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 5, 2014




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



     On May 5, 2014, James D. Hartman and Robert H.
Irish each informed us they had decided not stand for reelection as directors
of NVE Corporation (the “Company”) at our 2014 Annual Meeting of Shareholders
(the “Annual Meeting”). Both will serve as directors until their terms
expire at the Annual Meeting. Their decisions were not the result of any disagreement
with the Company regarding its operations, policies, or practices. Mr. Hartman
also provided us a letter confirming his decision, which is filed as Exhibit 17
to this Current Report on Form 8-K. Mr. Hartman has served eight years on
our board of directors and Mr. Irish has served 22 years. We are grateful
for their selfless service to the Company.



     We expect to nominate director candidates to fill
the vacancies that will result from the expiration of the terms of Messrs. Hartman
and Irish in the Proxy Statement for the Annual Meeting.



     In accordance with the requirements of Item 5.02
of Form 8-K, we provided Mr. Hartman and Mr. Irish copies of the disclosures
contained in this Report no later than its filing date with the Securities and
Exchange Commission.



 
 
 


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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.

 



 Date  May
7, 2014  
NVE
CORPORATION

(Registrant)



 /s/DANIEL A. BAKER

Daniel A. Baker

President & Chief Executive Officer


 
 
 

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INDEX TO EXHIBITS



 


Exhibit #
Description



   17
Letter
from James D. Hartman dated May 5, 2014.  

 
 
 


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