Nve Corp

1. 1

   Election of Board of Directors

   ManagementBoard: FOR

   Elect seven directors to serve until the 2027 Annual Meeting: Daniel A. Baker, Peter G. Eames, Terrence W. Glarner, Patricia M. Hollister, James W. Bracke, Kelly Wei, and Carolyn W. Valentine.

2. 2

   Advisory Resolution Regarding Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding, advisory vote approving the company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including tables and narrative discussion. Management is seeking shareholder approval as a measure of shareholder support for its pay practices and to provide feedback that the Compensation Committee will consider when setting future NEO compensation. The company’s disclosed compensation framework emphasizes alignment with performance—base salary, performance-based incentives tied to income from operations, modest stock option grants, and limited perks—designed to reward growth and profitability while limiting dilution and excessive pay. The proposal is advisory and will not bind the Board, but the Compensation Committee treats the result as important guidance, noting strong prior shareholder support (97% approval in 2025) as evidence of alignment with shareholders. Company-specific context includes a pay-for-performance link where incentives are based on income from operations (capturing revenue and cost control), no change-in-control severance arrangements, and limited equity awards, which the Board points to as prudent governance practices. Management’s recommendation to vote FOR is justified by the Compensation Committee as consistent with compensation philosophy and with demonstrated shareholder support historically. For analysts evaluating governance risk, the advisory vote is an indicator of shareholder sentiment but does not create contractual entitlements; a negative vote would prompt the Committee to engage with shareholders and potentially adjust plan design. The Board’s stated rationale balances retaining and motivating executives with shareholder protection against excessive pay, and it will consider the advisory result when making future compensation decisions.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Boulay PLLP as the company’s independent registered public accounting firm to audit fiscal 2027 financial statements.

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When is the Nve Corp 2026 annual meeting?

Nve Corp (NVEC) holds its 2026 annual shareholder meeting on Thursday, August 6, 2026.

What is the record date for the Nve Corp 2026 meeting?

The record date for the Nve Corp 2026 meeting is Friday, June 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Nve Corp's 2026 meeting?

The board is presenting 7 director nominees at the Nve Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Nve Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Nve Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.