NVE (NVEC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 6, 2026, to elect directors, approve executive compensation, and ratify the auditor.

• Proxy materials, shareholder letter, and annual report are available online.

• Shareholders of record as of June 12, 2026, are eligible to vote; 4,837,166 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, an advisory resolution on executive compensation, and ratification of Boulay PLLP as auditor.

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

• Proposals must comply with SEC rules and be submitted by specified deadlines for future meetings.

Board of directors and corporate governance

• Board to expand from five to seven members, with two new nominees: Dr. Eames (incoming CEO) and Ms. Valentine.

• Board skills include experience in electronics, medical devices, M&A, cybersecurity, AI, and diversity.

• Board and committees are majority independent; separate Chairman and CEO roles maintained.

• Annual board self-evaluations and robust refreshment mechanisms in place.

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