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GIVING BACK TOOUR COMMUNITIESACCELERATINGWHAT MATTERSOur people share a strong sense ofCompute the Cure includes a grantNVIDIA has built a culture that strivescorporate responsibility and a passionthis year to the University of Torontofor excellence in everything we do.for contributing to their communities.for its work applying deep learningThis attitude pervades our company.to cancer diagnostics. Other grantsExceptional mastery of our craft givesNVIDIA features prominently in liststhis year promoted patient care, fundedus the ability to do important work thatof America’s most socially responsiblea children’s oncology hospital in India,can shape the world. Our companycompanies, such as the Dow Jonesand furthered a breast-cancer preventionis agile—teams across the globeSustainability Index, the Carboneffort in Togo.collaborate without organizationalDisclosure Project, and Newsweek’sGreen Rankings.boundaries, with the singular focusAn annual tradition across our officesof doing great work.is Project Inspire, which brings togetherOur philanthropic giving this yearour people and their families to enhanceexceeded 5 million. We awardedtheir local communities, often focusingour second annual 150,000 Globalon education. In Santa Clara, 1,500 ofImpact Award, recognizing the use ofus transformed two local schools, ourGPUs to address social, humanitarian,latest effort in an underserved districtand environmental problems. Thewhere we have directly impacted nearlywinner, from among more than twoone-third of the students in recentdozen submissions, was a team fromyears. In Pune, India, several hundredDuke University for its work enablingemployees assisted a village school.eye surgeons to interact in real timeIn Munich, we refurbished an outdoorOur culture is our greatest achievement.with live volumetric visualizations ofyouth camp.It’s allowed us to stay ahead and vibranttheir operations.in one of the world’s most competitiveOver the course of the year, employeesindustries. Today, it’s put us right inOur philanthropic efforts are drivencontributed some 17,000 volunteerthe middle of the grand challengesby the NVIDIA Foundation, which hashours. Many chose to support educationof our time—virtual reality, artificialits priorities set by our employees.programs and activities that, in total,intelligence, and self-driving cars.Its flagship program, Compute thebenefited more than 64,000 children.Cure, supports innovative computingThis reflects the spirit of our employees,These problems demand our specialtechniques to fight cancer. The morebenefiting the less fortunate and bringingtalent and deep expertise in acceleratedthan 2 million we have invested inus closer together as a team.computing. Our amazing people areinspired to take them on. And when wedo, we expect VR, AI, and self-drivingcars to be the most exciting growthdrivers we’ve ever seen. Strap in foran incredible ride.Jen-Hsun HuangCEO & Co-FounderNVIDIAApril 2016

NVIDIA CORPORATIONNOTICE OF 2016 ANNUAL MEETINGPROXY STATEMENT AND FORM 10-KFORWARD-LOOKING STATEMENTSCertain statements in this document including, but not limited to, statements as to: the PC gaming industry continuing to grow and the drivers forgrowth; the benefits and impact of our products and technologies; our market share; the future of TV and gaming; the impact of VR, AI, deeplearning and self-driving cars as drivers for growth; and our strategies and position in our focused markets are forward-looking statements thatare subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors that could causeactual results to differ materially include: global economic conditions; our reliance on third parties to manufacture, assemble, package and testour products; the impact of technological development and competition; development of new products and technologies or enhancements to ourexisting product and technologies; market acceptance of our products or our partners’ products; design, manufacturing or software defects;changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of performance of our products ortechnologies when integrated into systems; as well as other factors detailed from time to time in the reports NVIDIA files with the Securities andExchange Commission, or SEC, including its Form 10-K for the fiscal period ended January 31, 2016. Copies of reports filed with the SEC areposted on the company’s website and are available from NVIDIA without charge. These forward-looking statements are not guarantees of futureperformance and speak only as of April 7, 2016, and, except as required by law, NVIDIA disclaims any obligation to update these forward-lookingstatements to reflect future events or circumstances.

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NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERSDate and time:Wednesday, May 18, 2016 at 10:00 a.m. Pacific Daylight TimeLocation:Online at www.virtualshareholdermeeting.com/NVIDIA2016Items of business: Election of twelve directors nominated by the Board of Directors Approval of our executive compensation Ratification of the selection of PricewaterhouseCoopers LLP as our independentregistered public accounting firm for fiscal year 2017 Approval of an amendment and restatement of our Amended and Restated 2007 EquityIncentive Plan Approval of an amendment and restatement of our Amended and Restated 2012Employee Stock Purchase PlanTransaction of other business properly brought before the meetingRecord date:You can vote at the meeting if you were a stockholder of record at the close of business onMarch 21, 2016.Virtual meetingadmission:We will be holding our annual meeting online only this year. Stockholders of record as ofMarch 21, 2016 will be able to participate in the annual meeting by 16. To participate in the annual meeting, youwill need the control number included on your notice of Internet availability of the proxymaterials or your proxy card (if you received a printed copy of the proxy materials).Pre-meeting forum:The new online format for the annual meeting also allows us to communicate more effectivelywith you via a pre-meeting forum that you can enter by visiting www.theinvestornetwork.com/forum/nvda. On our pre-meeting forum, you can submit questions in advance of the annualmeeting, and also access copies of our proxy statement and annual report.Your vote is very important. Whether or not you plan to attend the virtual meeting, PLEASE VOTE YOUR SHARES.As an alternative to voting online at the meeting, you may vote via the Internet, by telephone or, if you receive a paperproxy card in the mail, by mailing the completed proxy card.Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be heldon May 18, 2016. This Notice, our Proxy Statement, our Annual Report on Form 10-K and our Stockholder Letter areavailable at www.nvidia.com/proxy.By Order of the Board of DirectorsDavid M. ShannonSecretarySanta Clara, CaliforniaApril 7, 2016

TABLE OF CONTENTSDEFINITIONSPROXY SUMMARYPROXY STATEMENTInformation About the MeetingProposal 1—Election of DirectorsDirector QualificationsOur Director NomineesInformation About the Board of Directors and Corporate GovernanceIndependence of the Members of the Board of DirectorsBoard Leadership StructureRole of the Board in Risk OversightCorporate Governance Policies of the Board of DirectorsStockholder Communications with the Board of DirectorsNomination of DirectorsMajority Vote StandardBoard Meeting InformationCommittees of the Board of DirectorsDirector CompensationReview of Transactions with Related PersonsSecurity Ownership of Certain Beneficial Owners and ManagementProposal 2—Approval of Executive CompensationExecutive CompensationCompensation Discussion and AnalysisRisk Analysis of Our Compensation PlansSummary Compensation Table for Fiscal Years 2016, 2015 and 2014Grants of Plan-Based Awards For Fiscal Year 2016Outstanding Equity Awards as of January 31, 2016Option Exercises and Stock Vested in Fiscal Year 2016Employment, Severance and Change-In-Control ArrangementsPotential Payments Upon Termination or Change-In-ControlCompensation Committee Interlocks and Insider ParticipationCompensation Committee ReportProposal 3—Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2017Fees Billed by the Independent Registered Public Accounting FirmReport of the Audit Committee of the Board of DirectorsEquity Compensation Plan InformationProposal 4—Approval of an Amendment and Restatement of our Amended and Restated 2007 Equity IncentivePlanProposal 5—Approval of an Amendment and Restatement of our Amended and Restated 2012 Employee StockPurchase PlanAdditional InformationSection 16(a) Beneficial Ownership Reporting ComplianceOther MattersAPPENDIX A—Amended and Restated 2007 Equity Incentive PlanAPPENDIX B—Amended and Restated 2012 Employee Stock Purchase 545556586162626363646466676884919191A-1B-1

DEFINITIONS1998 ESPP2007 PlanNVIDIA Corporation 1998 Employee Stock Purchase Plan2012 ESPP2015 MeetingNVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan2015 Annual Meeting of Stockholders2016 Meeting2016 Annual Meeting of Stockholders2017 Meeting2017 Annual Meeting of StockholdersACAudit CommitteeBoardThe Company’s Board of DirectorsCCCompensation CommitteeCD&ACompensation Discussion and AnalysisCEOChief Executive OfficerCompanyNVIDIA Corporation, a Delaware corporationControl NumberIdentification number for each stockholder included in Notice or Proxy CardDodd Frank ActDodd-Frank Wall Street Reform and Consumer Protection ActExchange ActExequitySecurities Exchange Act of 1934, as amendedExequity LLP, the CC’s independent compensation consultantFASBFinancial Accounting Standards BoardFiscal 2015Fiscal 2016The Company’s fiscal year 2015 (January 27, 2014 to January 25, 2015)Fiscal 2017Fiscal 2018The Company’s fiscal year 2017 (February 1, 2016 to January 29, 2017)Form 10-KThe Company’s Annual Report on Form 10-K for Fiscal 2016 filed with the SEC on March 16, 2016Full Value AwardAn equity award other than a stock option or stock appreciation rightGAAPGenerally accepted accounting principlesInternal Revenue CodeU.S. Internal Revenue Code of 1986, as amendedLead DirectorLead independent directorMY PSUsPSUs with a multi-year performance metricNASDAQNCGCThe NASDAQ Stock Market LLCNominating and Corporate Governance CommitteeNEOsNamed Executive OfficersNon-GAAP OperatingIncomeGAAP operating income adjusted for stock-based compensation, product warranty charge, acquisitionrelated costs, and restructuring and other charges, as the Company reports in its earnings materials. Thenet aggregate adjustment to GAAP operating income for these items for Fiscal 2016 was 378 millionNoticeNYSENotice of Internet Availability of Proxy MaterialsNew York Stock ExchangePSUsPerformance stock unitsRSUsRestricted stock unitsS&P 500Standard & Poor’s 500 Composite IndexSECU.S. Securities and Exchange CommissionStretch Operating PlanMaximum goal attainment under the Variable Cash Plan, SY PSUs and MY PSUsSY PSUsPSUs with a single-year performance metricTarget Compensation PlanTarget goal attainment under the Variable Cash Plan, SY PSUs and MY PSUsNVIDIA Corporation Amended and Restated 2007 Equity Incentive PlanThe Company’s fiscal year 2016 (January 26, 2015 to January 31, 2016)The Company’s fiscal year 2018 (January 30, 2017 to January 28, 2018)1

Threshold CompensationPlanTSRThreshold goal attainment under the Variable Cash Plan, SY PSUs and MY PSUsTotal stockholder returnPwCPricewaterhouseCoopers LLPVariable Cash PlanThe Company’s variable cash compensation plan2

PROXY SUMMARYThis summary highlights information contained elsewhere in the proxy statement. This summary does not contain allof the information that you should consider, and you should read the entire proxy statement carefully before voting.2016 Annual Meeting of StockholdersDate and time:Wednesday, May 18, 2016 at 10:00 a.m. Pacific Daylight TimeLocation:Online at www.virtualshareholdermeeting.com/NVIDIA2016Record date:Stockholders as of March 21, 2016 are entitled to voteAdmission to meeting: You will need your Control Number to attend the annual meetingVoting Matters and Board RecommendationsWhile we have summarized the 2016 Meeting proposals below, please review the proxy statement for more information.Every stockholder’s vote is important. Our Board urges you to vote your shares FOR each of the proposals below.MatterPage NumberBoard(for more detail) RecommendationVote Required forApprovalEffect ofEffect ofBrokerAbstentions Non-VotesManagement Proposals:Election of twelve directors . . . . . . . . . . . . . . . . . . .11FOR eachdirector nomineeMore FOR thanWITHHOLD votesNoneNoneAgainstNoneApproval of our executive compensation . . . . . . . . .32FORMajority of sharespresentRatification of selection ofPricewaterhouseCoopers LLP as our independentregistered public accounting firm for Fiscal 2017 . .64FORMajority of sharespresentAgainstNoneApproval of an amendment and restatement of ourAmended and Restated 2007 Equity Incentive Plan.68FORMajority of sharespresentAgainstNoneApproval of an amendment and restatement of ourAmended and Restated 2012 Employee StockPurchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .84FORMajority of sharespresentAgainstNone3

Election of Directors (Proposal 1)The following table provides summary information about each director Robert K. Burgess. . . . .582011Independent ConsultantCCTench Coxe . . . . . . . . . .581993Managing Director, Sutter Hill VenturesMemberPersis S. Drell . . . . . . . .602015Dean, School of Engineering, Stanford UniversityMemberJames C. Gaither . . . . . .781998Managing Director, Sutter Hill VenturesJen-Hsun Huang . . . . . .531993President & CEO, NVIDIA CorporationDawn Hudson . . . . . . . .582013Chief Marketing Officer, National Football LeagueHarvey C. Jones . . . . . .631993Managing Partner, Square Wave VenturesMichael G. McCaffery .622015Chairman & Managing Director, Makena Capital ManagementWilliam J. Miller**. . . .701994Independent ConsultantMark L. Perry . . . . . . . .602005Independent ConsultantA. Brooke Seawell . . . .681997Venture Partner, New Enterprise AssociatesMark A. Stevens . . . . . .562008 *** Managing Partner, S-Cubed CapitalNCGCChairMemberMemberMemberMemberMember *ChairChair *Member *MemberMember* AC Financial Expert** Lead Director*** Mr. Stevens previously served as a member of our Board from 1993 until 2006Board OverviewOur director nominees exhibit a variety of competencies, professional experience and backgrounds, and contributediverse viewpoints and perspectives to our well-rounded Board. While the Board benefits from the extensive experienceand institutional knowledge that our more veteran directors bring, the NCGC and Board have recognized the importanceof bringing in new perspectives and ideas. Therefore, the Board has appointed four highly qualified new directors in thelast five years, most recently with the additions of Dr. Drell and Mr. McCaffery in 2015. Below are the key skills andcompetencies that our NCGC and Board consider important for our directors to have in light of our current business andthe number of directors that possess these competencies:4

Corporate Governance HighlightsOur Board is committed to strong corporate governance, which is used to promote the long-term interest of NVIDIAand our stockholders. Highlights of our corporate governance practices include:Declassified BoardIndependent Lead DirectorMajority voting for directors11 out of 12 Board members independentActive Board oversight of risk and risk managementAt least annual Board and committee self-assessmentsStock ownership guidelines for our directors andexecutive officers75% or better attendance by each Board member atmeetings of the Board and applicable committeesAnnual stockholder outreach, including Lead DirectorparticipationIndependent directors frequently meet in executivesessionsRegular stockholder outreach is important to us. We seek a collaborative approach to issues of importance to ourstockholders that affect our business and also to ensure that they see our governance and executive pay practices as wellstructured. Our management contacts each stockholder holding at least 1% of our common stock (except for brokeragefirms and institutional stockholders whom we know do not engage in individual conversations with issuers) to gain valuableinsights into the corporate governance and executive compensation issues they most care about. In Fall 2015, our LeadDirector attended these meetings, and we expect representatives of the Board will continue to participate in future stockholderoutreach.Approval of Executive Compensation for Fiscal 2016 (Proposal 2)We are asking our stockholders to cast a non-binding vote, also known as “say-on-pay,” to approve our NEOcompensation. The Board believes that our compensation policies and practices are effective in achieving our goals ofattracting, motivating and retaining a high-caliber executive team, rewarding financial and operating performance andaligning our executives’ interests with those of our stockholders to create long-term value. The Board has adopted a policyof providing for annual “say-on-pay” votes.Executive Compensation HighlightsAt our 2015 Meeting, over 98% of the votes cast on our say-on-pay proposal were in support of the compensation paidto our NEOs for Fiscal 2015. Consistent with its strong commitment to engagement, communication and transparency, theCC continues to regularly review our executive compensation program to ensure alignment between the interests of ourexecutive officers and stockholders. In response to feedback received in Fiscal 2015 during our regular stockholder outreachmeetings, the CC made the following changes, each intended to further align pay with performance: MY PSUs with a relative goal: introduced PSUs with a 3-year performance measure based on our TSR relative tothe S&P 500 (prior to Fiscal 2016, all of our PSUs had an annual performance period with absolute goals) and structureda meaningful portion of our CEO’s Fiscal 2016 equity award in the form of these 3-year PSUs Separate performance metrics: assigned separate, distinct metrics for each component of our compensation wherethe amount of the award is subject to achievement of performance criteria (in Fiscal 2015, we used the same financialmetric as a goal for our Variable Cash Plan and for our PSUs)5

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