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 9, 2012



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 9, 2012. 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; and (3) to ratify the
selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31,
2013.



     There were 4,824,745 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, and for Proposals 2 and 3. 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 3.


     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

3,271,070



14,204



2,100




     Daniel A. Baker

3,272,743



12,531



2,100



     James D. Hartman

3,273,274



12,000



2,100



     Patricia M. Hollister

3,273,146



12,128



2,100



     Robert H. Irish

3,270,745



14,529



2,100



 


Voted For


Voted Against


Abstain


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


3,254,607



18,349



14,418



 


Voted For


Voted Against


Abstain


3.
To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013.


4,325,390



34,047



2,580


 

     Based on the results, each director nominee was reelected, named executive officer compensation was approved, 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 10, 2012

NVE CORPORATION

(Registrant)



 /s/ CURT A. REYNDERS

Curt A. Reynders

Chief Financial Officer and Secretary

 
 
 
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