It seems someone in management made a Foo Pah and stated the request for additional shares for employee options and RSUs wrong last year. Alas they have to do it again this year for management to get their ginormous compensation. It's proposal 2 and I just voted NO on a whole bunch of shares.
Note: Options are OK in my book, but these ZERO basis RSUs are definitedly not shareholder friendly. In the proxy statement they promise to only issue 30 million new shares to employees in the next two years. Perhaps that is why they are buying back 60 to 70 million shares this fiscal year. Perfect timing. Read the proxy on Nvidia's website.....some of those numerous Senior VP's option are seriously underwater, and apparently becoming unhappy..