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 3, 2017



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))

 

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.  [   ] 

 



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



     Our 2017 Annual Meeting of Shareholders was held
August 3, 2017 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 Grant Thornton LLP as our independent registered public
accounting firm for the fiscal year ending March 31, 2018.



     Proxies for the meeting were solicited pursuant
to Section 14(a) of the Exchange Act. All of our directors  attended
the meeting. There were 4,841,010 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.



     Final voting results were as follows:






 
Number
of Shares


Voted For


Withheld


  Abstain  


1. 
Elect five
directors:
   




     Terrence W.
Glarner

 3,596,998



 52,606



 40



      Daniel A.
Baker

 3,632,958



 16,646



 40



     Patricia M.
Hollister

 3,630,917



 18,687



 40



     Richard
W. Kramp

 3,616,031



 33,573



 40



     Gary
R. Maharaj

 3,619,246



 30,358



 40



 


Voted
For


Voted Against


Abstain


2.
Advisory approval of named executive officer compensation.


 3,608,023



 15,217



 26,401





 


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.
   

 3,225,445


 32,640


 382,620


 8,936





 


Voted For


Voted Against


  Abstain  


4.
Ratify
the selection of Grant Thornton LLP as our independent registered public
accounting firm for the fiscal year ending March 31, 2018.
   

 4,366,254



 8,223



 7,096


 

     Based on the results, each director nominee was
reelected, named executive officer compensation was approved, 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.

 

     After considering the shareholder vote on
Proposal 3, and consistent with its own recommendation, our
Board of Directors determined to continue to provide our shareholders
with an annual advisory vote to approve the compensation of
the named executive officer compensation until the next vote
on the frequency of such advisory votes.

 

 

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
4, 2017  
NVE CORPORATION

(Registrant)



 /s/ CURT A. REYNDERS

Curt A. Reynders

Chief Financial Officer

 
 
 
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