If Jensen Huang were fired by the board, could he use his shares to fight his way back?
Nvidia’s bylaws do include a proxy access nomination provision, and Huang’s 3.58% stake exceeds the 3% threshold. But he can nominate no more than two directors, and the earliest opportunity would be next year’s shareholder meeting.
Where does the 3.58% figure come from?
A proxy statement found by online users shows that Huang holds 870,604,104 shares. Divided by the 24,312,141,810 shares outstanding, that works out to about 3.58% (figures as of March 23, 2026). Nvidia has only one class of common stock, with one vote per share; it has no special multi-vote shares reserved for its founder.
However, the vast majority of these shares are not held in his personal name:
Family trusts: About 742 million shares are held in family trusts for which he and his wife, Lori Huang, serve as co-trustees, as well as in companies held by the trusts. The proxy statement says the two of them “share voting and dispositive power” over these shares.
Foundation: About 58.68 million shares are held by the couple’s foundation. The proxy statement says the two of them have “no pecuniary interest” in these shares.
Direct personal holdings: Only about 69.66 million shares, or approximately 0.29% of the total.
What hurdles would he face on this path?
Trying to regain control through his shareholding and the company’s bylaws would mean facing four major hurdles:
First hurdle: Limits on nominees. Proxy access nominations are capped at two people or 20% of the total number of directors, whichever is greater. Nvidia’s board currently has 10 members (nine independent directors plus Jensen Huang), so 20% is two people. This means he could put no more than two nominees on the company’s ballot. Even if both were elected, he would still not have a majority of board seats.
Second hurdle: Timing. Proxy access nominations can only be used for annual shareholder meetings. Nominations for 2027 must be submitted between February 24 and March 26, 2027. This year’s June shareholder meeting has already passed, so the earliest opportunity would be next year.
Third hurdle: A control-related assurance. The bylaws require nominating shareholders to provide a written assurance that, when they acquired the shares and currently, they did not have the intention to “change or influence control of the company.” It would be difficult for a fired founder nominating his own allies to the board to argue that control is not at issue.
Fourth hurdle: Candidate eligibility and share-counting rules. Nominees must meet Nasdaq’s independent director standards and cannot have agreements with the nominator that would compromise their independence, so Huang cannot nominate himself. For purposes of calculating share ownership, the bylaws count only shares over which the shareholder has “full voting power, dispositive power, and pecuniary interest.” On a literal reading, the foundation’s 58.68 million shares may not count. After excluding them, his stake would be about 3.34%—still above the 3% threshold, but subject to significant restrictions.
What options would he have if he were fired?
The board can replace the CEO, but it cannot directly remove him from his board seat. Nvidia is incorporated in Delaware, where state corporate law requires the removal of a director to be approved by a vote of all shareholders. Unless he chooses to resign or shareholders vote to remove him, Huang would retain his directorship until the 2027 shareholder meeting.
Calling a special shareholder meeting himself would also be extremely difficult. Nvidia amended its bylaws in 2024 to require shareholders seeking to call a special meeting to hold at least 15% of the voting power continuously for one year. Huang’s 3.58% falls far short; he would have to join forces with other shareholders holding more than 11%. At the same time, Article 13 of the bylaws expressly prohibits shareholders from using written consent in place of a formal meeting and vote.
Another option would be an all-out contest: any shareholder can nominate a full slate of candidates during the same nomination period (February 24 to March 26 next year) and pay out of pocket to solicit votes from shareholders at large. The “universal proxy” rules adopted in the United States in 2022 allow shareholders to mix and match company and dissident nominees on the same ballot. However, if he takes this route, he cannot also use proxy access nominations.
In short, even if he were fired, Huang would still have a board seat and 3.58% of the voting power. But if he wanted to regain majority control of the board, the earliest he could do so would be at next year’s shareholder meeting, and he would have to persuade other shareholders to support him. At this June’s shareholder meeting, he was reelected to the board with about 99% of the vote—the highest of the 10 directors—but that was before the scandal came to light. The 870 million shares he personally controlled accounted for only about 5% of the shares voted that day; most of the votes in favor actually came from other outside shareholders.
Nvidia’s bylaws do include a proxy access nomination provision, and Huang’s 3.58% stake exceeds the 3% threshold. But he can nominate no more than two directors, and the earliest opportunity would be next year’s shareholder meeting.
Where does the 3.58% figure come from?
A proxy statement found by online users shows that Huang holds 870,604,104 shares. Divided by the 24,312,141,810 shares outstanding, that works out to about 3.58% (figures as of March 23, 2026). Nvidia has only one class of common stock, with one vote per share; it has no special multi-vote shares reserved for its founder.
However, the vast majority of these shares are not held in his personal name:
Family trusts: About 742 million shares are held in family trusts for which he and his wife, Lori Huang, serve as co-trustees, as well as in companies held by the trusts. The proxy statement says the two of them “share voting and dispositive power” over these shares.
Foundation: About 58.68 million shares are held by the couple’s foundation. The proxy statement says the two of them have “no pecuniary interest” in these shares.
Direct personal holdings: Only about 69.66 million shares, or approximately 0.29% of the total.
What hurdles would he face on this path?
Trying to regain control through his shareholding and the company’s bylaws would mean facing four major hurdles:
First hurdle: Limits on nominees. Proxy access nominations are capped at two people or 20% of the total number of directors, whichever is greater. Nvidia’s board currently has 10 members (nine independent directors plus Jensen Huang), so 20% is two people. This means he could put no more than two nominees on the company’s ballot. Even if both were elected, he would still not have a majority of board seats.
Second hurdle: Timing. Proxy access nominations can only be used for annual shareholder meetings. Nominations for 2027 must be submitted between February 24 and March 26, 2027. This year’s June shareholder meeting has already passed, so the earliest opportunity would be next year.
Third hurdle: A control-related assurance. The bylaws require nominating shareholders to provide a written assurance that, when they acquired the shares and currently, they did not have the intention to “change or influence control of the company.” It would be difficult for a fired founder nominating his own allies to the board to argue that control is not at issue.
Fourth hurdle: Candidate eligibility and share-counting rules. Nominees must meet Nasdaq’s independent director standards and cannot have agreements with the nominator that would compromise their independence, so Huang cannot nominate himself. For purposes of calculating share ownership, the bylaws count only shares over which the shareholder has “full voting power, dispositive power, and pecuniary interest.” On a literal reading, the foundation’s 58.68 million shares may not count. After excluding them, his stake would be about 3.34%—still above the 3% threshold, but subject to significant restrictions.
What options would he have if he were fired?
The board can replace the CEO, but it cannot directly remove him from his board seat. Nvidia is incorporated in Delaware, where state corporate law requires the removal of a director to be approved by a vote of all shareholders. Unless he chooses to resign or shareholders vote to remove him, Huang would retain his directorship until the 2027 shareholder meeting.
Calling a special shareholder meeting himself would also be extremely difficult. Nvidia amended its bylaws in 2024 to require shareholders seeking to call a special meeting to hold at least 15% of the voting power continuously for one year. Huang’s 3.58% falls far short; he would have to join forces with other shareholders holding more than 11%. At the same time, Article 13 of the bylaws expressly prohibits shareholders from using written consent in place of a formal meeting and vote.
Another option would be an all-out contest: any shareholder can nominate a full slate of candidates during the same nomination period (February 24 to March 26 next year) and pay out of pocket to solicit votes from shareholders at large. The “universal proxy” rules adopted in the United States in 2022 allow shareholders to mix and match company and dissident nominees on the same ballot. However, if he takes this route, he cannot also use proxy access nominations.
In short, even if he were fired, Huang would still have a board seat and 3.58% of the voting power. But if he wanted to regain majority control of the board, the earliest he could do so would be at next year’s shareholder meeting, and he would have to persuade other shareholders to support him. At this June’s shareholder meeting, he was reelected to the board with about 99% of the vote—the highest of the 10 directors—but that was before the scandal came to light. The 870 million shares he personally controlled accounted for only about 5% of the shares voted that day; most of the votes in favor actually came from other outside shareholders.