FOURWEEKMBA EXPLAINER · FROM THE NEWSROOM · UPDATED 12 NOVEMBER 2026
The short answer: at a US public company the board, not the shareholders, removes the chief executive. It is a board vote under the company’s bylaws. At Nvidia that takes a majority of the directors in office, 6 of 11, with or without cause. Taking away the CEO’s seat on the board is a separate decision for shareholders: at Nvidia, two-thirds of the voting power if there is no cause.
Free to share with a link to this page. Thresholds from Nvidia’s bylaws (amended 12 March 2024) applied to the 24,312,141,810 shares in its 2026 proxy (at 23 March 2026); the share counts are our arithmetic.
The CEO is an officer; the board appoints officers
A company has two layers. The shareholders own it and elect the board of directors. The board hires the officers who run it day to day, starting with the chief executive. Delaware law, which governs Nvidia, says a corporation’s business is “managed by or under the direction of a board of directors” (Section 141(a)).
So the chief executive answers to the board. Delaware leaves the details of officers to each company: officers serve “for such terms as are prescribed by the bylaws or determined by the board of directors”, until a successor is chosen “or until such officer’s earlier resignation or removal” (Section 142(b)). The bylaws are where the removal rule lives. For the wider picture, see our guides to the board of directors and corporate governance.
Five questions that decide how it works
1. Who votes? Removing someone from the CEO job is a board decision. Shareholders do not vote on the office itself; they act through the directors they elect.
2. How many directors? The bylaws set the bar. Some say a majority of directors present at a meeting with a quorum; others, like Nvidia’s, require a majority of all directors in office.
3. Is “cause” needed? For the office, bylaws commonly allow removal “with or without cause”, as Nvidia’s do. Cause tends to matter more for pay and, at some companies, for removing a director.
4. What does it cost? Severance depends on the CEO’s employment agreement, any severance plan and the terms of stock awards. Some contracts pay more if the exit is “without cause”. If there is no agreement, there is no contractual severance to trigger.
5. Does a founder’s stake protect the job? Not directly. Shares vote on board seats, not on the CEO’s office. A founder with a large stake, or with a class of shares carrying extra votes, can influence who sits on the board, and so who sits in the room when the board votes.
Worked example: the steps under Nvidia’s bylaws
Nvidia’s bylaws, amended and restated as of 12 March 2024, are filed with the SEC. Every quote below is from them, Nvidia’s 2026 proxy statement or its 8-K filings, as read by our newsroom (explainer) and checked against the bylaws on EDGAR on 12 November 2026.
1 · Call a meetingSpecial board meetings can be called by “the Chairman of the Board, the Chief Executive Officer, the President, any two directors” (Section 22), with at least 24 hours’ notice when not sent by mail. Nvidia has no chair; it has an independent Lead Director who convenes the independent directors. The board can also act without a meeting if every director consents in writing (Section 24).
↓ quorum: a majority of the exact number of directors, 6 of 11 (Section 23)
2 · The vote“Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written or electronic consent” of those directors (Section 32). With 11 directors since 13 July 2026, a majority is 6.
↓ officers serve “at the pleasure of the Board of Directors” (Section 29)
3 · Fill the officeIf the office falls vacant, “the vacancy may be filled by the Board of Directors” (Section 29). There is no contractual severance step: the 2026 proxy says “we do not have employment, severance, or change-in-control agreements with our executive officers”, who are “at-will”. Equity awards follow their own plan terms.
↓ disclosure
4 · Tell the marketSEC Form 8-K, Item 5.02(b), covers a principal executive officer who “retires, resigns or is terminated from that position”. The report is due “within four business days after occurrence of the event”.
↓ a separate track
5 · The board seat (shareholders only)The vote above ends the job, not the directorship. Under Section 21, only stockholders can remove a director: with cause by a majority of the voting power, or without cause by “sixty-six and two-thirds percent (66-2/3%)”. Every director also faces election each year: “All of our directors have one-year terms and stand for election annually.”
Sources: NVIDIA Bylaws (12 March 2024) Sections 21-32; 2026 proxy statement; 8-K of 8 May 2026; SEC Form 8-K instructions. 6 of 11 is our arithmetic. Section 32 also lets a board committee, or a superior officer, remove an officer where the board has given it that power.
Office vs seat: who decides what
Decision
Who votes
Bar at Nvidia
Cause needed?
Remove the CEO from office
Board of directors
Majority of directors in office (6 of 11), or unanimous written consent
No (“with or without cause”)
Remove a director, with cause
Stockholders
Majority of voting power (over 12.2B shares)
Yes
Remove a director, without cause
Stockholders
66 2/3% of voting power (about 16.2B shares)
No
Replace any director
Stockholders, at the annual meeting
Every seat is elected each year
No
Delaware default for directors, if bylaws are silent
Stockholders
Majority of shares entitled to vote (Section 141(k))
No (“with or without cause”)
Share counts are our arithmetic on the 24,312,141,810 shares in the 2026 proxy. Sources: NVIDIA Bylaws; Delaware General Corporation Law Section 141(k).
Does the CEO’s stake change anything at Nvidia?
The 2026 proxy lists the chief executive’s beneficial ownership at 870,604,104 shares, 3.58% of the total, at 23 March 2026, and Nvidia has no share class with extra votes (our report). That stake counts in any shareholder vote on board seats. It is far short of the two-thirds needed to remove a director without cause, or of a majority. In the board’s vote on the office, he is one of 11 directors; he is the only director who is also a company officer. For the full shareholder list, see who owns Nvidia.
Shareholders backed the whole board in June. At the 24 June 2026 annual meeting all ten nominees were elected, with support ranging from 99.0% for the chief executive to 86.7% for Lead Director Stephen C. Neal, by our newsroom’s arithmetic from the 8-K (our report). Four outside directors with venture careers held 99.2% of the outside directors’ 74.7 million shares in March (our report).
Who is on the bench
A board that removes a chief executive has to fill the office. Nvidia’s 10-K of 25 February 2026 named five executive officers. One seat has changed since: Ajay K. Puri, “a 21-year executive at NVIDIA”, gave notice to retire from worldwide field operations, and Nicholas Parker, a 26-year Microsoft executive, took the role in August 2026, with new-hire equity at a target value of $35 million in stock units and $5 million in performance units. The 10-K has flagged the risk of weak succession planning in each of its nine filings from 2018 to 2026 (our report).
Years at Nvidia = 2026 minus the year each officer joined, our newsroom’s arithmetic. Sources: NVIDIA 10-K (25 February 2026), 8-K (2 July 2026), Form 3.
Where things stand (12 November 2026)
On 8 November Nvidia’s board said “A committee of independent directors, assisted by outside independent counsel, will oversee the investigation”. On 10 November the independent directors said they had retained former acting U.S. Attorney Joon H. Kim and Wachtell, Lipton, Rosen & Katz. On 11 November The Wall Street Journal reported, citing people familiar with the matter, that the board is preparing to oust the chief executive (our report). Nvidia had filed no 8-K since 3 September 2026 when we checked EDGAR at 06:11 UTC on 12 November. This page explains the rules; it makes no prediction about what the board will do.
FAQ
Can shareholders fire a CEO?
Not directly. The board appoints and removes officers. Shareholders act by electing or removing directors. At Nvidia every director stands for election each year.
How many votes does Nvidia’s board need to remove its CEO?
A majority of the directors in office, 6 of 11 since 13 July 2026, or the unanimous written consent of all directors, under Section 32 of its bylaws. No cause is needed.
Would a removed CEO stay on the board?
Removal from office does not by itself end the board seat. Under Section 21 of Nvidia’s bylaws only stockholders can remove a director: a majority of the voting power with cause, or 66 2/3% without cause. A director can also resign, and every seat is on the ballot at each annual meeting.
Does Nvidia’s CEO have a severance agreement?
No. The 2026 proxy says Nvidia has no employment, severance or change-in-control agreements with its executive officers, who are at-will employees. Equity awards follow the company’s plans and award agreements.
Who chairs Nvidia’s board?
Nobody: the proxy says it has “an independent Lead Director, rather than a chairperson”. Stephen C. Neal is Lead Director. Its governance policies give that director the duty to preside when the CEO is not present.
How fast must a CEO change be disclosed?
Within four business days, on SEC Form 8-K, Item 5.02(b), for a principal executive officer who retires, resigns or is terminated.
Built from the FourWeekMBA newsroom’s reading of Nvidia’s filings, with the bylaw quotes re-checked on EDGAR. When Nvidia files a new proxy, changes its bylaws or reports an officer or director change on Form 8-K, this page is updated with the new count and date. This is an explainer of rules, not legal advice.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
