NVE Corp Files Definitive Proxy Statement

TL;DR

NVE Corp proxy filed, shareholders vote Aug 1st.

AI Summary

NVE Corporation filed its definitive proxy statement on June 17, 2024, for its annual meeting on August 1, 2024. The filing concerns the solicitation of proxies from shareholders regarding matters to be voted on at the meeting, including the election of directors and other corporate governance issues. NVE Corporation is a company in the semiconductors and related devices industry.

Why It Matters

This filing provides shareholders with crucial information about the company's governance and upcoming votes, allowing them to make informed decisions about their investment.

Risk Assessment

Risk Level: low — This is a routine annual filing providing information to shareholders and does not indicate any unusual risks.

Key Numbers

• 20240801 — Annual Meeting Date (Shareholders will vote on proposals at this date.)
• 20240617 — Filing Date (Date NVE Corp filed its definitive proxy statement.)

Key Players & Entities

• NVE Corp (company) — Registrant
• 0000724910-24-000003 (dollar_amount) — Accession Number
• 20240617 (dollar_amount) — Filing Date
• 20240801 (dollar_amount) — Period of Report

FAQ

Key Financial Figures

• $0.01 — g 4,833,676 shares of our common stock, $0.01 par value per share (Common Stock). Eac
• $69.50 — issued as of March 31, 2024 36,000 $69.50 120,730 3 Table of Contents SEC

Filing Documents

• NVE_2024_Proxy.htm (DEF 14A) — 158KB
• nve-logo.gif (GRAPHIC) — 1KB
• sml-logo.gif (GRAPHIC) — 1KB
• dab-sig.gif (GRAPHIC) — 1KB
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• cap-tsr.gif (GRAPHIC) — 12KB
• 0000724910-24-000003.txt ( ) — 185KB

SECURITY OWNERSHIP

SECURITY OWNERSHIP CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS CORPORATE GOVERNANCE Corporate Governance Guidelines Code of Ethics Human Rights Policy Whistleblower Protection Insider Trading Policies Prohibition of Lobbying Activities Board Leadership Structure Board Role in Risk Oversight Board Independence Overboarding Board Evaluation Process Board Refreshment CEO Succession Planning Meeting Attendance and Executive Sessions of Independent Directors Environmental, Social, and Governance (ESG) and Board Oversight Climate Policies Commitment to Diversity, Equity, Inclusion, and Accessibility Cybersecurity Board Committees Audit Committee Report Director Qualifications The Role of Diversity in Choosing Board Candidates Shareholder Nominees Shareholder Communications With the Board Director Attendance at Annual Meetings Director Compensation PROPOSAL 2. ADVISORY RESOLUTION REGARDING NAMED EXECUTIVE OFFICER COMPENSATION INFORMATION ABOUT OUR EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND ANALYSIS Compensation Philosophy and Objectives Fiscal 2024 Performance Outstanding Equity Awards at Fiscal Year End Compensation Clawbacks Employment Agreements The Impact of Accounting and Tax Treatment Prohibitions of Pledging, Hedging, and Other Derivative Transactions Compensation Advisers and Benchmarks Role of NEOs in Setting Compensation

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION Summary Compensation Table Pay Versus Financial Performance Table PROPOSAL 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AUDIT COMMITTEE DISCLOSURE Fees Billed to Us by Our Independent Registered Public Accounting Firm During Fiscal 2024 and 2023 Audit Committee Independence and Preapproval Policy i Table of Contents 11409 Valley View Road Eden Prairie, MN 55344-3617 www.nve.com PROXY ANNUAL MEETING OF SHAREHOLDERS, AUGUST 1, 2024 GENERAL INFORMATION This Proxy Statement is furnished to shareholders of NVE Corporation, a Minnesota corporation (NVE or the Company), in connection with the solicitation of proxies by our Board of Directors for use at our Annual Meeting of shareholders to be held Thursday, August 1, 2024, at 3:30 p.m. Central Daylight Time at our offices, 11409 Valley View Road, Eden Prairie, Minnesota, 55344 , and at any adjournment or postponements of the meeting (the 2024 Annual Meeting), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying form of Proxy were first mailed or made accessible to our shareholders on the Internet on or about June 17, 2024. Admission and Voting Proof of ownership (such as a recent brokerage statement or letter from your broker) and a form of photo identification are required for admission to the Annual Meeting. To vote in person, if you are a shareholder of record, you must bring a proxy from us with a label indicating your shareholder number and the number of shares held. If you are a shareholder through a broker or bank, the proxy should be a form called a Legal Proxy that you can request through your broker or bank. Householding of Documents We are sending only one Letter to Shareholders, Annual Report on Form 10-K , Proxy Statement, and Notice of Internet Availability of Proxy Materials to eligible shareholders who share a single address unless we received inst

SECURITY OWNERSHIP

SECURITY OWNERSHIP The following table shows the number of our shares of Common Stock beneficially owned as of June 7, 2024, by (i) each person or group known by us to beneficially own more than five percent of our outstanding Common Stock, (ii) each director or director nominee, (iii) each named executive officer set forth in the summary compensation table, and (iv) all directors, director nominees, and executive officers as a group. Name of Beneficial Owner Number of Shares Beneficially Owned(1) Percentage of Common Stock Outstanding Royce & Associates, LP 745 Fifth Avenue, New York, NY 10151 485,023 (2) 10.0 % Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067 444,941 (3) 9.2 % BlackRock Inc. 50 Hudson Yards, New York, NY 10001 304,165 (4) 7.0 % Vanguard Group Inc. PO Box 2600, V26, Valley Forge, PA 19482-2600 261,476 (5) 5.4 % Daniel A. Baker 71,186 (6) 1.5 % Peter G. Eames - * Daniel Nelson(7) - * Joseph R. Schmitz(8) - * Patricia M. Hollister 10,040 (9) * Terrence W. Glarner 7,000 (10) * James W. Bracke 3,500 (11) * Kelly Wei(12) - * All directors, director nominees, and named executive officers as a group (nine persons) 91,926 1.9 % *Less than 1% (1) Includes shares held in trust, by broker, bank, or nominee or other indirect means and over which the individual or member of the group has sole voting or shared voting and/or investment power. Unless otherwise noted, each individual or member of the group has sole voting and investment power with respect to the shares shown in the table above. (2) Based on information contained in Schedule 13F filed with the SEC on May 13, 2024. According to a Schedule 13G/A filed with the SEC on February 7, 2024, Royce & Associates, LP is an indirect majority owned subsidiary of Franklin Resources, Inc. The Schedule reports that various accounts managed by Royce & Associates, LP

(a)) has or will have a direct or indirect material interest (within the

Item 404(a)) has or will have a direct or indirect material interest (within the meaning of Regulation S-K Item 404(a)). 2. Any contract or other transaction between the Company and one or more directors of the Company, or between the Company and an organization in or of which one or more directors of the Company are directors, officers, or legal representatives or have a material financial interest within the meaning of Minnesota Statutes Section 302A.255 . In addition to the Companys Board of Directors complying with the requirements of Minnesota Statutes, Section 302A.255 with respect to any proposed transaction with a potential directors conflict of interest, all proposed transactions covered by the policy must be approved in advance by a majority of the members of the audit committee. If a proposed transaction covered by the policy involves a member of the audit committee, such member may not participate in the audit committees deliberations concerning, or vote on, such proposed transaction. Prior to approving any proposed transaction covered by the policy, the following information concerning the proposed transaction will be fully disclosed to the audit committee: 1. The names of all parties and participants involved in the proposed transaction, including the relationship of all such parties and participants to the Company. 2. The basis on which the related person is deemed a related person within the meaning of Regulation S-K Item 404(a) , if applicable. 3. The material facts and terms of the proposed transaction. 4. The material facts as to the interest of the related person in the proposed transaction. 5. Any other information the audit committee requests concerning the proposed transaction. The audit committee may require that all or any part of such information be provided in writing. The audit committee may approve only those transactions covered by the policy that a majority of the members of the audit committee in good faith determine t

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS Our

financial statements for the fiscal year ended March 31, 2024, are included in

financial statements for the fiscal year ended March 31, 2024, are included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, which was filed with the SEC on May 1, 2024, and accompanies this Notice of Annual Meeting and Proxy Statement. No portion of the Annual Report is incorporated into this proxy statement or is to be considered proxy-soliciting material. Our Annual Report on Form 10-K , this Proxy Statement, and our Shareholder Letter are available at www.nve.com/AnnualReports. On written request, we will provide a copy of our Annual Report on Form 10-K without charge to anyone receiving a copy of this proxy statement. Such written requests should be addressed to Investor Relations at the address on the cover page of this Proxy 5 Table of Contents PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS There are five director nominees, all of whom have been nominated by the Board. All directors are to be elected at the Annual Meeting to serve until the 2025 Annual Meeting of Shareholders. The Board has no reason to believe that any of the nominees will be unable to serve as a director. The individuals named as proxies intend to vote for the nominees listed in this proxy statement. If any nominee should be unable to serve as a director, the individuals named as proxies intend to vote for the election of such person or persons as the Board may recommend. Our director nominees skills, experience, and demographics are summarized below: Board Skills, Experience, and Demographics (as of June 7, 2024) Terrence W. Glarner Daniel A. Baker Patricia M. Hollister James W. Bracke Kelly Wei Skills and Experience 1. Experience as a director at other publicly-traded companies 2. Senior executive experience at a publicly-traded company 3. Experience in electronics or semiconductor industries 4. Experience in the medical device industry 5. Experience with corporate development, mergers, and acquisitions 6. B

Business

Business Accounting Microbiology Engineering; biology and physiology Demographic background White White White White Asian Gender identity Male Male Female Male Female We believe items 1, 2, 7, 8, 9, 10, 11, 13, and 14 are important for good corporate governance and our Boards role in risk oversight. Items 8, 9, 10, and 11 relate to emerging risks for public companies. Item 3, experience in the electronics or semiconductor industries, is desirable because we market and sell to electronics industries and our sales strategy relies heavily on semiconductor-industry distribution channels. Item 4, experience in the medical device industry, is desirable because medical device sensors are an important market for us. Item 5, experience with corporate development, mergers, and acquisitions is desirable since such transactions could be part of our growth strategy. Item 6, business-to-business sales management experience, helps our Board review strategies to overcome inherent challenges small semiconductor companies face. 6 Table of Contents In accordance with Nasdaq Rule 5606(a), each directors voluntary self-identified characteristics are as follows: Board Diversity Matrix (as of June 7, 2024) Total Number of Directors 5 Female Male Non- Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 3 - - Part II: Demographic Background African American or Black - - - - Alaskan Native or Native American - - - - Asian 1 - - - Hispanic or Latinx - - - - Native Hawaiian or Pacific Islander - - - - White 1 3 - - Two or More Races or Ethnicities - - - - LGBTQ+ - Did not Disclose Demographic Background - Directors biographical information is as follows: Terrence W. Glarner has been a director since 1999 and Chairman of the Board since January 2001. Since 1993, Mr. Glarner has been President of West Concord Ventures, Inc., a venture capital company. He has served as a director

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