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):
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
The |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 3, 2023, our Board of Directors amended our bylaws to clarify that, as stated in our recent proxy statements on Schedule 14A, in uncontested elections, our Directors are elected by a majority vote of the votes cast by the shareholders entitled to vote rather than a plurality, if majority voting for directors is permitted by the Minnesota Business Corporation Act. We believe majority voting for directors is a good governance practice.
We also replaced anachronistic gender-specific language.
The amended Bylaws are furnished as Exhibit 3 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Our 2023 Annual Meeting of Shareholders was held August 3, 2023, for the following purposes: (1) elect five directors; (2) advisory approval of named executive officer compensation; (3) advisory vote on the frequency of votes on executive compensation; and (4) ratify the selection of Boulay PLLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024.
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 4,833,401 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, for Proposals 2 and 4, and one year for Proposal 3. There was no solicitation in opposition.
Abstentions for Proposals 1, 2, and 3 did not affect the results. Abstentions for Proposal 4 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 |
| 2,436,182 |
|
|
| 452,886 |
|
|
| - | |
| Daniel A. Baker |
| 2,753,976 |
|
|
| 135,092 |
|
|
| - | |
| Patricia M. Hollister |
| 2,608,517 |
|
|
| 280,551 |
|
|
| - | |
| Richard W. Kramp |
| 2,670,818 |
|
|
| 218,250 |
|
|
| - | |
| James W. Bracke |
| 2,702,815 |
|
|
| 186,253 |
|
|
| - | |
|
| |||||||||||
Voted For |
|
| Voted Against |
|
| Abstain | ||||||
2. | Advisory approval of named executive officer compensation. |
| 2,747,800 |
|
| 91,382 |
|
| 49,884 | |||
| 1 Year |
| 2 Years |
| 3 Years |
| Abstain | ||||||||
3. | Advisory vote on the frequency of votes on executive compensation. |
| 2,745,463 |
| 9,191 |
| 122,479 |
| 11,931 | ||||||
| Voted For |
|
| Voted Against |
|
| Abstain | ||
4. | Ratify the selection of Boulay PLLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024. |
| 3,635,666 |
|
| 8,075 |
|
| 12,893 |
Based on the results, each director was reelected, named executive officer compensation was approved, shareholders voted in favor of annual say-on-pay votes, and the selection of our independent registered public accounting firm was ratified.
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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 7, 2023 | NVE CORPORATION
/s/ DANIEL A.BAKER |
|
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INDEX TO EXHIBITS
Exhibit # | Description |
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3 | |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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