NVE CORP NEW

Only shareholders of record at the close of business on June 7, 2024, are entitled to execute proxies or to vote at the 2024 Annual Meeting. As of that date, there were outstanding 4,833,676 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 2024 Annual Meeting.

If permitted by the Minnesota Business Corporation Act (“MBCA”) in effect as of the date of the 2024 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 2024 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.

Solicitation and Revocability of Proxies

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 2024 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.