UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
 FORM
8-K
CURRENT REPORT

Pursuant to
Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  August 15, 2011



NVE Corporation

(Exact name of registrant as specified in its charter)


 



Minnesota
000-12196

41-1424202


(State
or other jurisdiction of incorporation)
(Commission File Number) 
(IRS Employer Identification No.)







11409 Valley View Road, Eden Prairie,
Minnesota
55344


(Address
of principal executive offices)
(Zip Code)


 Registrant’s telephone
number, including area code (952) 829-9217


                                                                                                                                

(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):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07. Submission of Matters to a Vote of Security Holders



     Our Annual Meeting of Shareholders was held August 15, 2011. Proxies for the meeting were solicited pursuant to
Section 14(a) of the Exchange Act. All of our directors attended the meeting.



     The Annual Meeting was held for the
following purposes: (1) to elect five directors to serve until the next Annual Meeting of Shareholders; (2) to approve named executive officer compensation as disclosed in our Proxy Statement; (3) to vote on a non-binding proposal regarding the frequency of the vote on our executive compensation program; and (4) to ratify the
selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31,
2012.



     There were 4,776,198 shares of common stock entitled to vote at the meeting with a majority represented at the
meeting. The Board of Directors recommended a vote for each of the Director nominees, for Proposal 2, one year for Proposal 3, and for Proposal 4. There was no solicitation in opposition.
The affirmative vote of a plurality of the voting power was required for Proposal 1; a majority of the voting power was required to approve Proposals 2 and 4.



     Final voting results were as follows:






 
Number of Shares


Voted For


Withheld





  Abstain  


1. 
To elect five directors to serve until the next Annual Meeting of Shareholders.
   




     Terrence W. Glarner

2,759,081



13,790







1,100




     Daniel A. Baker

2,760,548



12,323







1,100



     James D. Hartman

2,762,167



10,704







1,100




     Patricia M. Hollister

2,762,567



10,304







1,100




     Robert H. Irish

2,755,176



17,695







1,100



 


Voted For


Voted Against






Abstain


2.
To approve named executive officer compensation as disclosed in our Proxy Statement.


2,723,504



32,871







17,596



 


1 Year


2 Years


  3 Years  


Abstain


3.
To vote on a non-binding proposal regarding the frequency of the vote on our executive compensation program.


2,450,293



8,084



301,491



14,104



 


Voted For


Voted Against






Abstain


4.

To ratify the selection of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending March 31, 2012.


4,035,179



55,798







3,033



 

     Based on the results, each director nominee was reelected, named executive officer compensation was approved,
the result of the vote on the frequency of the vote on our executive compensation program was one year, and the
selection of our independent registered public accounting firm was ratified.





2




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 16, 2011


NVE CORPORATION

(Registrant)



 /s/ CURT A. REYNDERS

Curt A. Reynders

Chief Financial Officer and Secretary

 
 
 
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