NVE CORP NEW
For the period ended Aug 1, 2024. Filed Jun 17, 2024.
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Aug 1, 2024 · Filed Jun 17, 2024
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DEF 14A 1 NVE_2024_Proxy.htm PROXY STATEMENT PURSUANT TO SECTION 14(A)
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
****Washington, D.C. 20549
**_______________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☑
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
NVE Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
11409 Valley View Road Eden Prairie, MN 55344-3617 www.nve.com
June 17, 2024
Fellow Shareholders:
We cordially invite you to attend our 2024 Annual Meeting of Shareholders. The meeting will be held at our offices, 11409 Valley View Road, Eden Prairie, Minnesota, 55344, on Thursday, August 1, 2024, 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 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
| www.nve.com/investorEvents | www.nve.com/AnnualReports | www.YouTube.com/NveCorporation |
|---|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 1, 2024: 1) The Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, 2) Shareholder Letter, and 3) Annual Report on Form 10-K for the year ended March 31, 2024, are available at www.nve.com/AnnualReports.
**PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, AUGUST 1, 2024
TABLE OF CONTENTS
GENERAL INFORMATION
**VOTING INFORMATION
VOTING BEFORE THE MEETING
VOTING DURING THE MEETING
EQUITY COMPENSATION PLAN INFORMATION
SECURITY OWNERSHIP
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
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
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
11409 Valley View Road Eden Prairie, MN 55344-3617 www.nve.com
**PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, AUGUST 1, 2024
GENERAL INFORMATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.