NVE (NVEC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 1, 2024, with proxy materials available online and by mail.

• Shareholders will vote on the election of five directors, an advisory say-on-pay resolution, and the ratification of the external auditor.

• Only shareholders of record as of June 7, 2024, are eligible to vote, with 4,833,676 shares outstanding.

Voting matters and shareholder proposals

• Proposals include electing five directors, approving executive compensation, and ratifying Boulay PLLP as auditor.

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

• Shareholders may communicate with the board and submit future proposals under specified guidelines.

Board of directors and corporate governance

• The board consists of five directors, with a mix of industry, financial, and technical expertise, and two diverse members as defined by Nasdaq.

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

• Annual board self-evaluations and refreshment processes are in place, with recent focus on engineering expertise and diversity.

• The board separates the roles of CEO and Chairman to enhance independence.