NVE (NVEC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting of Shareholders is scheduled for August 7, 2025, with proxy materials available online and by mail.

• Shareholders will vote on the election of five directors, an advisory resolution on executive compensation, and the ratification of the independent auditor.

• The company reported strong profitability in fiscal 2025 despite an industry downturn, with $16.0 million in operating income and a 39% total shareholder return over three years.

Voting matters and shareholder proposals

• Shareholders will vote on electing five incumbent directors, approving executive compensation, and ratifying Boulay PLLP as the independent auditor for fiscal 2026.

• No shareholder proposals or nominations were received for this meeting.

• Shareholders of record as of June 13, 2025, are eligible to vote, with each share entitled to one vote.

Board of directors and corporate governance

• The board consists of five directors, including an independent chairman and the CEO, with a focus on diversity, experience, and independence.

• Board committees (Audit, Compensation, Nominating/Corporate Governance) are composed solely of independent directors.

• The board conducts annual self-evaluations and reviews CEO succession planning at least annually.

• Board refreshment is encouraged through evaluation and compensation policies, though no age or term limits are imposed.