[NVE CORPORATION LOGO]
NVE Corporation
11409 Valley View Road
Eden Prairie, Minnesota 55344
NOTICE AND PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 7, 2003
To our shareholders:
The Annual Meeting of Shareholders of NVE Corporation (the "Company") will be
held at our headquarters, 11409 Valley View Road, Eden Prairie, Minnesota
55344, on Thursday, August 7, 2003 at 3:30 p.m. Central Daylight Time, for the
following purposes:
1. To elect five directors to serve until the next Annual Meeting of
Shareholders.
2. To consider and act on such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
Our Board of Directors has fixed the close of business on May 30, 2003 as the
record date for the determination of shareholders entitled to receive notice of
and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors
/s/ Richard L. George
Richard L. George
Secretary
June 27, 2003
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES.
[NVE CORPORATION LOGO]
NVE Corporation
11409 Valley View Road
Eden Prairie, Minnesota 55344
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, AUGUST 7, 2003
This Proxy Statement is furnished to shareholders of NVE Corporation, a
Minnesota corporation ("NVE" or the "Company"), in connection with the
solicitation of proxies by our Board of Directors for use at the annual meeting
of shareholders to be held on Thursday, August 7, 2003 at 3:30 p.m. local time
at our headquarters, 11409 Valley View Road, Eden Prairie, Minnesota 55344, and
at any adjournment thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. This Proxy Statement and the
accompanying form of Proxy were first mailed to our shareholders on or about
June 27, 2003.
SOLICITATION AND REVOCABILITY OF PROXIES
We will pay the costs and expenses of solicitation of proxies. In addition
to the use of the mails, proxies may be solicited by our directors, officers
and regular employees personally or by telephone, but these people will not be
specifically compensated for those services.
Proxies in the form enclosed are solicited on behalf of the Board of
Directors. Any shareholder giving a proxy in such form may revoke it either by
submitting a new proxy card or by completing a ballot at the meeting at any
time before it is exercised. Such proxies, if received in time for voting and
not revoked, will be voted at the annual meeting in accordance with the
specification indicated thereon. If no specification is indicated on a proxy,
such proxy will be voted in favor of Proposal 1 described herein.
VOTING SECURITIES AND RIGHTS
Only shareholders of record at the close of business on May 30, 2003 are
entitled to execute proxies or to vote at the annual meeting. As of that date
there were outstanding 4,174,778 shares of our common stock, $.01 par value per
share (the "Common Stock"). Each holder of Common Stock is entitled to one vote
for each share held with respect to the matters mentioned in the foregoing
Notice of Annual Meeting of Shareholders and any other matters that may
properly come before the meeting. A majority of the outstanding shares entitled
to vote are required to constitute a quorum at the meeting. The affirmative
vote of a majority of the Common Stock present, in person or by proxy, and
entitled to vote at the annual meeting, is required to approve the matters
mentioned in the foregoing Notice of Annual Meeting. Proxies indicating
abstention from a vote and broker non-votes will be counted toward determining
whether a quorum is present at the meeting, but will not be counted toward
determining if a majority of the Common Stock present has voted affirmatively.
OWNERSHIP OF VOTING SECURITIES BY PRINCIPAL HOLDERS AND MANAGEMENT
The following table sets forth certain information as of May 30, 2003
with respect to our Common Stock beneficially owned by each director, by each
person known by us to beneficially own more than five percent of our Common
Stock, based solely upon filings made by such persons under Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act"), by each named executive
officer set forth in the compensation table and by all executive officers and
directors as a group.
NAME ADDRESS SHARES OWNED PERCENT
---- ------- ------------ -------
Norwest Venture Partners 3600 IDS Center 1,515,487(1) 36.3%
Minneapolis, MN 55402
Cypress 3901 North First Street 1,089,849(2) 23.8%
Semiconductor Corporation San Jose, CA 95134
James M. Daughton 18687 Melrose Chase 525,950(3) 12.4%
Eden Prairie, MN 55347
Motorola, Inc. 1303 East Algonquin Rd. 350,000 8.4%
Schaumburg, IL 60196
Daniel A. Baker 11409 Valley View Rd. 105,400(4) 2.5%
Eden Prairie, MN 55344
Richard L. George 5145 Tifton Dr. 103,406 2.5%
Edina, MN 55439
Jay L. Brown 11409 Valley View Rd. 73,335(5) 1.7%
Eden Prairie, MN 55344
John K. Myers 11409 Valley View Rd. 62,804(6) 1.5%
Eden Prairie, MN 55344
Robert H. Irish 17910-39th Place North 15,253(7) *
Plymouth, MN 55446-1318
Terrence W. Glarner 3600 IDS Center 11,600(8) *
Minneapolis, MN 55402
Jeffrey K. Kaszubinski 3901 North First Street 0(9) *
San Jose, CA 95134
All Company directors, officers, and owners of
more than 5% of the stock as a group (12 entities) 3,853,084 79.6%
________
*Less than 1%
(1) Includes shares held by Norwest Equity Partners IV, LLP, and Norwest Equity
Partners V, LLP.
(2) Includes 403,000 shares issuable upon the exercise of warrants for shares
of common stock of the Company that are currently or will become exercisable
within 60 days of May 30, 2003.
(3) Includes shares owned jointly by Dr. Daughton and his spouse. Includes
51,950 shares issuable upon the exercise of options that are currently or will
become exercisable within 60 days of May 30, 2003. Excludes unvested options
to purchase up to 5,650 shares of common stock of the Company.
(4) Includes 105,000 shares issuable upon the exercise of options that are
currently or will become exercisable within 60 days of May 30, 2003. Excludes
unvested options to purchase up to 35,000 shares of common stock of the
Company.
(5) Includes 28,750 shares issuable upon the exercise of options that are
currently or will become exercisable within 60 days of May 30, 2003. Excludes
unvested options to purchase up to 29,250 shares of common stock of the
Company.
(6) Includes 61,200 shares issuable upon the exercise of options that are
currently or will become exercisable within 60 days of May 30, 2003. Excludes
unvested options to purchase up to 47,900 shares of common stock of the
Company.
(7) Includes 6,800 shares issuable upon the exercise of options that are
currently or will become exercisable within 60 days of May 30, 2003.
(8) Includes 11,000 shares issuable upon the exercise of options that are
currently or will become exercisable within 60 days of May 30, 2003. Excludes
shares held by Norwest Equity Partners, for which Mr. Glarner is a consultant.
(9) Excludes shares and warrants held by Cypress Semiconductor Corporation,
Mr. Kaszubinski's employer.
PROPOSAL 1
ELECTION OF BOARD OF DIRECTORS
The Board of Directors has set the number of directors at five. All five
directors are to be elected at the annual meeting to serve until the 2004
annual meeting of shareholders. The Board of Directors has nominated the
following persons for election:
TERRENCE W. GLARNER, DANIEL A. BAKER, JAMES M. DAUGHTON, ROBERT H. IRISH,
AND JEFFREY K. KASZUBINSKI
All of the nominees for election as directors are presently directors of
the Company. The Board of Directors has no reason to believe that any of the
nominees will be unable to serve as a director. The individuals named as
proxies intend to vote for the nominees. If any nominee should be unable to
serve as a director, it is the intention of the individuals named as proxies to
vote for the election of such person or persons as the Board of Directors may,
in its discretion, recommend.
The affirmative vote of a majority of the Common Shares present, in person
or by proxy, and entitled to vote at the annual meeting is required to elect
each director.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Information regarding the persons nominated for election as directors is
as follows:
NOMINEE AND PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
------------------------------------------ ----- ----------------
Terrence W. Glarner 60 1999
President, West Concord Ventures, Inc.
Daniel A. Baker 45 2001
President and Chief Executive Officer
NVE Corporation
James M. Daughton 66 1989
Chief Technical Officer
NVE Corporation
Robert H. Irish 64 1992
Consultant
Jeffrey K. Kaszubinski 48 2002
CEO, Silicon Magnetic Systems,
a Cypress Subsidiary Corporation
Terrence W. Glarner has been a director since August 1999, and Chairman of
the Board since January 2001. Since February 1993, Mr. Glarner has been the
President of West Concord Ventures, Inc. Mr. Glarner also consults with Norwest
Venture Partners, an affiliate of Norwest Growth Fund, Inc. Prior to starting
West Concord Ventures, Mr. Glarner was the President of North Star Ventures,
Inc. from 1988 to February 1993, a firm which he joined in 1976. From 1968 to
1976, Mr. Glarner was a Securities Analyst and Vice President in the Research
Department of Dain Bosworth, Inc. Mr. Glarner has a B.A. in English from the
University of St. Thomas, a J.D. from the University of Minnesota School of Law
and is a Chartered Financial Analyst. Mr. Glarner supervised investments in
approximately 100 small companies during his involvement with North Star
Ventures. Mr. Glarner currently serves as a director of the following publicly-
held companies: Aetrium Inc., CIMA Laboratories Inc., Datakey Inc., and FSI
International Inc. He is also a director of privately-held Oncotech, Inc.
Daniel A. Baker has been a director and the President and Chief Executive
Officer since January 2001. From 1993 until joining the Company, he was
President and CEO of Printware, Inc., a Nasdaq National Market company now
known as Printware LLC, which makes high-speed laser imaging systems. Dr. Baker
has over 25 years of experience in high-tech industries, including executive
positions with Minntech Corporation and Percom Data Corporation. Dr. Baker has
Ph.D. and M.S. degrees in engineering from the University of Minnesota, an
M.B.A. in finance from the University of Minnesota, and a B.S. in engineering
from Case Western Reserve University.
James M. Daughton has been a director since our inception in 1989 and
Chief Technical Officer since January 2001. He served as Chairman of the Board
and Chief Executive Officer from 1991 to January 2001. From 1974 to 1989, Dr.
Daughton held various research and product development positions at Honeywell,
Inc. including Vice President of The Solid State Development Center. From 1964
to 1974, he developed magnetic and semiconductor memory devices at IBM
Corporation. Dr. Daughton holds a doctorate in electrical engineering from Iowa
State University and is an adjunct professor of physics at the University of
Minnesota.
Robert H. Irish has been a director since 1992. Mr. Irish has been a
consultant since 1999. From 1994 to 1999 held various sales and sales
management positions at Compuware and Prodea Software. From 1988 to 1994, Mr.
Irish acted as a consultant and co-investor with Norwest Venture Capital. From
1981 to 1988, he was the Executive Vice President of Centron DPL, responsible
for technical marketing, product marketing and research and development. Mr.
Irish worked at IBM in management, sales and systems from 1966 to 1981. Mr.
Irish attended Rensselaer Polytechnic Institute and received a B.S. in Physics
from Syracuse University in 1965.
Jeffrey K. Kaszubinski has been a director since July 2002. Mr.
Kaszubinski is currently President and Chief Executive Officer of Silicon
Magnetic Systems, a Cypress subsidiary corporation which is developing MRAM
technology and products. He has worked in the semiconductor memory business for
24 years, the past 15 at Cypress Semiconductor in a variety of executive
positions, including product line management, manufacturing, quality assurance,
and engineering. Prior to joining Cypress, Mr. Kaszubinski worked at Texas
Instruments Inc., where he led the development of ground-breaking nonvolatile
memories. Mr. Kaszubinski received a BSEE degree in 1978 from the University of
New Orleans and holds five nonvolatile memory patents.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
Our board of directors met five times in the year ended March 31, 2003
("Fiscal 2003"). All Directors attended all of the meetings of the Board of
Directors and meetings of the committees on which they served.
Our board of directors has standing audit and compensation committees.
Both committees consist of Messrs. Glarner, Irish, and Kaszubinski. The Board
of Directors has determined that Messrs. Glarner and Irish are independent as
defined by Rule 4200(a)(15) of the National Association of Securities Dealers'
listing standards. Mr. Kaszubinski is not considered independent because he is
employed by Cypress, which holds a significant equity position in the Company.
The Audit Committee met four times in Fiscal 2003. The Audit Committee
acts under a written charter. The Report of the Audit Committee, including a
description of the functions of the committee, is included as an exhibit to
this Proxy Statement.
The Compensation Committee reviews and recommends to the board of
directors the compensation guidelines for executive officers and other key
personnel and the composition and levels of participation in incentive
compensation and fringe benefits for all employees. In addition, the committee
oversees administration of our 2000 Stock Option Plan as amended. No member of
the Compensation Committee is or has been an officer of NVE. The Compensation
Committee met once in Fiscal 2003.
We have no compensation committee interlocks-that is, none of our officers
serves as a director or a compensation committee member of a company that has
an officer or former officer serving on our board of directors or compensation
committee.
COMPENSATION OF OUR DIRECTORS
Directors receive no cash compensation for their service on our board of
directors. Non-employee directors automatically receive a nonqualified option
to purchase 6,000 shares upon initial election and 2,000 on each reelection to
the board of directors. Mr. Irish is affiliated with a consulting company which
received $15,207 for services provided to us in Fiscal 2002, but he received no
direct or indirect cash compensation from us in Fiscal 2003.
LIMITATION OF OUR DIRECTOR'S LIABILITY
Our bylaws provide that we indemnify our officers, directors and employees
in accordance with, and to the fullest extent permitted by, the provisions of
the Minnesota Business Corporation Act, as it may be amended from time to time.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
Minnesota business corporation may indemnify any director, officer, employee or
other representative of the corporation made or threatened to be made a party
to a proceeding, by reason of the former or present official capacity (as
defined) of the person, against judgments, penalties, fines, settlements and
reasonable expenses incurred by the person in connection with the proceeding if
certain statutory standards are met. "Proceeding" means a threatened, pending
or completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that
in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
EXECUTIVE COMPENSATION
The following table indicates the compensation paid in each of the past three
fiscal years to our Chief Executive Officer and each of the next most highly
compensated executive officers whose total annual salary and bonus for Fiscal
2003 exceeded $100,000 ("Named Executive Officers"):
ANNUAL COMPENSATION
--------------------------------------
FISCAL YEAR OTHER ANNUAL
ENDED COMPEN-
NAME AND TITLE MARCH 31 SALARY BONUS SATION(1)
-------------- ----------- --------- -------- ------------
Daniel A. Baker(2) 2003 $175,000 $25,000 -
President and CEO 2002 $175,000 $25,000 -
2001 $31,186 $0 -
James M. Daughton(3) 2003 $120,000 $20,000 -
Chief Technical Officer 2002 $120,000 $80,000 -
2001 $150,000 $0 -
John K. Myers 2003 $115,577 $3,136 -
Vice President, 2002 $111,883 $12,500 -
Development 2001 $107,600 $0 -
Jay L. Brown 2003 $106,462 $15,332 -
Vice President, 2002 $102,333 $12,500 -
Sensor Business Unit 2001 $94,215 $0 -
________
(1) The total dollar value of all perquisites and other personal
benefits was less than 10% of the total annual salary and bonus
reported for each named executive officer in each of the past three
fiscal years.
(2) Dr. Baker joined the Company as President and CEO in January, 2001.
(3) Dr. Daughton was Chairman and CEO until assuming the position
of Chief Technical Officer in January, 2001.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes Common Stock that may be issued as of March
31, 2003 on the exercise of options under our 2000 Stock Option Plan as Amended
July 19, 2001. The Plan as Amended was approved by our shareholders.
NUMBER OF
SECURITIES
REMAINING
NUMBER OF AVAILABLE FOR
SECURITIES TO FUTURE ISSUANCE
BE ISSUED UNDER EQUITY
UPON COMPENSATION
EXERCISE OF WEIGHTED-AVERAGE PLANS
OUTSTANDING EXERCISE PRICE OF (EXCLUDING
OPTIONS, OUTSTANDING SECURITIES
WARRANTS AND OPTIONS, WARRANTS REFLECTED IN
RIGHTS AND RIGHTS COLUMN (A))
PLAN CATEGORY (A) (B) (C)
-------------------------------------------------------------------------------
Equity compensation plans
approved by security holders 561,570 $ 4.36 362,030
Equity compensation plans not
approved by security holders -
-----------------------------------------------
Total at March 31, 2003 561,570 $ 4.36 362,030
===============================================
OPTION GRANTS DURING FISCAL YEAR 2003
The following table lists all grants of stock options to Named Executive
Officers during the last fiscal year:
PERCENT OF TOTAL
NUMBER OF SECURITIES OPTIONS GRANTED
UNDERLYING OPTIONS TO EMPLOYEES IN FISCAL EXERCISE OR EXPIRATION
NAME GRANTED (#) YEAR BASE PRICE DATE
-------------- -------------------- ---------------------- ----------- ----------
Daniel A. Baker 0 0% N/A N/A
James M. Daughton 0 0% N/A N/A
John K. Myers 40,000 44% $10.01 4/12/12
Jay L. Brown 30,000 33% $10.01 4/12/12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table indicates the exercise of stock options during the
last completed fiscal year by Named Executive Officers:
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY OPTIONS
NUMBER OF UNEXERCISED OPTIONS HELD AT
SHARES HELD AT MARCH 31, MARCH 31, 2002
ACQUIRED ON VALUE 2002 (EXERCISABLE/ (EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE) UNEXERCISABLE)(1)
-----------------------------------------------------------------------------------------
Daniel A. Baker - - 105,000 / 35,000 $44,310 / $14,770
James M. Daughton - - 35,400 / 24,850 $187,924 / $125,207
John K. Myers - - 46,375 / 23,625 $284,882 / $145,128
Jay L. Brown - - 9,450 / 18,550 $58,051 / $113,953
________
(1) Based on the closing bid price of the Company's Common Stock at
March 31, 2003 of $7.00 per share less the exercise price of the options.
EMPLOYMENT AGREEMENT
We have an employment agreement with Daniel A. Baker which set his initial
salary and contains non-competition, confidentiality and assignment of
invention provisions benefiting the Company. The agreement may be terminated by
either Dr. Baker or us upon thirty days written notice. In addition, we may
terminate Dr. Baker's employment for cause or upon his death or incapacity.
MANAGEMENT BONUS PROGRAM
We have an incentive compensation plans to provide an opportunity for
executive officers and senior management to receive cash bonuses based on
individual and company performance. Bonuses (if any) will be given at the
discretion of the Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than ten percent of a registered class of
our equity securities, to file with the SEC initial reports of ownership and
changes in ownership of Common Shares and other equity securities of the
Company. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish us with all Section 16(a) forms they
file.
To our knowledge, based solely on review of the copies of such reports
furnished to us and representations that no other reports were required, all
required Section 16(a) filings applicable to officers, directors and greater
than ten percent shareholders in Fiscal 2003 were timely filed.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
Unless we receive instruction to the contrary from one or more of the
shareholders, we will deliver only one annual report and proxy statement to
multiple shareholders sharing an address. Upon written or oral request, we will
promptly deliver a separate copy of the annual report or proxy statement to a
shareholder at a shared address to which a single copy of the documents was
delivered. Shareholders who wish to receive separate copies of our documents
can contact Richard L. George, our Secretary, at telephone number (952) 829-
9217 or by mail to the address on the cover of this Proxy Statement. You can
also request delivery of single copies of our documents if you are receiving
multiple copies.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at our next annual
meeting of shareholders must be received by our Secretary at our executive
offices in Eden Prairie, Minnesota, no later than February 15, 2004 for
inclusion in our proxy statement and proxy relating to that meeting. Upon
receipt of any such proposal, we will determine whether or not to include such
proposal in our proxy statement and proxy in accordance with regulations
governing the solicitation of proxies.
MISCELLANEOUS
Our Board of Directors is not aware that any matter other than those
described in the Notice of Annual Meeting of Shareholders to which this Proxy
Statement is appended will be presented for action at the meeting. If, however,
other matters do properly come before the meeting, it is the intention of the
persons named in the proxy to vote the proxied shares in accordance with their
best judgment on those matters.
It is important that proxies be returned promptly with instructions as to
voting. If you do not expect to attend the meeting in person, please mark,
sign, date and send in the proxies by return mail.
By Order of the Board of Directors
June 27, 2003
EXHIBIT A
AUDIT COMMITTEE REPORT
May 16, 2003
The Audit Committee reviews our financial reporting process on behalf of the
Board of Directors, and acts under a written charter. A copy of the Audit
Committee's charter was most recently published in the proxy statement for our
2001 Annual Shareholders' Meeting. During the past year, the Sarbanes-Oxley Act
of 2002 added a number of provisions to federal law to strengthen the authority
and responsibility of audit committees. Related rules concerning audit
committee structure, membership, authority, and responsibility have been
proposed by The NASDAQ Stock Market, and will be applicable to us if and when
they are adopted. Those rules may require us to change the membership of our
committee.
Management has the primary responsibility for the financial statements and the
reporting process. Our independent auditors are responsible for expressing an
opinion on the conformity of our audited financial statements to generally
accepted accounting principles.
In this context, the Audit Committee has reviewed and discussed with management
and the independent auditors the audited financial statements. The Audit
Committee has discussed with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 90 (Audit Committee
Communications). In addition, the Audit Committee has received from the
independent auditors the written disclosures required by Independence Standards
Board No. 1 (independence discussions with Audit Committees) and discussed with
them their independence from the Company and its management. The Audit
Committee has also considered whether the independent auditors' provision of
other non-audit services to us is compatible with the auditors' independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in our Annual Report on SEC
Form 10-KSB for the year ended March 31, 2003, for filing with the Securities
and Exchange Commission.
FEES BILLED TO COMPANY BY ERNST & YOUNG, LLP DURING FISCAL 2003:
Audit Fees
We incurred total fees of $27,000 relating to the audit of the March 31, 2003
financial statements, review of the financial statements included in our Fiscal
2003 quarterly reports on Form 10-QSB and other matters directly relating to
the Fiscal 2003 audit and the filing of our report on Form 10-KSB for the year
ended March 31, 2003.
All Other Fees
Fees billed to us by Ernst & Young, LLP and associated entities during Fiscal
2003 for all other non-audit services rendered to us, including tax related
services, totaled $10,850.
AUDIT COMMITTEE MEMBERS
Terrence W. Glarner
Robert H. Irish
Jeffrey K. Kaszubinski
[NVE CORPORATION LOGO]
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard L. George and Daniel A. Baker, or
either of them, the attorneys and proxies of the undersigned, with full power
of substitution, to attend the annual meeting of shareholders of NVE
Corporation, a Minnesota corporation (hereinafter called the "Company"), to be
held on Thursday, August 7, 2003 at 3:30 p.m., local time, at the Company's
headquarters, 11409 Valley View Road, Eden Prairie, Minnesota 55344, and any
adjournment thereof, and thereat to vote the undersigned's shares in the
Company.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
SEE REVERSE FOR VOTING INSTRUCTIONS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
1. Election of directors: To elect the management slate of directors.
01 Terrence W. Glarner 03 James M. Daughton 05 Jeffrey K. Kaszubinski
02 Daniel A. Baker 04 Robert H. Irish
[ ] Vote FOR all nominees (except as marked) [ ] Vote WITHHELD from all nominees
Instructions: To withhold authority to vote for any nominee, strike a line
through the name(s).
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
The undersigned hereby acknowledges receipt of Notice of said Annual Meeting
and the accompanying Proxy Statement, each dated June 27, 2003.
Date __________________________________
Signature(s) in Box
___________________________________________
| |
| |
|___________________________________________|
Please sign exactly as name appears on the label. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.