NVEC annual meeting approves executive pay and ratifies Boulay PLLP
Rhea-AI Filing Summary
NVE Corporation reported the results of its annual shareholders meeting where votes were taken to elect five directors, to provide advisory approval of named executive officer compensation, and to ratify the appointment of Boulay PLLP as the company’s independent registered public accounting firm. A total of 4,837,166 shares were entitled to vote and a majority was represented at the meeting.
All five incumbent nominees were elected. Vote tallies were: Terrence W. Glarner 2,986,541 for, 283,523 withheld; Daniel A. Baker 3,185,972 for, 84,092 withheld; Patricia M. Hollister 3,030,813 for, 239,251 withheld; James W. Bracke 3,220,647 for, 49,417 withheld; and Kelly Wei 3,226,298 for, 43,766 withheld. The advisory vote on executive compensation passed with 3,171,573 for, 87,852 against, and 10,637 abstentions. The selection of Boulay PLLP as auditor was ratified with 3,871,548 for, 2,794 against, and 11,171 abstentions; the filing notes that abstentions on that proposal were treated as negative votes.
Positive
- All five incumbent directors were re-elected, preserving board continuity
- Advisory approval of named executive officer compensation passed with 3,171,573 votes in favor
- Boulay PLLP was ratified as the independent registered public accounting firm with 3,871,548 votes in favor
Negative
- Notable withheld votes for several director nominees (e.g., 283,523 withheld for one nominee)
- Abstentions on the auditor ratification were treated as negative votes, slightly increasing formal opposition
Insights
TL;DR: Routine governance outcomes preserved board continuity and confirmed auditor and executive pay by shareholder vote.
The meeting results reflect continuity in leadership as all five incumbent director nominees were re-elected with clear pluralities. The advisory approval of named executive officer compensation received strong support with 3,171,573 votes in favor versus 87,852 against, indicating shareholder acceptance of pay practices disclosed prior to the meeting. The ratification of Boulay PLLP as the independent registered public accounting firm passed overwhelmingly with 3,871,548 votes in favor. Note that abstentions were treated as negative votes for the auditor ratification, which slightly increased the formal opposition tally relative to straightforward against votes.
TL;DR: No material operational or financial changes; shareholder votes maintain status quo for governance and audit oversight.
The disclosed vote counts show a decisive endorsement of the board and auditor selection, supporting near-term governance stability. While several directors received tens or hundreds of thousands of withheld votes (for example, 283,523 withheld for one nominee), the totals in favor exceeded withheld and against votes by substantial margins, so there is no immediate change implied to management or strategy from these results. Because this filing reports only meeting results and not financial metrics or transactions, there is no direct material financial impact disclosed here.
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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The |
Item 5.07 Submission of Matters to a Vote of Security Holders.
Our 2025 Annual Meeting of Shareholders was held August 7, 2025, 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, 2026.
Proxies for the meeting were solicited pursuant to Section 14(a) of the Exchange Act. All of the director nominees were incumbent directors, and all attended the Meeting.
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 five directors: |
|
| |||||||||
| Terrence W. Glarner |
| 2,986,541 |
|
|
| 283,523 |
|
|
| - | |
| Daniel A. Baker |
| 3,185,972 |
|
|
| 84,092 |
|
|
| - | |
| Patricia M. Hollister |
| 3,030,813 |
|
|
| 239,251 |
|
|
| - | |
| James W. Bracke |
| 3,220,647 |
|
|
| 49,417 |
|
|
| - | |
| Kelly Wei |
| 3,226,298 |
|
|
| 43,766 |
|
|
| - | |
|
| |||||||||||
Voted For |
|
| Voted Against |
|
| Abstain | ||||||
2. | Advisory approval of named executive officer compensation. |
|
| 3,171,573 |
|
|
| 87,852 |
|
|
| 10,637 |
| 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, 2026. |
|
| 3,871,548 |
|
|
| 2,794 |
|
|
| 11,171 |
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.
2
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 12, 2025 | NVE CORPORATION
/s/ DANIEL A.BAKER |
|
3
INDEX TO EXHIBITS
Exhibit # | Description |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
4
FAQ
What were the outcomes of NVEC's annual meeting?
How many shares were entitled to vote at the NVEC meeting?
What were the vote totals for the advisory approval of executive compensation (say-on-pay)?
What were the vote totals to ratify the independent auditor for NVEC?
Did any director nominees receive withheld votes?
