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, 2019
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. [ ]
Item 5.07. Submission
of Matters to a Vote of Security Holders.
Our 2019 Annual Meeting of Shareholders was held
August 1, 2019 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, 2020.
Proxies for the meeting were solicited pursuant
to Section 14(a) of the Exchange Act. All of our directors attended the meeting.
There were 4,846,010 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.
Final voting results were as follows:
| |
Number
of Shares |
| Voted For |
|
|
Withheld |
|
|
Abstain |
| 1. |
Elect five
directors: |
|
|
|
Terrence W.
Glarner |
|
3,510,204 |
|
|
|
82,568 |
|
|
|
1,670 |
|
Daniel A.
Baker |
|
3,566,433 |
|
|
|
26,339 |
|
|
|
1,670 |
|
Patricia M.
Hollister |
|
3,555,654 |
|
|
|
37,118 |
|
|
|
1,670 |
|
Richard
W. Kramp |
|
3,551,249 |
|
|
|
41,523 |
|
|
|
1,670 |
|
Gary
R. Maharaj |
|
3,552,468 |
|
|
|
41,966 |
|
|
|
8 |
|
|
| Voted
For |
|
|
Voted Against |
|
|
Abstain |
| 2. |
Advisory
approval of named executive officer compensation. |
|
|
3,485,239 |
|
|
|
25,712 |
|
|
|
15,207 |
|
|
| 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, 2020. |
|
|
4,268,488 |
|
|
|
8,092 |
|
|
|
15,448 |
Based on the results, each director nominee was
reelected, named executive officer compensation was approved, and the selection
of our independent registered public accounting firm was ratified.
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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 2, 2019 |
NVE CORPORATION
(Registrant)
/s/ CURT A. REYNDERS
Curt A. Reynders
Chief Financial Officer | |
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