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    NVE Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    8/5/24 4:04:59 PM ET
    $NVEC
    Semiconductors
    Technology
    Get the next $NVEC alert in real time by email
    NVE Corp - Form 8-K SEC filing
    0000724910 false 0000724910 2024-08-01 2024-08-01

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C.  20549

    FORM 8-K

    CURRENT REPORT
    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported)  August 1, 2024

    Picture 8
    NVE Corporation
    (Exact name of registrant as specified in its charter)

     

    Minnesota

    000-12196

    41-1424202

    (State or other jurisdiction of incorporation)

    (Commission File Number)

    (IRS Employer Identification No.)

     

     

    11409 Valley View Road, Eden Prairie, Minnesota

    55344

    (Address of principal executive offices)

    (Zip Code)


    Registrant’s telephone number, including area code (952) 829-9217

                                                                                                                                    
    (Former name or former address, if changed since last report.)


    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company  ☐


    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
     
    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

    Trading symbol(s)

    Name of each exchange on which registered

    Common Stock, $0.01 par value

    NVEC

    The NASDAQ Stock Market, LLC


     

    Item 5.07 Submission of Matters to a Vote of Security Holders.

     

    Our 2024 Annual Meeting of Shareholders was held August 1, 2024, for the following purposes: (1) elect five directors; (2) advisory approval of named executive officer compensation; and (3) ratify the selection of Boulay PLLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025.

     

    Proxies for the meeting were solicited pursuant to Section 14(a) of the Exchange Act. All of the director nominees were incumbent directors, and all attended the Meeting.

     

    There were 4,833,676 shares of common stock entitled to vote with a majority represented at the meeting. The Board of Directors recommended a vote for each of the director nominees, and for Proposals 2 and 3. There was no solicitation in opposition.

     

    Abstentions for Proposals 1 and 2 did not affect the results. Abstentions for Proposal 3 had the effect of a negative vote.

     

    The final voting results were as follows:

     

     

    Number of Shares

    Voted For

     

     

    Withheld

     

     

      Abstain  

    1. 

    Elect five directors:

       

     

     

         Terrence W. Glarner

     

    2,782,656

     

     

     

    340,003

     

     

     

            4

     

         Daniel A. Baker

     

    3,057,289

     

     

     

    65,370

     

     

     

    4 

     

         Patricia M. Hollister

     

    2,852,543

     

     

     

    270,116

     

     

     

    4 

     

         James W. Bracke

     

    3,048,942

     

     

     

    73,717

     

     

     

    4 

     

         Kelly Wei

     

    3,060,693

     

     

     

    61,966

     

     

     

    4 

     

     

    Voted For

     

     

    Voted Against

     

     

    Abstain

    2.

    Advisory approval of named executive officer compensation.

     

     

    3,015,808

     

     

     

    89,586

     

     

     

    17,267

     

     

    Voted For

     

     

    Voted Against

     

     

      Abstain  

    3.

    Ratify the selection of Boulay PLLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025.

       

     

    3,759,285

     

     

     

    6,099

     

     

     

    39,921

     

    Based on the results, each director nominee was elected, named executive officer compensation was approved, and the selection of our independent registered public accounting firm was ratified.

     

     

    2


     

    SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     

    Date  August 5, 2024

    NVE CORPORATION
    (Registrant)

     

     

     /s/ DANIEL A.BAKER
    Daniel A. Baker
    President and CEO

     

     

     

     

     

     

     

     

     

    3


     

    INDEX TO EXHIBITS

    Exhibit #

    Description

    104

    Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

     

    4

     

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