NVE Corporation (NVEC) approves CEO succession, board expansion and auditor vote
Rhea-AI Filing Summary
NVE Corporation held its 2026 Annual Meeting of Shareholders on August 6, 2026. Shareholders voted on three proposals: election of seven directors, advisory approval of named executive officer compensation, and ratification of Boulay PLLP as independent registered public accounting firm for the fiscal year ending March 31, 2027. There were 4,837,166 shares of common stock entitled to vote and a majority was represented.
All seven director nominees, including Daniel A. Baker, Peter G. Eames, and Carolyn W. Valentine, were elected. The advisory vote on executive compensation passed with 3,011,073 votes for, and the auditor ratification received 3,876,455 votes for. In line with a previously described CEO succession plan, Daniel A. Baker retired as president and chief executive officer effective at the meeting, was reelected to the board, and became chairman. Peter G. Eames joined the board and was appointed president and chief executive officer, while Carolyn W. Valentine joined the board and was appointed to the Compensation and Nominating/Corporate Governance committees, increasing the board from five to seven directors.
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8-K Event Classification
Key Figures
Key Terms
advisory approval financial
named executive officer compensation financial
independent registered public accounting firm financial
Regulation S-K regulatory
Nominating/Corporate Governance committee financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What leadership changes were announced for NVE Corporation (NVEC) on August 6, 2026?
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
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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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