United States securities and exchange commission logo
September 8, 2022
Jen-Hsun Huang
Chief Executive Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, CA 95051
Re: NVIDIA Corporation
Definitive Proxy
Statement on Schedule 14A
Filed April 19,
2022
File No. 000-23985
Dear Mr. Huang:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 19, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address the
circumstances under which you would consider having the Lead
Director and CEO roles
filled by a single individual, when shareholders would be notified
of any such change, and
whether you will seek prior input from shareholders. Please also
disclose how the
experience of your Lead Director is brought to bear in connection with
your board s role in
risk oversight.
2. Please expand upon the
role that your Lead Director plays in the leadership of the board.
For example, please
enhance your disclosure to address whether or not your Lead
Director may:
represent the board
in communications with shareholders and other stakeholders;
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
3. Please expand upon how
your board administers its risk oversight function. For example,
Jen-Hsun Huang
NVIDIA Corporation
September 8, 2022
Page 2
please disclose:
why your board elected to retain direct oversight responsibility
for strategic risks and
other risk areas not delegated to a committee, including
cybersecurity matters, rather
than assign oversight to a board committee;
the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
long-term) and how you apply different oversight standards based
upon the
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing risks
and identify
significant emerging risks;
whether you have a Chief Compliance Officer and to whom this
position reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at
202-551-3412
with any questions.
FirstName LastNameJen-Hsun Huang Sincerely,
Comapany NameNVIDIA Corporation
Division of
Corporation Finance
September 8, 2022 Page 2 Disclosure Review
Program
FirstName LastName