UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| ||
( | (Zip Code) |
(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):
Securities registered pursuant to Section 12(b) of the Act:
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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 2026 Annual Meeting of Shareholders was held August 6, 2026, for the following purposes: (1) elect seven 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, 2027.
Proxies for the meeting were solicited pursuant to Section 14(a) of the Exchange Act. There were 4,837,166 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 seven directors: |
|
| |||||||||
| Daniel A. Baker |
| 3,058,859 |
|
|
| 37,416 |
|
|
| - | |
| Peter G. Eames |
| 3,081,308 |
|
|
| 14,967 |
|
|
| - | |
| Terrence W. Glarner |
| 2,889,674 |
|
|
| 206,601 |
|
|
| - | |
| Patricia M. Hollister |
| 3,050,866 |
|
|
| 45,409 |
|
|
| - | |
| James W. Bracke |
| 3,067,479 |
|
|
| 28,796 |
|
|
| - | |
| Kelly Wei |
| 3,073,306 |
|
|
| 22,969 |
|
|
| - | |
| Carolyn W. Valentine |
| 3,081,279 |
|
|
| 14,996 |
|
|
| - | |
|
| |||||||||||
Voted For |
|
| Voted Against |
|
| Abstain | ||||||
2. | Advisory approval of named executive officer compensation. |
|
| 3,011,073 |
|
|
| 73,720 |
|
|
| 11,480 |
| 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, 2027. |
|
| 3,876,455 |
|
|
| 3,389 |
|
|
| 11,855 |
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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the Company’s CEO succession plan described in our Proxy Statement on Schedule 14A and Item 5.02 of our Current Report on Form 8-K, both filed on June 22, 2026, Daniel A. Baker retired as president and chief executive officer effective at the Shareholders’ Meeting. Dr. Baker was reelected to the Board of Directors and elected chairman of the board. Peter G. Eames was elected to the Board and appointed president and chief executive officer.
Caroyln W. Valentine was elected to the Board for the first time and appointed to the Compensation and Nominating/Corporate Governance committees. The election of Dr. Eames and Ms. Valentine increased our board size from five to seven directors.
Biographical information for Dr. Eames and Ms. Valentine is included in our proxy statement on Schedule 14A filed June 22, 2026, and is incorporated by reference herein. Compensation information for Dr. Eames was disclosed in our Current Report on Form 8-K filed June 22, 2026, and is incorporated by reference herein.
Neither Dr. Baker nor Dr. Eames have been appointed to any committee of the Board, there are no arrangements or understandings between Dr. Eames and any other person pursuant to which Dr. Eames was selected as a director, and Dr. Eames does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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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 10, 2026 | NVE CORPORATION
/s/ PETER G. EAMES |
|
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INDEX TO EXHIBITS
Exhibit # | Description |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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