Capital & Compute

Can Nvidia's Board Fire Jensen Huang?

Yes, by a simple majority of directors, but Jensen Huang resigned first, on November 11 2026. How the vote worked, what it cost, and who runs Nvidia now.

· Updated November 12, 2026· ai· economics· governance· nvidia· By Capital & Compute
Nvidia's Endeavor headquarters building in Santa Clara, with the NVIDIA 2788 address sign by the entrance steps.
Photo: NVIDIA Headquarters by Coolcaesar, CC BY-SA 4.0, via Wikimedia Commons. Cropped.

Yes, but it did not have to. Nvidia’s board accepted Jensen Huang’s resignation as president, chief executive and director on November 11 2026, and CFO Colette Kress is interim CEO. Before he resigned, Nvidia’s bylaws let a majority of the directors in office remove him as CEO at any time, “with or without cause”, with no employment contract, severance or change-in-control agreement in the way. Six of the ten board seats was enough. What the board could not do on its own was take his board seat or his 870.6 million shares.

That was the narrow legal answer. The practical one was harder, because Nvidia had no named successor and still has no permanent one. This piece walks through the vote, the filings that govern it, how much of the share price fall belongs to Huang rather than the chip sector, and what happened at the last two companies whose boards did this.

Can Nvidia’s board fire Jensen Huang?

Yes, by a simple majority of directors. Section 32 of Nvidia’s bylaws, amended and restated March 12 2024 (filed with the SEC as an 8-K exhibit), says: “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.” Section 29 adds that all officers “hold office at the pleasure of the Board of Directors.”

The board that would cast that vote is small. Shareholders elected ten directors at the June 24 2026 annual meeting, according to Nvidia’s 8-K reporting the vote: Tench Coxe, John Dabiri, Jen-Hsun Huang, Dawn Hudson, Harvey Jones, Melissa Lora, Stephen Neal, Brooke Seawell, Aarti Shah and Mark Stevens. A majority of ten is six. Because the bylaw counts directors “in office” rather than directors voting, Huang abstaining does not lower the bar: six of the other nine would have to agree.

There is no chair to break a tie or set the agenda. Nvidia’s 2026 proxy statement says the board uses “an independent Lead Director, rather than a chairperson,” and names Stephen Neal, 77, in that role. Two of the ten, Coxe and Jones, have sat on the board since 1993, the year Huang co-founded the company.

Nothing in Huang’s terms of employment stands in the way. The same proxy says: “Our executive officers are ‘at-will’ employees and we do not have employment, severance, or change-in-control agreements with our executive officers.” A removal therefore buys out no contract and pays no golden parachute.

Does the board need a reason?

No. The bylaw says “with or without cause,” so the board does not have to prove a policy breach to remove him as CEO. Cause matters for reputation, for any later litigation, and for the separate question of his board seat, but not for the CEO vote itself.

On the policy question, Nvidia’s public rules are softer than Intel’s were in 2018. Nvidia’s external Code of Conduct lists “investments or personal relationships” among activities that may create a conflict of interest, and says that if one arises, “we immediately remove ourselves from any decision-making role in the matter.” It does not, in its public form, ban relationships between managers and their reports. Intel’s board, by contrast, cited a specific “non-fraternization policy, which applies to all managers” when Brian Krzanich resigned, as reported by The Washington Post in June 2018.

The investigation Nvidia has announced is also narrower than the reporting around it. The November 8 statement from Nvidia’s board opened a review “in light of recent reporting that founder and CEO Jensen Huang has been the target of a foreign intelligence effort,” said it had “no reason to believe that either national security or NVIDIA secrets were compromised,” and said it “has confidence in Jensen and his leadership team.” Two days later the independent directors retained former acting US Attorney Joon H. Kim and Wachtell, Lipton, Rosen & Katz to run it. Neither statement mentions the Powell report, which CNBC summarized on November 11 alongside the Journal’s report that the board was preparing to meet “as soon as Wednesday.”

Can Huang stay on Nvidia’s board if he is fired as CEO?

Legally, yes, unless he resigns or shareholders remove him. Removing a CEO and removing a director are different votes held by different people. The board controls the first. Shareholders control the second.

Nvidia’s restated certificate of incorporation says a director may be removed “(i) with cause by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares” or “(ii) without cause by the affirmative vote of the holders of at least sixty-six and two-thirds percent.” In 2025 the board asked stockholders to strip that supermajority out of the charter, and the amendment failed, as the 2026 proxy records. Delaware’s default rule, Section 141(k) of the General Corporation Law, is a simple majority “with or without cause,” and its listed exceptions cover classified boards and cumulative voting. Nvidia’s board is declassified, so a challenge to the 66 2/3% clause would raise an open legal question, not a settled one.

In practice, this rarely comes to a vote. Krzanich left Intel’s board when he left the CEO job, according to Intel’s June 2018 8-K. Huang’s support among shareholders was also near-total five months ago: 16.65 billion shares voted for his re-election in June against 166 million against, the widest margin of any Nvidia director, per the June 2026 8-K.

What happens to Jensen Huang’s Nvidia shares?

He keeps them. Nvidia’s 2026 proxy lists Huang’s beneficial ownership at 870,604,104 shares, 3.58% of the company, as of March 23 2026. At the November 11 close of $173.73, that is about $151 billion. The stake is large in dollars but small in votes: 3.58% cannot block a board decision, and it is far short of what would be needed to resist a shareholder vote on his seat.

The ownership cuts the other way too. As a holder of roughly $151 billion of Nvidia stock, Huang carries more of the downside from a disorderly exit than any other individual, which gives him a reason to negotiate a transition rather than fight one.

How much of Nvidia’s stock drop is about Huang?

Less than the headlines suggest, until this week. Nvidia closed at a record $239.24 on October 6 2026 and at $173.73 on November 11, a 27.4% fall. Over the same stretch the iShares Semiconductor ETF (SOXX) fell 20.9%. Most of the damage was sector-wide: on November 5, before any confirmation from Huang, Nvidia fell 9.3% and SOXX fell 12.2% in a chip sell-off that The Motley Fool’s market wrap tied to election uncertainty and data-center worries, not to Nvidia news. By the November 6 close Nvidia had actually fallen less than the ETF since the record.

Nvidia tracked the chip sector down until Huang's admission, then split from itIndexed to 100 on October 6 2026, Nvidia fell to 78.0 and the semiconductor ETF to 69.5 by November 6, so Nvidia had held up better. After Huang's November 8 email the lines crossed: by November 11 the ETF had recovered to 79.1 while Nvidia fell to 72.6, and Nvidia's after-hours price on November 11 implied 67.3.NVDASOXX60708090100Nov 5: sector-wide chip sell-offNov 8: Huang's apology email, board opens probeAfter hours 67.3NVDA 72.6SOXX 79.1Sector outruns NvidiaOct 6 2026Oct 19 2026Oct 29 2026Nov 11 2026Closing price indexed to 100 on Oct 6 2026
Nvidia tracked the chip sector down until Huang's admission, then split from it
SessionNVDA closeSOXX closeNVDA indexSOXX index
Oct 6 2026$239.24$196.48100.0100.0
Oct 7 2026$237.47$194.2799.398.9
Oct 8 2026$230.48$187.7696.395.6
Oct 9 2026$229.28$186.4795.894.9
Oct 12 2026$226.32$181.6294.692.4
Oct 13 2026$228.52$181.3095.592.3
Oct 14 2026$221.30$173.1492.588.1
Oct 15 2026$217.23$171.5790.887.3
Oct 16 2026$214.13$164.4689.583.7
Oct 19 2026$217.09$167.3190.785.2
Oct 20 2026$216.47$166.6790.584.8
Oct 21 2026$221.97$170.1292.886.6
Oct 22 2026$212.21$158.5688.780.7
Oct 23 2026$210.96$159.4088.281.1
Oct 26 2026$216.00$163.9490.383.4
Oct 27 2026$217.94$170.3591.186.7
Oct 28 2026$215.38$173.9890.088.5
Oct 29 2026$213.66$171.2989.387.2
Oct 30 2026$204.64$157.1785.580.0
Nov 2 2026$202.06$151.2284.577.0
Nov 3 2026$206.69$155.0086.478.9
Nov 4 2026$200.13$150.1483.776.4
Nov 5 2026$181.60$131.9075.967.1
Nov 6 2026$186.64$136.5378.069.5
Nov 9 2026$178.67$146.7674.774.7
Nov 10 2026$168.89$146.5970.674.6
Nov 11 2026$173.73$155.4072.679.1
NVDA after hours, Nov 11 2026$160.95n/a67.3n/a
Nvidia (NVDA) and the iShares Semiconductor ETF (SOXX), daily closes indexed to 100 at Nvidia's October 6 2026 record close. The shaded area marks sessions after Huang's November 8 email in which the sector outran Nvidia. The hollow point is NVDA's $160.95 after-hours price at 6:30 p.m. ET on November 11, after the Journal report, as reported by 24/7 Wall St. SOXX holds Nvidia, so the true gap to the rest of the sector is somewhat wider. Closes from Yahoo Finance; price only, excluding dividends.

The split is the part that belongs to Huang. From the November 6 close, the last before his email, to the November 11 close, Nvidia fell 6.9%. In the same three sessions SOXX rose 13.8%, AMD rose 23.1% and Broadcom rose 17.5%. That is a gap of about 21 percentage points to the sector ETF, opened in three trading days, before the Journal report pushed Nvidia another 7.4% lower after hours, to $160.95, as reported by 24/7 Wall St. on Yahoo Finance.

In dollars, at the 24.31 billion shares outstanding listed in the 2026 proxy, the fall from $239.24 to $173.73 is roughly $1.6 trillion of market value. Most of that is the sector. The part that is Huang is the gap that opened after November 8.

What happened when Intel and McDonald’s fired their CEOs?

They are the two clearest recent cases of a large-cap board removing a CEO over a workplace relationship, and their stocks went in opposite directions afterwards.

Company Date What the company said Who took over Stock, first session (S&P 500) Stock, one year later (S&P 500)
Intel June 21 2018 Krzanich violated a non-fraternization policy for managers; he resigned as CEO and director CFO Bob Swan as interim CEO, made permanent in 2019 -2.4% (-0.6%) -9.1% (+7.3%)
McDonald’s Nov 4 2019 Easterbrook “violated company policy and demonstrated poor judgment” in a consensual relationship Chris Kempczinski, named in the same announcement -2.7% (+0.4%) +13.9% (+11.9%)

Sources: Intel’s 8-K and contemporaneous reporting for Intel; McDonald’s press release filed with the SEC. Price changes are this site’s calculation from Yahoo Finance closing prices, excluding dividends, measured from the prior close and then from the first-session close to the same date a year later.

The pattern worth noting is not the first-day move, which was small in both cases. It is what came next. McDonald’s named its new CEO in the same release, so investors never had to price an empty chair. Intel ran for seven months under an interim CEO who was also its CFO, and underperformed the S&P 500 by about 16 points over the year. Nvidia has now followed the Intel template almost exactly: the CFO as interim CEO, keeping the finance job, while the board searches inside and outside the company. And neither precedent involved a founder who has run the company since its first day, which is the part no table can price.

Who would run Nvidia if Huang leaves?

Colette Kress, for now. The 8-K filed November 12 names her interim CEO “while the Board conducts a search for a new Chief Executive Officer,” and she keeps the CFO job at the same time, the same arrangement Intel used in 2018. Nvidia’s press release says the search will consider internal and external candidates. Before the resignation, Bloomberg had reported that the board “has been working with an outside firm to identify potential replacements,” as relayed by OfficeChai on November 12. No permanent candidate has been named.

Nvidia’s filings give little help. The word “succession” does not appear anywhere in the 2026 proxy statement. The fiscal 2026 10-K lists five executive officers: Huang, CFO Colette Kress, Ajay Puri (who announced his retirement in June), operations chief Debora Shoquist and general counsel Timothy Teter. Kress was the name governance experts had floated for a temporary role, alongside lead director Stephen Neal, before the board chose her.

For the hardware side of this story, including whether the China-linked part of the investigation changes GPU prices, see Will the Nvidia CEO Probe Lower GPU Prices?. For where Nvidia sits in the wider AI capex trade, see AI Data Center Stocks: Where the Capex Lands.

How did the board’s decision become public?

Through the filing this piece said to watch for. The SEC’s Form 8-K instructions require a report under Item 5.02 when a company’s principal executive officer “retires, resigns or is terminated,” filed “within four business days after occurrence of the event.” Nvidia filed it the next day: the board accepted the resignation on November 11 and the 8-K went up on November 12, alongside the press release. The 8-K describes no separation agreement or payment.

The next fixed date is still November 17 2026, when Nvidia reports third-quarter fiscal 2027 results and holds its call at 2 p.m. Pacific, per its October 28 announcement. The press release confirms that schedule. It will be Kress’s first call as interim CEO.

Frequently asked questions

Did Jensen Huang leave Nvidia?
Yes. Nvidia’s Form 8-K says the board accepted his resignation as president, CEO and director on November 11 2026, effective immediately. The Wall Street Journal had reported the day before that the board was preparing to oust him. CFO Colette Kress is interim CEO.
How many votes does it take to remove Nvidia’s CEO?
A majority of the directors in office, under Section 32 of Nvidia’s bylaws. With ten directors, that is six votes, and Huang’s own seat counts toward the ten.
Would Jensen Huang get severance if he is fired?
No contract requires it. Nvidia’s 2026 proxy says its executive officers are at-will employees and that it has no employment, severance or change-in-control agreements with them.
Can Nvidia shareholders fire the CEO?
Not directly. Only the board appoints and removes officers. Shareholders can remove directors: under Nvidia’s charter, with cause by a majority of outstanding shares, or without cause by 66 2/3%.
How much Nvidia stock does Jensen Huang own?
870,604,104 shares, or 3.58% of the company, according to Nvidia’s 2026 proxy statement (as of March 23 2026). At the November 11 2026 close of $173.73, that stake was worth about $151 billion.
When does Nvidia report earnings?
Nvidia reports third-quarter fiscal 2027 results on November 17 2026, with a conference call at 2 p.m. Pacific time.

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