NVIDIA Corporation - Shareholder-Analyst Call - NasdaqGS:NVDA

NasdaqGS:NVDA

Ian Williams, the Director of Technical Marketing in NVIDIA's professional group, made the following remarks during the shareholder/analyst call:

1. Demonstration Setup:

   • "That's right. We have a typical iPad. As you can see, it's running what you would expect on an iPad."
   • "We can go ahead and launch the Citrix receiver, which gives us a connection into a PC."

2. iPad Running Windows:

   • "We're looking at Autodesk Showcase, which is a review, sort of design review and presentation application, in which people will use to present the products and evaluate them and get a better feel for how they look in different environments and so on."

3. Location of the Quadro GPU:

   • "The Quadro is actually sitting over at the side of the room there in a server, which is connected via -- connected to the network and then we actually have a WiFi connection from an access point into the iPad here."

4. Application Demonstration:

   • "That right. And this model Autodesk Showcase is a DirectX -- the latest DirectX graphics so it has a lot of shaders. You can -- if you select objects, you can see the shaders are moving and this is something that you'd not be able to do on an iPad, clearly."

Rob Csongor, NVIDIA’s Vice President of Investor Relations, opened the shareholder and analyst call by welcoming attendees to the NVIDIA stockholder date meeting, which was held concurrently with the GPU Technology Conference (GTC). He expressed excitement about the attendees being able to see firsthand how researchers, scientists, and developers are utilizing NVIDIA’s technology.

Csongor outlined the agenda, mentioning that there would be a business portion of the meeting followed by an update and presentation on the company and its business and growth for the year. He informed the attendees that shareholders could vote their shares either in person or online and that questions would be taken from both in-person and online attendees.

He introduced the NVIDIA representatives present, including Jen-Hsun Huang (CEO, President, and Chief Executive Officer), David Shannon (Executive Vice President, General Counsel, and Secretary), and Karen Burns (Vice President and Interim Chief Financial Officer). Additionally, he introduced certain members of the Board of Directors and representatives from PricewaterhouseCoopers LLP and Cooley LLP.

Csongor noted that no updates to financial guidance would be provided during the meeting and that forward-looking statements would be made based on current expectations, cautioning that actual results might differ materially due to risks and uncertainties. He directed attendees to refer to NVIDIA’s Form 10-K for the fiscal period ended January 29, 2012, and subsequent filings for a discussion of factors that could affect future financial results and business.

After turning the meeting over to Jen-Hsun Huang, Csongor later returned to provide an update on the company and its growth strategies. He covered three main topics:

1. GPU Business: He discussed the Kepler architecture, emphasizing its efficiency and performance improvements over the previous Fermi architecture. He highlighted the success of the GeForce GTX 690 desktop product and the positive reception from technical reviewers. Csongor also mentioned the impact of Kepler on the notebook business, particularly in Ultrabooks, and the record number of design wins for Kepler-based notebooks.

2. Mobile Business: Csongor updated attendees on the Tegra mobile processor business, including design wins for smartphones and tablets. He mentioned the growth in the number of new phone SKUs and the strategy to enable quad-core tablets running Android Ice Cream Sandwich at a $199 price point. He also discussed the opportunity presented by Windows 8 and the end of the Wintel monopoly.

3. Cloud Computing: Csongor introduced NVIDIA’s new offering of bringing GPUs to the cloud, highlighting the capabilities of the Kepler architecture for cloud computing, including virtualization, remote display, reduced latency, and power efficiency. He demonstrated the technology using an iPad to run a professional application and showcased a rack of Kepler GPUs powering 100 different screens simultaneously. Csongor also discussed the potential of GeForce GRID for gaming in the cloud.

Finally, Csongor concluded his presentation by thanking attendees and opening the floor for questions.

Jen-Hsun Huang made the following statements during the shareholder/analyst call:

1. "I'm coming. It's just a grand entrance. I'm not accustomed to absence of applause. Thank you. Now we can begin."

2. "Thanks, Rob. Good afternoon. Welcome to our 2012 stockholders meeting. The meeting will now officially come to order. I will serve as the Chairman, and David Shannon will serve as the secretary of the meeting. David, can you report on the mailing of the meeting notice and the stockholder list?"

3. "Ladies and gentlemen, David Shannon."

4. "Thank you, David. At this time, I'd like to introduce Eric Jensen of Cooley. Eric, please raise your hand. Eric Jensen. I'm appointing Eric to act as the inspector of elections of this meeting."

5. "There are 5 items of business for this meeting. The first item of business today is to elect Tench Coxe, Mark Perry and Mark Stevens to serve as Directors until our 2013 annual meeting. The second item of business is to approve the amended and restated 2007 Equity Incentive Plan. The third item of business is to approve the 2012 Employee Stock Purchase Plan. The fourth item of business is to approve the compensation of our executive officers as disclosed in our 2012 proxy statement. And the fifth item of business is to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 27, 2013."

6. "David, may we have the results of the voting?"

7. "Thanks, David. That concludes the formal portion of today's annual meeting. I would like to hand back to Rob, who will update you on our business and take you through our growth strategies. Thank you."

David M. Shannon provided the following information and statements during the shareholder/analyst call:

• Introduction and Affidavit Confirmation:

  • He confirmed that he had a complete list of stockholders of record of NVIDIA's common stock as of March 23, 2012.
  • He mentioned that Broadridge had certified that the relevant proxy materials were mailed on April 4, 2012, to each stockholder of record at the close of business on the record date.

• Quorum Status:

  • He explained that a majority of the shares entitled to vote at the meeting constituted a quorum.
  • He informed that proxies had been received for approximately 82% of the total number of outstanding shares, representing approximately 506 million of the approximately 618 million shares outstanding.
  • He confirmed that this constituted a quorum for the meeting.

• Inspector of Elections Duties:

  • He described the duties of the inspector of elections, Eric Jensen, including deciding on the qualifications of votes, accepting votes, and tallying the final votes on all matters presented.
  • He mentioned that Eric had taken and subscribed to the customary oath of office to execute his duties with strict impartiality.

• Voting Procedures:

  • He stated that the polls were open for voting.
  • He explained that voting could be done by proxy, written ballot, or online for stockholders attending virtually.
  • He noted that each share of common stock was entitled to one vote.
  • He instructed stockholders who wanted to vote in person to see Eric Jensen at the front of the room or to vote online.
  • He mentioned that no other proposals would be addressed at the meeting since the company had not received notice of any additional matters to be considered.

• Preliminary Voting Results:

  • He provided the preliminary report of the inspector of elections covering the proposals presented at the meeting, confirming that all five items of business had been carried, including the election of directors, approval of equity incentive plans, and ratification of the independent registered public accounting firm.