NVEC NVE Corporation

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)  May 13, 2024

NVE Corporation
(Exact name of registrant as specified in its charter)

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.  ☐
 
Securities registered pursuant to Section 12(b) of the Act:

Item  5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Director Richard W. Kramp passed away on May 2, 2024. We mourn his passing and appreciate his contributions to NVE the past ten years.

On the recommendation of the Nominating and Corporate Governance Committee and as permitted under the Corporation’s bylaws, the NVE Board of Directors elected Kelly Wei, Ph.D. to join the Board effective May 13, 2024. Dr. Wei will serve Mr. Kramp’s unexpired term, which ends at the Company’s 2024 annual shareholders’ meeting. The Board expects to nominate Dr. Wei for a full term at that shareholders’ meeting. Dr. Wei was also appointed to serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

The Board determined that Dr. Wei is independent under NASDAQ Listing Rule 5605(a)(2) and applicable SEC regulations. As an independent, non-employee director, Dr. Wei will receive cash and stock-based compensation in accordance with our policies. She will benefit from indemnification and limitations on director liability under our Articles of Incorporation and Minnesota Statutes.

Dr. Wei is not a party to any transaction with the company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Wei and any other persons pursuant to which she was elected as a director.

Item 7.01. Regulation FD Disclosure.

Copies of press releases announcing Mr. Kramp’s death and Dr. Wei’s election are attached as exhibits to this Current Report on Form 8-K.

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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.
 

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INDEX TO EXHIBITS

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NVE Corporation Announces Death of Board Member Richard W. Kramp

EDEN PRAIRIE, Minn.—May 6, 2024—NVE Corporation (Nasdaq: NVEC) announced with sadness that Richard W. Kramp, a member of the Company’s Board of Directors, passed away after an illness. Mr. Kramp was first elected to NVE’s Board in 2014 after a long and distinguished career in the medical device industry. Most recently, he was CEO of Synovis Life Technologies, Inc., a diversified medical device company, from 2007 to 2012.

“Rich has been a valuable member of our Board of Directors for the past ten years, and we are grateful for his insights, counsel, and dedication to NVE and its shareholders,” said NVE President and Chief Executive Officer Daniel A. Baker, Ph.D. “He will be missed. We extend our deepest condolences to his family.”

NVE is a leader in the practical commercialization of spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information. The company manufactures high-performance spintronic products including sensors and couplers that are used to acquire and transmit data.

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Dr. Kelly Wei Joins NVE Corporation’s Board of Directors

EDEN PRAIRIE, Minn.—May 13, 2024—NVE Corporation (Nasdaq: NVEC) announced today that its Board of Directors elected Kelly Wei, Ph.D. to join the Board, effective today, filling the unexpired term of Richard W. Kramp, who passed away recently. Dr. Wei will also serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

Mr. Kramp’s unexpired term ends at NVE’s 2024 annual shareholders’ meeting. The Board expects to nominate Dr. Wei for a full term at that shareholders’ meeting.

“We are pleased to welcome Dr. Kelly Wei to our Board,” said NVE President and Chief Executive Officer Daniel A. Baker, Ph.D. “Her strong management, technical, and medical device experience, and her engineering and medical education make her exceptionally qualified to serve as a director.”

Dr. Wei is Vice President of Corporate Strategy at Medtronic plc. She has held various scientific, engineering, management, and senior management positions at Medtronic since 2007. Dr. Wei started her career as a senior research scientist in cardiac rhythm and disease management at Boston Scientific Corporation in 2004. She has been a member of the Board of Trustees of the Williams Syndrome Association since 2021, and a member of the Board of Directors of Abova, Inc. since February 2024. Abova is a privately-held oral and overall health, technology and science-driven company. She is also a certified executive coach. Dr. Wei has a Ph.D. in Electrical Engineering and an M.S. in Computer Engineering from Rensselaer Polytechnic Institute, an M.S. in Integrative Biology and Physiology from the University of Minnesota Medical School, and a B.S. in Electrical Engineering from Huazhong University of Science and Technology.

NVE is a leader in the practical commercialization of spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information. The company manufactures high-performance spintronic products including sensors and couplers that are used to acquire and transmit data.

Statements used in this press release that relate to future plans, events, financial results, or performance are forward-looking statements that are subject to certain risks and uncertainties including the risk factors listed from time to time in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.
 

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