread use of online shareholder meetings, it is much easier for management to conduct a special shareholder meeting, and our bylaws thus need to be updated accordingly.

We urge the Board to join the mainstream of major U.S. companies. Establish a right for shareholders owning 15% of our outstanding common stock to call a special meeting.

Increase Long-Term Shareholder Value

Vote FOR the Right of Shareholders to Call Special Meetings – Proposal [4*]

Resolution Details

Company:

NVIDIA

Year:

2023

Issue Area:

Corporate Governance

Focus Area:

Shareholder Rights

Status:

Withdrawn for Agreement

Resolution Text

Resolved

Myra K. Young and other shareholders request that directors of NVIDIA Corporation (“Company”) amend its bylaws to include the following language:

Shareholder approval is required for any advance notice bylaw amendments that:

1. require the nomination of candidates more than 90 days before the annual meeting,

2. impose new disclosure requirements for director nominees, including disclosures related to past and future plans, or

3. require nominating shareholders to disclose limited partners or business associates, except to the extent such investors own more than 5% of the Company’s shares.

Supporting Statement

Under SEC Rule 14a-19, the universal proxy card must include all director nominees presented by management and shareholders for election.[1] Although the Rule implies each side’s nominees must be grouped together and clearly identified as such, in a fair and impartial manner, most rules for director elections are set in company bylaws.

For Rule 14a-19 to be implemented equitably, boards must not undertake bylaw amendments that deter legitimate efforts by shareholders to submit nominees. The bylaw amendments set forth in the proposed resolution would presumptively deter legitimate use of Rule 14a-19 by deterring legitimate efforts by shareholders to seek board representation through a proxy contest.

The power to amend bylaws is shared by directors and shareholders. Although directors have the power to adopt bylaw amendments, shareholders have the power to check that authority by repealing board-adopted bylaws. Directors should not amend the bylaws in ways that inequitably restrict shareholders’ right to nominate directors. This resolution simply asks the board to commit not to amend the bylaws to deter legitimate efforts to seek board representation, without submitting such amendments to shareholders. We urge the Board not to further amend its advance notice bylaws until shareholders have at least voted on this proposal.

Bloomberg’s Matt Levine speculates bylaws might require disclosure submissions “on paper woven from unicorns’ manes,”[2] with requirements waived for the board’s nominees. While Mr. Levine depicts humorous and exaggerated possibilities, some companies are adopting amendments clearly designed to discourage fair elections.

Directors of at least one company (Masimo Corp.) recently adopted bylaw amendments that could deter legitimate efforts by shareholders to seek board representation through a proxy contest. Masimo’s advance notice bylaws “resemble the ‘nuclear option’ and offers a case study in how rational governance devices can become unduly weaponized, writes Lawrence Cunningham.[3] Directors of other companies are considering similar proposals.

To ensure shareholders can vote on any proposal that would impose inequitable restrictions, we urge a vote FOR Fair Elections.

[1] https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.14a-19

[2] https://www.bloomberg.com/opinion/articles/2022-10-27/credit-suisse-gives-first-boston-gets-a-second-chance?sref=a7KhiWzs

[3] https://corpgov.law.harvard.edu/2022/10/23/the-hottest-front-in-the-takeover-battles-advance-notice-bylaws/

Govern By Majority Vote

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