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 |
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Chief Financial Officer and Secretary |
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www.nve.com/investorEvents.php | www.nve.com/AnnualReports | www.YouTube.com/NveCorporation |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 6, 2020: 1) The Companys Proxy Statement for the 2020 Annual Meeting of Shareholders, 2) Shareholder Letter, and 3) Annual Report on Form 10-K for the year ended March 31, 2020 are available at www.nve.com/AnnualReports. |
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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 |
Weighted-Average Exercise Price of Outstanding Options |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
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Equity compensation plans approved by security holders |
24,000 | $71.58 | 131,230 | |||
Equity compensation plans not approved by security holders |
- | - | - | |||
Total at March 31, 2020 | 24,000 | $71.58 | 131,230 |
Name of Beneficial Owner |
Number of Shares Beneficially Owned(1) |
Percentage of Common Stock Outstanding |
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Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067 |
647,864 |
(2) | 13.4 | % | |
Mairs and Power, Inc. 332 Minnesota St. W-1520, St. Paul, MN 55101 |
440,358 | (3) | 9.1 | % | |
BlackRock Inc. 55 East 52nd Street, New York, NY 10055 |
344,968 |
(4) | 7.1 | % | |
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 |
280,039 | (5) | 5.8 | % | |
Daniel A. Baker | 81,186 | 1.7 | % | ||
Curt A. Reynders | 2,871 | * | |||
Peter G. Eames | - | * | |||
Patricia M. Hollister | 8,040 | (6) | * | ||
Terrence W. Glarner | 6,200 | (7) | * | ||
Richard W. Kramp | 6,000 | (8) | * | ||
Gary R. Maharaj | 6,000 | (8) | * | ||
All directors and named executive officers as a group (seven persons) | 110,297 | 2.3 | % |
*Less than 1% |
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(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 15, 2020. According to that Schedule, Kayne Anderson Rudnick Investment
Management, LLC (KAR) had no voting authority for 10,812 shares. According
to a Schedule 13G/A filed by Virtus Investment Advisers, Inc. with the SEC
February 13, 2020, as of December 31, 2019 KAR beneficially owned 642,803
shares; Virtus Investment Advisers, Inc., 532,375 shares; and Virtus Equity Trust
on behalf of Virtus KAR Small Cap Growth Fund, 483,690 shares. That filing also
reported shared voting and investment powers of KAR, 532,375 shares; Virtus Investment
Advisers, Inc., 532,375 shares; and Virtus Equity Trust on behalf of Virtus KAR
Small Cap Growth Fund, 483,690 shares. |
(3) | Based on information contained in Schedule 13F filed with the SEC
on May 15, 2020. According to that Schedule, Mairs and Power, Inc.
had no voting authority for 51,282 shares. |
(4) | Based on information contained in Schedule 13F filed with the SEC on
May 1, 2020, which included BlackRock Inc. and a number of subsidiaries.
According to the Schedule, BlackRock Inc. had no voting authority for a total
of 4,985 shares. |
(5) | Based on information contained in Schedule 13F filed with the SEC on
May 15, 2020. According to the Schedule, The Vanguard Group had no voting
authority for 269,926 shares. |
(6) | Includes 7,000 shares issuable on the exercise of options that are currently
exercisable. |
(7) | Includes 5,000 shares issuable on the exercise of options that are currently
exercisable. |
(8) | Consists solely of shares issuable on 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 the audit committee requests concerning the proposed transaction. |
Board of Directors
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Terrence W.
Glarner |
Daniel A.
Baker |
Patricia M.
Hollister |
Richard W.
Kramp |
Gary R.
Maharaj |
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Skills and Experience | |||||
Director experience
at other publicly-traded companies |
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Senior executive experience
(e.g., CEO or CFO) at a publicly traded company |
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Experience in electronics
or semiconductor industries |
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Experience in the medical device
industry
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Financial expert
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Experience aligning compensation
with strategy and performance |
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Independent of Management
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Demographic Background | |||||
Board Tenure
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21 years
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19 years
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16 years
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6 years
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6 years
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Age
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77
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62
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60
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74
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56
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Educational Background
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English;
Law |
Engineering;
Business |
Accounting
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Engineering
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Physics;
Engineering; Business |
Enhances the diversity of the
Board
(e.g., gender, race, ethnicity, and culture) |
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Terrence W.
Glarner |
Daniel A.
Baker |
Patricia M.
Hollister |
Richard W.
Kramp |
Gary R.
Maharaj |
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Audit Committee |
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Compensation Committee |
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Nominating/Corporate Governance |
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Patricia M. Hollister | Terrence W. Glarner | Gary R. Maharaj |
Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($)* |
All Other Compensation ($) |
Total ($) | ||||||
Terrence W. Glarner | 11,000 | - | 12,090 | - | 23,090 | ||||||
Patricia M. Hollister | 10,500 | - | 12,090 | - | 22,590 | ||||||
Richard W. Kramp | 10,000 | - | 12,090 | - | 22,090 | ||||||
Gary R. Maharaj | 10,000 | - | 12,090 | - | 22,090 |
* | Grant date fair value of option awards are determined using the Black-Scholes standard option pricing model with the assumptions discussed in Note 5 to the Financial Statements in our Annual Report on Form 10-K for the year ended March 31, 2020. As of March 31, 2020, the named directors held options, all of which were exercisable, to purchase the following numbers of shares: Mr. Glarner, 5,000; Ms. Hollister, 7,000; Mr. Kramp, 6,000; and Mr. Maharaj, 6,000. |
RESOLVED, that the compensation paid to the companys named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables, and narrative discussion is hereby APPROVED. |
What We Do | What We Dont Do | |
Compensation is aligned with performance. Although our CEO and CFO total compensation is not directly based on the performance of our Common Stock, it is linked to growth and profitability, which we expect to drive shareholder value. Our CEO and CFO have significant exposure to our stock price. Although they are not required to do so, both our CEO and CFO have significant holdings of company stock. As of March 31, 2020, Mr. Baker held company stock with a market value of 12 times his fiscal 2020 salary, and Mr. Reynders held a value of 0.7 times his salary. |
We dont overpay. Our Compensation Committee believes it would be difficult to achieve performance that would result in CEO compensation comparable to public companies with comparable revenues or market capitalization. We dont unduly dilute our shareholders. We have a low stock option burn rate and overhang, and none of our NEOs have been granted stock options in the past three years. We dont have executive perks. Our NEOs have not received any significant benefits or perquisites other than those offered to all employees. Our NEOs receive no pension benefits, nonqualified deferred compensation, or other post-employment potential payments. We dont provide golden parachutes. Like all our employees, our NEOs are employees at will and dont have change of control or severance agreements. |
Name
and Principal Position |
Fiscal Year Ended March 31 |
Salary ($) |
Bonus ($) |
Option Awards ($) |
Non-equity
Incentive Plan Compensation($)(1) |
All Other Compensation ($)(2) |
Total ($) |
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Daniel A. Baker | 2020 | 358,800 | - | - | 78,075 | 13,080 | 449,955 | |||||||
President and CEO | 2019 | 345,000 | - | - | 39,961 | 12,930 | 397,891 | |||||||
Curt A. Reynders | 2020 | 206,700 | - | - | 15,615 | 11,349 | 233,664 | |||||||
Chief Financial Officer | 2019 | 195,000 | - | - | 15,984 | 11,010 | 221,994 | |||||||
Peter G. Eames | 2020 | 182,320 | - | - | - | 10,147 | 192,467 | |||||||
Vice President, Advanced Technology | 2019 | 172,000 | - | - | - | * | 172,000 |
*Less than $10,000 |
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(1) | Paid based on performance achieved during the fiscal year under plans approved
by our Compensation Committee at the beginning of the fiscal years. |
(2) | Includes contributions made to 401(k) savings plans and Health Savings Accounts on behalf of NEOs, and life and long-term disability insurance premiums paid on behalf of NEOs. NEOs participate in these benefit programs under the same terms as all other employees. |
By Order of the Board of Directors | |
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June 22, 2020 |
1. | Elect five directors. | |||||
01 | Terrence W. Glarner | 03 | Patricia M. Hollister | 05 | Gary R. Maharaj | |
02 | Daniel A. Baker | 04 | Richard W. Kramp | |||
[ ] | Vote FOR all nominees (except as marked) |
[ ] | Vote WITHHELD from all nominees |
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Instructions: To withhold authority to vote for any nominee, strike a line through the name(s). |
2. | Advisory approval of named executive officer compensation. | |||
[ ] FOR | [ ] AGAINST | [ ] ABSTAIN | ||
3. | Ratify the selection of Boulay PLLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021. | |||
[ ] FOR | [ ] AGAINST | [ ] ABSTAIN | ||
(please sign on the other side) |