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NVE CORP /NEW/

For the period ended Mar 31, 2026. Filed Jun 22, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 31, 2026 · Filed Jun 22, 2026

NVEC$75.98+6.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE14A 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

June 22, 2026

Fellow Shareholders:

We cordially invite you to attend our 2026 Annual Meeting of Shareholders. The meeting will be held at our offices, 11409 Valley View Road, Eden Prairie, Minnesota, 55344, on Thursday, August 6, 2026, 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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 6, 2026: 1) The Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders, 2) Shareholder Letter, and 3) Annual Report on Form 10-K for the year ended March 31, 2026, are available at www.nve.com/AnnualReports.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS, AUGUST 6, 2026

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

Climate Policies

Employee Health and Safety and Board Oversight

Artificial Intelligence Board Oversight

Climate Policies

Employee Demographics and Diversity

Cybersecurity

Board Committees

Audit Committee Report

Director Qualifications

Board Diversity

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

Financial Performance

Compensation Philosophy and Objectives

Outstanding Equity Awards at Fiscal Year End

Compensation Clawbacks

Employment Agreements

Option-Grant Practices and Timing

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

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 2026 and 2025

Audit Committee Independence and Preapproval Policy i

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS, AUGUST 6, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.