NVE : 2025 Proxy Statement
NVEC
Published on 06/23/2025 at 17:00
11409 Valley View Road Eden Prairie, MN 55344-3617
https://www.nve.com
June 23, 2025
Fellow Shareholders:
We cordially invite you to attend our 2025 Annual Meeting of Shareholders. The meeting will be held at our offices,
11409 Valley View Road, Eden Prairie, Minnesota, 55344, on Thursday, August 7, 2025, at 3:30 p.m. Central Daylight Time.
The items of business are described in our Proxy Statement. The Proxy Statement and other materials are available from https://www.nve.com/AnnualReports, or by using the appropriate QR Code below.
Thank you for your support of NVE. Sincerely,
Daniel A. Baker President and CEO
https://www.nve.com/investorEvents https://www.nve.com/AnnualReports https://www.YouTube.com/NveCorporation
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 7, 2025:
1) The Company's Proxy Statement for the 2025 Annual Meeting of Shareholders, 2) Shareholder Letter, and 3) Annual Report on Form 10-K for the year ended March 31, 2025, are available at https://www.nve.com/AnnualReports.
Corporate Governance Guidelines 9
Code of Ethics 9
Whistleblower Protection 9
Insider Trading Policies 9
Prohibition of Lobbying Activities 9
Board Leadership Structure 9
Board Role in Risk Oversight 10
Board Independence 10
Overboarding 10
Board Evaluation Process 10
Board Refreshment 10
CEO Succession Planning 10
Meeting Attendance and Executive Sessions of Independent Directors 10
Employee Health and Safety and Board Oversight 10
Climate Policies 11
Employee Demographics and Diversity 11
Cybersecurity 11
Board Committees 11
Audit Committee Report 12
Director Qualifications 12
Board Diversity 12
Shareholder Nominees 12
Shareholder Communications With the Board 13
Director Attendance at Annual Meetings 13
Director Compensation 13
Fiscal 2025 Performance 15
Compensation Philosophy and Objectives 15
Post-Employment Compensation 16
Compensation Clawbacks 16
Employment Agreements 16
Option-Grant Practices and Timing 16
The Impact of Accounting and Tax Treatment 17
Prohibitions of Pledging, Hedging, and Other Derivative Transactions 17
Compensation Advisers and Benchmarks 17
Role of NEOs in Setting Compensation 17
Summary Compensation Table 18
Pay Versus Financial Performance Table 20
Fees Billed to Us by Our Independent Registered Public Accounting Firm During Fiscal 2025 and 2024 21
Audit Committee Independence and Preapproval Policy 21
11409 Valley View Road Eden Prairie, MN 55344-3617
https://www.nve.com
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 7, 2025, 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 "2025 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 23, 2025.
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.
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 instructions to the contrary from any shareholder at that address. This practice, known as "householding," is designed to reduce printing and postage costs. If registered shareholders residing at addresses with other registered shareholders wish to receive separate annual reports, proxy statements, or Notices of Internet Availability of Proxy Materials in the future, they may contact Investor Relations at telephone number 952-829-9217, or by mail to the address at the top of this page. You can also request delivery of single copies of our documents if you are receiving multiple copies.
Our Board is not aware that any matter other than those described in this Proxy Statement will be presented for action at the 2025 Annual Meeting. If, however, other matters do properly come before the 2025 Annual Meeting, the person named in our vote form intends to vote the proxied shares in accordance with their best judgment on those matters. If any matters properly come before the shareholders at our 2025 Annual Meeting, but we did not receive notice of it prior to May 13, 2025, the persons named in our vote form for the 2025 Annual Meeting will have the discretion to vote the proxied shares on such matters in accordance with their best judgment.
Proposals of shareholders intended to be presented at the 2025 Annual Meeting must have been received at our offices no later than February 24, 2025, for inclusion in our proxy statement and proxy relating to that annual meeting. Proposals must be in accordance with the provisions of Rule 14a-8 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934. We suggest submitting proposals by certified mail with return receipt requested. On receiving any such proposal, we will determine whether to include it in our proxy statement and proxy in accordance with the regulations governing the solicitation of proxies. Shareholders who intended to present a proposal at the 2025 Annual Meeting without including such proposal in our proxy statement must have provided us with notice of such proposal no later than May 13, 2025. We received no such notifications, and we reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.
Only shareholders of record at the close of business on June 13, 2025, are entitled to execute proxies or to vote at the 2025 Annual Meeting. As of that date, there were outstanding 4,837,166 shares of our common stock, $0.01 par value per share ("Common Stock"). Each holder of Common Stock is entitled to one vote for each share of Common Stock held with respect to the matters mentioned in this Proxy Statement and any other matters that may properly come before the 2025 Annual Meeting.
If permitted by the Minnesota Business Corporation Act ("MBCA") in effect as of the date of the 2025 Annual Meeting, directors must receive a majority of the votes represented by proxy or in-person and entitled to vote to be elected under
Proposal 1. If the MBCA in effect does not permit majority voting for directors, directors can be elected with a plurality of votes cast. If an election of directors is contested, the persons receiving the highest number of votes cast shall be elected, even if they do not receive a majority of the votes cast. If there is not a quorum at the 2025 Annual Meeting, our bylaws specify that each director shall hold office for the term for which he is elected and until a successor is elected and qualified. The affirmative vote of a majority of the voting power is required to approve executive compensation and the ratification our independent registered public accounting firm.
Proxies indicating abstention from a vote and broker non-votes will be counted toward determining whether a quorum is present. Abstention with respect to the election of directors and the advisory vote on executive compensation will not have any effect on the outcome of these proposals. Abstention with respect to the ratification our independent registered public accounting firm will have the effect of casting a negative vote. Broker non-votes will not be counted toward determining whether a proposal has been approved.
We will pay the costs and expenses of solicitation of proxies. In addition to the use of the mails, our directors, officers, and regular employees may solicit proxies personally or by telephone, but these people will not be specifically compensated for those services. Proxies are solicited on behalf of the Board of Directors. Any shareholder giving a proxy in such form may revoke it either by submitting a new vote form or by completing a ballot at the meeting at any time before it is exercised. Such proxies, if received in time for voting and not revoked, will be voted at the 2025 Annual Meeting in accordance with the specification indicated thereon. If no specification is indicated on a proxy, such proxy will be voted in favor of each proposal described in this proxy statement. Persons who hold shares through a broker or other intermediary should consult that party for the procedures to be used for revoking a vote.
Most of our shareholders vote before the Annual Meeting. If you are a shareholder through a broker or bank, you may vote your shares by mail or the Internet through August 6, 2025, the day before the meeting. If you are a shareholder of record, you may vote your shares by mail only. If at the close of business on June 13, 2025, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer and Trust Company, then you are a shareholder of record.
To vote by mail, mark your selections on the vote form, date and sign your name exactly as it appears on the form, and mail the form in the postage-paid envelope provided. We must receive your proxy by August 6, 2025, for your vote to count.
If you are a shareholder through a broker or bank, you may vote or revoke your vote via the Internet following the instructions in the Notice Regarding the Availability of Proxy Materials. Internet voting is available until 11:59 p.m., Eastern Daylight Time, on August 6, 2025.
If you are a shareholder through a broker or bank, you can enroll via https://www.proxyvote.com to receive future meeting notices via e-Delivery.
To vote during the meeting, if you are a shareholder of record, you must bring a proxy from us with a label indicating your shareholder number and 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.
We have no securities to be issued under equity compensation plans not approved by our shareholders. Our equity compensation plans do not allow cash buyouts of underwater options. The following table summarizes Common Stock that may be issued as of March 31, 2025, on the exercise of options under our 2000 Stock Option Plan, as amended:
(Excluding Column (a))
Common Stock that may
be issued as of March 31, 2025
31,000
$73.56
119,740
Disclaimer
NVE Corporation published this content on June 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 23, 2025 at 20:59 UTC.