SCHEDULE 14A INFORMATION
[ ] | Preliminary Proxy Statement |
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[X] | Definitive Proxy Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material under Rule 14a-12 |
Payment of Filing Fee (Check the appropriate box): | ||
[X] | No fee required. | |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
[ ] | Fee paid previously with preliminary materials. | |
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: |
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11409 Valley View Road Eden Prairie, MN 55344-3617 www.nve.com |
Sincerely, | |
![]() Curt A. Reynders | |
Chief Financial Officer and Secretary |
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11409 Valley View Road Eden Prairie, MN 55344-3617 www.nve.com |
Plan Category | (a) | (b) | (c) | |||
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights |
Number
of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
||||
Equity compensation plans approved by security holders |
175,000 | $21.54 | 166,230 | |||
Equity compensation plans not approved by security holders |
- | - | - | |||
Total at March 31, 2011 | 175,000 | $21.54 | 166,230 |
Name of Beneficial Owner |
Number of Shares Beneficially Owned(1) |
Percentage of Common Stock Outstanding |
|||
Trigran Investments, Inc. 630 Dundee Rd., #230, Northbrook, IL 60062 |
395,316 | (2) | 8.3 | % | |
BlackRock, Inc. 40 East 52nd Street, New York, NY 10022 |
302,414 |
(3) | 6.3 | % | |
Conestoga Capital Advisors LLC 259 N. Radnor Chester Rd., Suite 120, Radnor, PA 19087 |
257,348 | (4) | 5.4 | % | |
Daniel A. Baker | 191,308 | (5) | 3.9 | % | |
Curt A. Reynders | 26,000 | (6) | * | ||
Terrence W. Glarner | 7,200 | (7) | * | ||
Patricia M. Hollister | 7,000 | (8) | * | ||
James D. Hartman | 5,000 | (8) | * | ||
Robert H. Irish | 4,000 | (8) | * | ||
All directors and executive officers as a group (6 persons) | 240,508 | 4.9 | % |
*Less than 1% |
|
(1) | Includes shares held in trust, by broker, bank or nominee or other indirect means and over
which the individual or member of the group has sole voting or shared voting and/or
investment power. Unless otherwise noted, each individual or member of the group
has sole voting and investment power with respect to the shares shown in the table above. |
(2) | Based on information contained in Schedule 13F filed with the SEC
on May 12, 2011. According to Schedule 13G/A
filed jointly by Trigran Investments, Inc., Trigran Investments, L.P.,
Douglas Granat, Lawrence A. Oberman, and Steven G. Simon with
the SEC on February 11, 2011, Trigran Investments, Inc., Douglas
Granat, Lawrence A. Oberman, and Steven G. Simon have shared voting
and dispositive power for all shares, and Trigran Investments, L.P.
has shared voting and dispositive power for a portion of the shares. Furthermore,
Douglas Granat, Lawrence A. Oberman, and Steven G. Simon are the
controlling shareholders and sole directors of Trigran Investments, Inc.
and thus may be considered beneficial owners of shares beneficially owned
by Trigran Investments, Inc. |
(3) | Based on information contained in Schedule 13G/A filed with the SEC on February 7, 2011. |
(4) | Based on information contained in Schedule 13F filed with the SEC on April 27, 2011. |
(5) | Includes 130,000 shares issuable upon the exercise of options
that are currently exercisable. |
(6) | Includes 25,000 shares issuable upon the exercise of options
that are currently exercisable. |
(7) | Includes 6,000 shares issuable upon the exercise of options
that are currently exercisable. |
(8) | Consists solely of shares issuable upon the exercise of options that are currently exercisable. |
1. | Any transaction in which the Company was or is to be a participant (within the meaning of Securities and Exchange Commission (SEC) Regulation S-K, Item 404(a)), and a related person (as defined in Regulation S-K Item 404(a)) has or will have a direct or indirect material interest (within the meaning of Regulation S-K Item 404(a)). |
2. | Any contract or other transaction between the Company and one or more directors of the Company, or between the Company and an organization in or of which one or more directors of the Company are directors, officers, or legal representatives or have a material financial interest within the meaning of Minnesota Statutes, Section 302A.255. |
1. | The
names of all parties and participants involved in the proposed transaction, including
the relationship of all such parties and participants to the Company and any of
its subsidiaries. |
2. | The
basis on which the related person is deemed to be a related person within the
meaning of Regulation S-K Item
404(a), if applicable. |
3. | The
material facts and terms of the proposed transaction. |
4. | The material facts as to the interest
of the related person in the proposed transaction. |
5. | Any other information that the audit committee requests concerning the proposed transaction. |
Nominee | Principal Occupation | Age | Director Since | ||||
Terrence W. Glarner | President, West Concord Ventures, Inc. | 68 | 1999 | ||||
Daniel A. Baker | President and CEO, NVE Corporation | 53 | 2001 | ||||
James D. Hartman | Retired Chairman and CEO, Enpath Medical, Inc. | 65 | 2006 | ||||
Patricia M. Hollister | Chief Financial Officer, FSI International, Inc. | 51 | 2004 | ||||
Robert H. Irish | Retired | 71 | 1992 |
Patricia M. Hollister | Terrence
W. Glarner | James D. Hartman |
Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($)* |
All Other Compensation ($) | Total ($) | ||||||
Terrence W. Glarner | 9,000 | - | 19,180 | - | 28,180 | ||||||
James D. Hartman | 8,000 | - | 19,180 | - | 27,180 | ||||||
Patricia M. Hollister | 8,500 | - | 19,180 | - | 27,680 | ||||||
Robert H. Irish | 8,000 | - | 19,180 | - | 27,180 |
* | Grant date fair value of option awards determined using the Black-Scholes standard option pricing model with the assumptions discussed in Note 6 to the Financial Statements in our Annual Report on Form 10-K for the year ended March 31, 2011. As of March 31, 2011, the named directors held options, all of which are exercisable, to purchase the following numbers of shares: Mr. Glarner 3,000; Mr. Hartman, 5,000; Ms. Hollister, 7,000; and Mr. Irish, 4,000. |
| “RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion is hereby APPROVED.” |
Name and Principal Position |
Fiscal Year Ended March 31 |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-equity
Incentive Plan Compensation ($)(1) |
All Other Compen- sation ($)(2) |
Total ($) |
||||||||
Daniel A. Baker | 2011 | 250,000 | - | - | - | 109,390 | 11,742 | 371,132 | ||||||||
President and CEO | 2010 | 250,000 | - | - | - | 87,457 | 11,520 | 348,977 | ||||||||
2009 | 225,000 | - | - | - | 66,154 | 10,890 | 302,044 | |||||||||
Curt A. Reynders | 2011 | 150,000 | - | - | - | 31,830 | * | 181,830 | ||||||||
Chief Financial Officer | 2010 | 150,000 | - | - | - | 27,316 | * | 177,316 | ||||||||
2009 | 125,000 | - | - | - | 26,205 | * | 151,205 |
*Less than $10,000 | |
(1) | The amounts in this column were paid
based on performance achieved during the fiscal year under plans approved by our
Compensation Committee at the beginning of the fiscal years and described in “Compensation
Discussion and Analysis.” |
(2) | Includes contributions made to 401(k) savings plans and Health Savings Accounts on behalf of the NEOs, and life and long-term disability insurance premiums paid on behalf of the NEOs. The NEOs participate in these benefit programs under the same terms as all other employees. |
Option Awards | |||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Option Exercise Price ($) |
Option Expiration Date |
||||
Daniel A. Baker | 35,000 | 29.65 | 5/7/2014 | ||||
70,000 | 16.93 | 3/28/2015 | |||||
25,000 | 14.76 | 8/24/2015 | |||||
Curt A. Reynders | 25,000 | 16.33 | 1/16/2016 |
Option Awards | |||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
|||
Daniel A. Baker | 70,000 | 2,908,640 | |||
Curt A. Reynders | - | - |
Patricia M. Hollister | Terrence W. Glarner | Robert H. Irish |
By Order of the Board of Directors | |
![]() Curt A. Reynders | |
Chief Financial Officer and Secretary |
June 30, 2011
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE 2011 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 15,
2011: The Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders and Annual Report on Form 10-K for the year ended March 31, 2011 are available at www.nve.com/AnnualReports.php. |
The Board of Directors recommends a vote FOR each of the Director nominees,
FOR Proposals 2 and 4, and ONE YEAR for Proposal 3:
1. | To elect five directors to serve until the next Annual Meeting of Shareholders. | |||||
01 | Terrence W. Glarner | 03 | James D. Hartman | 05 | Robert H. Irish | |
02 | Daniel A. Baker | 04 | Patricia M. Hollister | |||
[ ] | Vote FOR all nominees
(except as marked) | [ ] | Vote
WITHHELD from all nominees | |||
Instructions: To withhold authority to vote for any nominee, strike a line through the name(s). |
2. | To approve named executive officer compensation as disclosed in our Proxy Statement. | |||
[ ] FOR | [ ] AGAINST | [ ] ABSTAIN | ||
3. | To vote on a non-binding proposal regarding the frequency of the vote on our executive compensation program. | |||
[ ] 1 YEAR | [ ] 2 YEARS | [ ] 3 YEARS | [ ] ABSTAIN | |
4. | To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012. | |||
[ ] FOR | [ ] AGAINST | [ ] ABSTAIN |