SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule
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Andrea Electronics
Corporation
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(Name of Registrant as Specified in Its Charter)
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NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD WEDNESDAY, OCTOBER 25, 2017
__________________________________________________
On Wednesday, October 25,
2017, Andrea Electronics Corporation will hold its annual meeting of
shareholders at the Courtyard by Marriott Long Island MacArthur Airport, 5000
Express Drive South, Ronkonkoma, New York. The meeting will begin at 3:00 p.m.,
local time. At the annual meeting, shareholders will consider and act on the
following:
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1.
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The election of five directors to hold
office until the next annual meeting of shareholders;
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2.
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The ratification of the selection of Marcum
LLP as the Companys independent registered public accountants for the
fiscal year ending December 31, 2017;
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3.
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The vote on a non-binding resolution to
approve the compensation of the named executive officers; and
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4.
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Such other business as may properly come
before the meeting.
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Note:
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As of the
date of this notice, the Board of Directors is not aware of any other
business to come before the
meeting.
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Only shareholders of record as
of the close of business on September 6, 2017 are entitled to receive notice of
the meeting and to vote at the meeting and any adjournment or postponement of
the meeting.
Please complete and sign the
enclosed form of proxy, which is solicited by the Board of Directors, and mail
it promptly in the enclosed envelope.
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BY
ORDER OF THE BOARD OF DIRECTORS
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Douglas J. Andrea
Chairman of the Board, President,
Chief Executive Officer
and
Corporate Secretary
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Bohemia, New York
September
18, 2017
IMPORTANT: The prompt
return of proxies will save the Company the expense of further requests
for
proxies in order to ensure a quorum. A self-addressed envelope is
enclosed for your convenience. No
postage is required if mailed in the United
States.
ANDREA ELECTRONICS
CORPORATION
___________________________________
PROXY
STATEMENT
___________________________________
This proxy statement is
furnished in connection with the solicitation of proxies by the Board of
Directors of Andrea Electronics Corporation (Andrea Electronics or the
Company) to be used at the 2017 annual meeting of shareholders of the Company.
The annual meeting will be held at the Courtyard by Marriott Long Island
MacArthur Airport, 5000 Express Drive South, Ronkonkoma, New York on Wednesday,
October 25, 2017 at 3:00 p.m., local time. This proxy statement and the enclosed
proxy card are being first mailed on or about September 18, 2017 to shareholders
of record.
Important Notice Regarding
the Availability of Proxy Materials for the Shareholders Meeting to be held on
October 25, 2017
This proxy statement and the
Companys Annual Report on Form 10-K, as filed with the Securities and Exchange
Commission, are available at
http://www.andreaelectronics.com/Corporate/annual_report.html
.
General Information about
Voting
Ownership of Shares;
Attending the Meeting
You may own shares of the
Company in one or more of the following ways:
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Directly in your name as the shareholder of
record; or
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Indirectly through a broker, bank or other
holder of record in street name.
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If your shares are registered
directly in your name, you are the holder of record of these shares and we are
sending these proxy materials directly to you. As the holder of record, you have
the right to give your proxy directly to us or to vote in person at the annual
meeting.
If you hold your shares in
street name, your broker, bank or other holder of record is sending these proxy
materials to you. As the beneficial owner, you have the right to direct your
broker, bank or other holder of record how to vote by filling out the voting
instruction form that accompanies your proxy materials. Your broker, bank or
other holder of record may allow you to provide voting instructions by telephone
or by the Internet. Please see the instruction form provided by your broker,
bank or other holder of record that accompanies this proxy statement. If you
hold your shares in street name, you will need photo identification and proof of
ownership to be admitted to the annual meeting. A recent brokerage statement or
letter from a bank or broker are examples of proof of ownership. If you want to
vote your shares of the Company common stock held in street name in person at
the annual meeting, you must obtain a written proxy in your name from the
broker, bank or other holder of record of your shares.
Who Can Vote at the Meeting
You are entitled to vote your
Company common stock only if the records of the Company show that you held your
shares as of the close of business on September 6, 2017. As of the close of
business on September 6, 2017, a total of 64,914,935 shares of Andrea
Electronics common stock were outstanding. Each share of common stock has one
vote.
1
Quorum and Vote Required
Quorum
.
We will have a quorum and will be
able to conduct the business of the annual meeting if the holders of a majority
of the outstanding shares of common stock entitled to vote are present at the
meeting, either in person or by proxy.
Votes Required for
Proposals
.
At this years annual meeting,
shareholders will elect five directors to serve for a term of one year. In
voting on the election of directors, you may vote in favor of the nominees,
withhold votes as to all nominees, or withhold votes as to specific nominees.
There is no cumulative voting for the election of directors. Directors will be
elected by a plurality of the votes cast at the annual meeting. This means that
the nominees receiving the greatest number of votes will be elected.
In voting on the ratification
of the appointment of Marcum LLP as the Companys independent registered public
accounting firm or the non-binding resolution to approve the compensation of the
Companys named executive officers, you may vote in favor of the proposal, vote
against the proposal or abstain from voting. The affirmative vote of a majority
of the votes cast by shareholders is required to approve this proposal.
Effect of Not Casting
Your Vote.
If you hold your
shares in street name, it is critical that you cast your vote if you want it to
count in the election of directors (Proposal 1 of this Proxy Statement) and the
non-binding resolution to approve the compensation of the named executive
officers (Proposal 3 of this Proxy Statement). Current regulation restricts the
ability of your bank or broker to vote your uninstructed shares on these matters
on a discretionary basis. Therefore, if you hold your shares in street name and
you do not instruct your bank or broker how to vote on these matters, no votes
will be cast on your behalf. These are referred to as broker non-votes. Your
bank or broker will, however, continue to have discretion to vote any
uninstructed shares on the ratification of the appointment of the Companys
independent registered public accounting firm (Proposal 2 of this Proxy
Statement).
How We Count
Votes
.
If you return valid proxy instructions or attend
the meeting in person, we will count your shares for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum.
In the election of directors,
votes that are withheld and broker non-votes will have no effect on the outcome
of the election. In counting votes on the proposal to ratify the selection of
the independent registered public accounting firm and the non-binding resolution
to approve the compensation of the named executive officers, we will not count
abstentions and broker non-votes as votes cast on the proposal. Therefore, abstentions and
broker non-votes will have no impact on the outcome of the proposal.
Voting by
Proxy
The Board of Directors of the
Company is sending you this proxy statement for the purpose of requesting that
you allow your shares of the Company common stock to be represented at the
annual meeting by the persons named in the enclosed proxy card. All shares of
the Company common stock represented at the annual meeting by properly executed
and dated proxy cards will be voted according to the instructions indicated on
the proxy card. If you sign, date and return a proxy card without giving voting
instructions, your shares will be voted as recommended by the Companys Board of
Directors.
The Board of Directors
recommends a vote:
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FOR each of the nominees for
director;
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FOR ratification of
Marcum LLP as the Companys independent registered public accountants;
and
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FOR the approval of the compensation
of the named executive officers.
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2
If any matters not described
in this proxy statement are properly presented at the annual meeting, the
persons named in the proxy card will use their own best judgment to determine
how to vote your shares. This includes a motion to adjourn or postpone the
annual meeting in order to solicit additional proxies. If the annual meeting is
postponed or adjourned, your Company common stock may be voted by the persons
named in the proxy card on the new annual meeting date as well, unless you have
revoked your proxy. The Company does not know of any other matters to be
presented at the annual meeting.
You may revoke your proxy at
any time before the vote is taken at the meeting. To revoke your proxy you must
either advise the Corporate Secretary of the Company in writing before your
common stock has been voted at the annual meeting, deliver a later dated proxy,
or attend the meeting and vote your shares in person. Attendance at the annual
meeting will not in itself constitute revocation of your proxy.
Corporate Governance and Board
Matters
Director Independence
The Companys Board of
Directors currently consists of five members, all of whom are independent under
the listing requirements of the Nasdaq Global Market, except for Douglas J.
Andrea, Chairman of the Board, President, Chief Executive Officer and Corporate
Secretary of the Company.
Board Leadership Structure
and the Boards Role in Risk Oversight
The Companys Board of
Directors endorses the view that one of its primary functions is to protect
shareholders interests by providing independent oversight of management,
including the Chief Executive Officer. However, the Board does not believe that
mandating a particular structure, such as a separate Chairman and Chief
Executive Officer, is necessary to achieve effective oversight. Our Chief
Executive Officer is the director most familiar with the Companys business and
industry and is best suited to lead discussions on important matters affecting
the business of the Company. Combining the Chief Executive Officer and Chairman
positions creates a firm link between the Companys management and the Board and
promotes the development and implementation of sound corporate strategy. The
Chairman of the Board has no greater nor lesser vote on matters considered by
the Board than any other director, and the Chairman does not vote on any related
party transaction. All directors of the Company, including the Chairman, are
bound by fiduciary obligations, imposed by law, to serve the best interests of
the shareholders. Accordingly, separating the offices of Chairman and Chief
Executive Officer would not serve to enhance or diminish the fiduciary duties of
any director of the Company.
To further strengthen the
regular oversight of the full Board, the Audit, Compensation and Nomination and
Governance Committees are each composed solely of independent directors. The
Compensation Committee reviews
all compensation components for the Companys Chief Executive Officer and other
highly compensated executive officers, and the Audit Committee oversees the
Companys financial practices, regulatory compliance, accounting procedures and
financial reporting functions. In addition, our independent directors meet in
executive session quarterly without the presence of management and Mr. Libin
currently serves as lead independent director during those executive sessions.
In the opinion of the Board of Directors, an independent Chairman would not add
any value to this already effective process.
Risk is inherent with every
business, and how well a business manages risk can ultimately determine its
success. We face a number of risks, including operational risk, strategic risk
and reputation risk.
Management is
responsible for the day-to-day management of risks the Company faces, while the
Board, as a whole and through its committees, has responsibility for the
oversight of risk management. In its risk oversight role, the Board of Directors
has the responsibility to satisfy itself that the risk management processes
designed and implemented by management are adequate and functioning as designed.
To do this, the Board meets regularly with management to discuss strategy and
risks facing the Company. Senior management attends the Board meetings and is
available to address any questions or concerns raised by the Board on risk
management and any other matters. The Chairman of the Board and independent
members of the Board work together to
provide strong, independent oversight of the Companys management and affairs
through its standing committees and, when necessary, special meetings of
independent directors.
3
Meetings of the Board of
Directors
The Company conducts business
through meetings and activities of its Board of Directors and their committees.
During the year ended December 31, 2016, the Board of Directors of the Company
held 7 meetings.
Attendance at the Annual
Meeting
The Board of Directors
encourages directors to attend the annual meeting of shareholders. Four board
members attended the 2016 annual meeting of shareholders.
Committees of the Board of
Directors
The following table identifies
our standing committees and their members. All members of each committee are
independent in accordance with the listing standards of the Nasdaq Global
Market. Each committee, other than the Compensation Committee, operates under a
written charter that is available in the Corporate Governance section of the
Companys website (
www.andreaelectronics.com
).
Director
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Audit
Committee
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Compensation
Committee
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Nomination
and
Governance
Committee
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Douglas J. Andrea
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Gary
A. Jones
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X
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X
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X
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*
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Louis Libin
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X
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X
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X
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Joseph J. Migliozzi
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X
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*
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X
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X
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Jonathan D. Spaet
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X
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X
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*
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X
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Number of Meetings in fiscal 2016
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4
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5
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1
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____________________
Audit Committee
The Board of Directors has a
separately-designated standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The
Audit Committee meets with management and Company financial personnel, as well
as with the Companys independent registered public accountants, to consider the
adequacy of the internal controls of the Company and the objectivity of the
Companys financial reporting. The Board of Directors has determined that Joseph
J. Migliozzi is an audit committee financial expert under the rules of the
Securities and Exchange Commission. The report of the Audit Committee required
by the rules of the Securities and Exchange Commission is included in this proxy
statement. See
Report of the
Audit Committee.
Compensation Committee
The Compensation Committee is
responsible for making recommendations to the full Board of Directors on all
matters regarding compensation and benefit programs. The Compensation Committee
reviews all compensation components for the Companys Chief Executive Officer
and other highly compensated executive officers compensation including base
salary, annual incentive, long-term incentives/equity, benefits and other
perquisites. In general, the Compensation Committee considers the Companys
financial performance when making decisions regarding such officers
compensation. The Compensation Committee also reviews the recommendations of the
Chief Executive Officer in determining the compensation of other executive
officers. Decisions by the Compensation Committee with respect to the
compensation of executive officers are approved by the full Board of Directors.
The Compensation Committee has established the
following non-employee director compensation plans: retainer; per meeting fees;
and long-term incentive compensation. The non-employee director compensation
plans are designed to attract, retain and motivate talented directors while
balancing the interests of the shareholders.
4
Nomination and Governance
Committee
The Nomination and Governance
Committee takes a leadership role in shaping Andrea Electronics governance
policies and practices, including recommending to the Board of Directors the
corporate governance policies and guidelines applicable to Andrea Electronics
and monitoring compliance with these policies and guidelines. In addition, the
Nomination and Governance Committee is responsible for identifying individuals
qualified to become Board members and recommending to the Board the director
nominees for election at the next annual meeting of shareholders. This committee
also leads the Board in its annual review of the Boards performance and
recommends to the Board director candidates for each committee for appointment
by the Board. The procedures of the Nomination and Governance Committee required
to be disclosed by the rules of the Securities and Exchange Commission are set
forth below.
Minimum Qualifications.
The Nomination and Governance
Committee has adopted a set of criteria that it considers when it selects
individuals to be nominated for election to the Board of Directors. First a
candidate must meet any eligibility requirements set forth in the Companys
bylaws. A candidate also must meet any qualification requirements set forth in
any Board or committee governing documents.
Candidates deemed eligible for
election to the Board of Directors are evaluated by the Nomination and
Governance Committee using the following criteria for selecting nominees:
business experience; integrity, honesty and reputation; dedication to the
Company and its shareholders; independence; and any other factors the Nomination
and Governance Committee deems relevant, including age, diversity, size of the
Board of Directors and regulatory disclosure obligations.
In addition, before nominating
an existing director for re-election to the Board of Directors, the Nomination
and Governance Committee will consider and review an existing directors Board
and committee attendance and performance; length of Board service; experience,
skills and contributions that the existing director brings to the Board; and the
directors independence.
Process for Identifying
and Evaluating Nominees.
The
process that the Nomination and Governance Committee follows
when it identifies and evaluates individuals to be nominated for election to the
Board of Directors is as follows:
Identification.
For purposes of identifying
nominees for the Board of Directors, the
Nomination and Governance Committee relies on personal contacts of the
committee members and other members of the Board of Directors. The Nomination
and Governance Committee also will consider director candidates recommended by
shareholders in accordance with the policy and procedures set forth below. The
Nomination and Governance Committee has not previously used an independent
search firm to identify nominees.
Evaluation.
In evaluating potential nominees,
the Nomination and Governance Committee determines whether the candidate is
eligible and qualified for service on the Board of Directors by evaluating the
candidate under the selection criteria set forth above. In addition, the
Nomination and Governance Committee will conduct a check of the individuals
background and interview the candidate.
Consideration of
Recommendation by Shareholders.
It is the policy of the Nomination and Governance Committee of the Board
of Directors of the Company to consider director candidates recommended by
shareholders who appear to be qualified to serve on the Companys Board of
Directors. The Nomination and Governance Committee may choose not to consider an
unsolicited recommendation if no vacancy exists on the Board of Directors and
the Nomination and Governance Committee does not perceive a need to increase the
size of the Board of Directors. In order to avoid the unnecessary use of the
Nomination and Governance Committees resources, the Nomination and Governance
Committee will consider only those director candidates recommended in accordance
with the procedures set forth below.
5
Procedures to be
Followed by Shareholders.
To
submit a recommendation of a director candidate to the Nomination and Governance
Committee, a shareholder should submit the following information in writing,
addressed to the Chairman of the Nomination and Governance Committee, care of
the Corporate Secretary, at the main office of the Company:
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The name of the
person recommended as a director candidate;
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2.
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All information
relating to such person that is required to be disclosed in solicitations
of proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended;
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3.
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The written consent
of the person being recommended as a director candidate to being named in
the proxy statement as a nominee and to serving as a director if
elected;
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4.
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As to the shareholder
making the recommendation, the name and address, as they appear on the
Companys books, of such shareholder; provided, however, that if the
shareholder is not a registered holder of the Companys common stock, the
shareholder should submit his or her name and address along with a current
written statement from the record holder of the shares that reflects
ownership of the Companys common stock; and
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5.
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A statement
disclosing whether such shareholder is acting with or on behalf of any
other person and, if applicable, the identity of such
person.
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In order for a director
candidate to be considered for nomination at the Companys annual meeting of
shareholders, the recommendation must be received by the Nomination and
Governance Committee at least 120 calendar days prior to the date the Companys
proxy statement was released to shareholders in connection with the previous
years annual meeting, advanced by one year.
Director Compensation for
the 2016 Fiscal Year
The following table provides
the compensation received by individuals who served as non-employee directors of
the Company during the 2016 fiscal year.
Director
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Fees
Earned
or Paid in
Cash
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Stock
Option
Awards
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Total
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Gary
A. Jones
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$
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7,000
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$
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11,250
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$
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18,250
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Louis Libin
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7,250
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11,250
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18,500
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Joseph J. Migliozzi
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8,750
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11,250
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20,000
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Jonathan D. Spaet
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7,250
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11,250
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18,500
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Annual Retainer and Meeting
Fees for Non-Employee Directors
The following table sets forth
the applicable retainers and fees that were paid to non-employee directors for
their service on the Board of Directors of the Company during 2016. Employee
directors do not receive any retainers or fees for their services on the Board
of Directors.
Annual Retainer
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$
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3,500
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Fee
per Board Meeting (Regular or Special)
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$
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250
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Fee
per Committee Meeting
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$
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250
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Additional Annual Retainer for the Chairperson
of the Audit Committee
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$
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1,500
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6
Report of the Audit Committee
The Companys management is
responsible for the Companys internal control over financial reporting. The
independent registered public accountants are responsible for performing an
independent audit of the Companys consolidated financial statements and issuing
an opinion on the conformity of those financial statements with generally
accepted accounting principles. The Audit Committee oversees the Companys
internal control over financial reporting on behalf of the Board of Directors.
In this context, the Audit
Committee has met and held discussions with management and the independent
registered public accountants. Management represented to the Audit Committee
that the Companys consolidated financial statements were prepared in accordance
with generally accepted accounting principles, and the Audit Committee has
reviewed and discussed the consolidated financial statements with management and
the independent registered public accountants. The Audit Committee discussed
with the independent registered public accountants matters required to be
discussed under U.S. Auditing Standards No. 16 (Communication with Audit
Committees) issued by the Public Company Accounting Oversight Board, including
the quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of the disclosures in
the financial statements.
In addition, the Audit
Committee has received the written disclosures and the letter from the
independent registered public accountants required by applicable requirements of
the Public Company Accounting Oversight Board concerning independence and has
discussed with the independent registered public accountants the registered
public accountants independence from the Company and its management. In
concluding that the registered public accountants are independent, the Audit
Committee considered, among other factors, whether the non-audit services
provided by the registered public accountants were compatible with its
independence.
The Audit Committee discussed
with the Companys independent registered public accountants the overall scope
and plans for their audit. The Audit Committee meets with the independent
registered public accountants, with and without management present, to discuss
the results of their examination, their evaluation of the Companys internal
control over financial reporting, and the overall quality of the Companys
financial reporting process.
In performing all of these
functions, the Audit Committee acts only in an oversight capacity. In its
oversight role, the Audit Committee relies on the work and assurances of the
Companys management, which has the primary responsibility for financial
statements and reports, and of the independent registered public accountants
who, in their report, express an opinion on the conformity of the Companys
financial statements to generally accepted accounting principles. The Audit
Committees oversight does not provide it with an independent basis to determine
that management has maintained appropriate accounting and financial reporting
principles or policies, or appropriate internal controls and procedures designed
to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committees considerations and discussions
with management and the independent registered public accountants do not assure
that the Companys financial statements are presented in accordance with
generally accepted accounting principles, that the audit of the Companys
consolidated financial statements has been carried out in accordance with the
standards of the Public Company Accounting Oversight Board (United States) or
that the Companys independent registered public accountants are in fact
independent.
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 consolidated financial
statements be included in the Companys Annual Report on Form 10-K for the year
ended December 31, 2016 for filing with the Securities and Exchange Commission.
The Audit Committee has appointed, subject to shareholder ratification, the selection of the Companys
independent registered public accountants for the fiscal year ending December
31, 2017.
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The Audit Committee of the Board of
Directors
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of Andrea Electronics Corporation
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Joseph J. Migliozzi (Chairman)
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Gary
A. Jones
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Louis Libin
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Jonathan D. Spaet
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7
Stock Ownership
The following table sets forth
certain information as of September 6, 2017, with respect to the common stock
ownership of (i) each director or nominee for director of the Company, (ii) each
executive officer named in the Summary Compensation Table and (iii) all
directors and executive officers of the Company as a group.
Name of Beneficial
Owner
|
|
Number
of
Shares Owned
(excluding
options)
|
|
Number of
Shares that May Be
Acquired Within
60
days by
Exercising Options
|
|
Percent
of
Common Stock
Outstanding
(1)
|
Douglas J. Andrea
(2)
|
|
|
361,014
|
(3)
|
|
|
|
6,833,000
|
|
|
|
10.0
|
%
|
|
Corisa L. Guiffre
|
|
|
102,750
|
|
|
|
|
1,650,000
|
|
|
|
2.6
|
%
|
|
Gary
A. Jones
|
|
|
437,472
|
|
|
|
|
291,364
|
|
|
|
1.1
|
%
|
|
Louis Libin
|
|
|
352,149
|
|
|
|
|
323,182
|
|
|
|
1.0
|
%
|
|
Joseph J. Migliozzi
|
|
|
926,261
|
|
|
|
|
558,410
|
|
|
|
2.3
|
%
|
|
Jonathan D. Spaet
|
|
|
29,261
|
|
|
|
|
291,364
|
|
|
|
*
|
|
|
Current directors and executive officers as group (6
persons)
|
|
|
2,208,907
|
|
|
|
|
9,947,320
|
|
|
|
16.2
|
%
|
|
|
____________________
|
|
*Less than 1%
|
|
|
|
(1)
|
|
Percentages with respect to each person or group of persons
have been calculated on the basis of 64,914,935 shares of Company common
stock, plus the number of shares of Company common stock which such person
or group of persons has the right to acquire within 60 days from September
6, 2017, by the exercise of options. The information concerning the
shareholders is based upon information furnished to the Company by such
shareholders. Except as otherwise indicated, all of the shares next to
each identified person or group are owned of record and beneficially by
such person or each person within such group and such persons have sole
voting and investment power with respect thereto.
|
|
|
|
(2)
|
|
Mr.
Andreas business address is: 620 Johnson Avenue Suite 1B, Bohemia, New
York 11716.
|
|
|
|
(3)
|
|
Includes 12,438 and 3,876 shares owned by Mr. Andreas spouse
and Mr. Andreas daughter, respectively.
|
8
The following table sets forth
certain information as of September 6, 2017, with respect to the stock ownership
of beneficial owners, other than directors and executive officers of the
Company, of more than 5% of the Companys outstanding common stock:
Name and Address
|
|
Shares
of
Common Stock
Owned
|
|
Common
Stock
Equivalents
(1)
|
|
Percent of Common
Stock and
Common
Stock Equivalents
Outstanding
(2)
|
Alpha Capital Anstalt
|
|
|
-
|
(3)
|
|
|
|
5,722,159
|
(3)
|
|
|
8.1%
|
Pradafant 7,
|
|
|
|
|
|
|
|
|
|
|
|
|
Furstentums 9490
|
|
|
|
|
|
|
|
|
|
|
|
|
Vaduz, Liechtenstein
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nickolas W. Edwards
|
|
|
5,390,000
|
(4)
|
|
|
|
-
|
|
|
|
8.3%
|
937
Pine Ave, Long Beach, CA 90813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
|
|
(1)
|
|
The issuance of shares of common stock upon
conversion of the Series C Preferred Stock is limited to that amount
which, after giving effect to the conversion, would cause the holder not
to beneficially own in excess of 4.99% or, together with other shares
beneficially owned during the 60 day period prior to such conversion, not
to beneficially own in excess of 9.99% of the outstanding shares of common
stock. The issuance of common stock upon conversion of the Series D
Preferred Stock and the related warrants also are limited to that amount
which, after given effect to the conversion, would cause the holder not to
beneficially own an excess of 4.99% of the outstanding shares of our
common stock, except that each holder has a right to terminate such
limitation upon 61 days notice to us.
|
|
|
|
(2)
|
|
Percentages with respect to each person or
group of persons have been calculated on the basis of 64,914,935 shares of
Company common stock, plus the number of shares of Company common stock
which such person or groups of persons has the right to acquire within 60
days of the conversion of Series C Preferred Stock and Series D Preferred
Stock.
|
|
|
|
(3)
|
|
Based on information filed with the
Securities and Exchange Commission in a Schedule 13G (Amendment No. 1) on
February 15, 2007. Common stock ownership of Alpha Capital Anstalt (Alpha
Capital) is not known as of September 6, 2017. Based on Company records
as of September 6, 2017, Alpha Capital has 3,585,731 common stock
equivalents from Series C Preferred Stock and Series D Preferred Stock.
See footnote (1) above, for limitations on the conversion of such common
stock equivalents.
|
|
|
|
(4)
|
|
Based on information filed with the
Securities and Exchange Commission in a Schedule 13G (Amendment No. 1) on
October 20, 2006 by Nickolas W. Edwards. Common stock ownership of Mr.
Edwards is not known as of September 6, 2017.
|
Proposal 1 - Election of
Directors
The Bylaws of the Company
provide that the Board of Directors shall consist of not less than three and not
more than ten directors as determined by the Board. The Board of Directors
currently consists of five directors, and the Board has determined that the
number of directors to be elected at the annual meeting shall be five.
The persons listed below have
been nominated by the Board for election as directors to serve until the next
annual meeting of shareholders or until their respective successors have been
elected and qualified.
The Board of Directors
recommends that you vote FOR the election of these nominees.
9
In case any of these nominees
become unavailable for election to the Board of Directors, an event which is not
anticipated, the persons named as proxies, or their substitutes, shall have full
discretion and authority to vote or refrain from voting for any other nominee in
accordance with their judgment.
Board Nominees for Election
as Directors
Information on director
nominees of the Company follows (ages are as of December 31, 2016):
Douglas J.
Andrea
, age 54, has been Chairman
of the Board of Directors since November 2001, a Director of the Company since
1991, Corporate Secretary since 2003 and Chief Executive Officer since January
2005. He was Co-Chairman and Co-Chief Executive Officer of the Company from
November 1998 until August 2001. He served as Co-President of the Company from
November 1992 to November 1998, as Vice President - Engineering of the Company
from December 1991 to November 1992, and as Secretary of the Company from 1989
to January 1993.
Mr. Andreas extensive
experience in the software and communications industry affords the Board
valuable insight regarding the business and operation of the Company. In
addition, Mr. Andreas extensive background in corporate management provides him
a unique and broad-based decision-making capability for the Company. Mr. Andrea
has held various positions within the Company, which has given him knowledge of
all aspects of the Companys business and history, which positions him well to
continue to serve as a member of the Board.
Gary A.
Jones
, age 71, has been a
Director of the Company since April 1996. He has served as President of Digital
Technologies, Inc. since 1994 and was Chief Engineer at Allied Signal Ocean
Systems from 1987 to 1994. From March 1998 to December 2000, Mr. Jones was the
Managing Director of Andrea Digital Technologies, Inc., a wholly-owned
subsidiary of Andrea Electronics Corporation.
Mr. Joness extensive
experience in the software and communications industry affords the Board
valuable insight regarding the business and operation of the Company. In
addition, Mr. Jones was the Managing Director of a wholly-owned subsidiary of
Andrea Electronics, which has given him knowledge of all aspects of the
Companys business and history, which positions him well to continue to serve as
a member of the Board.
Louis Libin
, age 58, has been a Director of the Company since
February 2002. He is President of Broad Comm, Inc., a consulting group
specializing in advanced television broadcast, interactive TV, Internet Protocol
and wireless communications. Libin is also Senior Director for advanced
technology for Sinclair Broadcast Group and the executive director of the
Advanced Television Broadcasting Alliance (the ATBA). The ATBA is an
organization comprised of hundreds of low-power television (LPTV)
broadcasters, owners and operators of translators, and allied industry
organizations and companies. Prior to his tenure at Broad Comm, Mr. Libin was
Chief Technology Officer for NBC, and was responsible for all business and
technical matters for satellite, wireless and communication issues for General
Electric and NBC. Since 1989, Mr. Libin has represented the United States on
satellite and transmission issues at the International Telecommunications Union
in Geneva, Switzerland. Mr. Libin is a Senior Member of the Institute of
Electrical and Electronic Engineers, and is a member of the National Society of
Professional Engineers. Mr. Libin also serves on the boards of directors of
several private and not-for profit companies.
Mr. Libins extensive
experience in the communications industry affords the Board valuable insight
regarding the business and operation of the Company. Mr. Libins technical
background, as well as his experiences from his other board memberships makes
him a valuable asset to continue to serve as a member of the Board.
Joseph J.
Migliozzi
, age 66, has been a
Director of the Company since September 2003. He is the Executive Vice President
of Ionian Management Inc., a Petroleum Shipping, Trading and Distribution
company. Prior to that he was the Engagement Partner at Tatum LLC, an Interim
CFO practice. He has operated his own management consulting firm since 2001.
From 1997 to 2001, Mr. Migliozzi was the Chief Operating and Financial Officer of Voyetra Turtle Beach. Prior to that,
he served in various executive management positions in the electronics
manufacturing industries, with both financial and operational responsibilities.
Mr. Migliozzi is a Certified Public Accountant.
10
Mr. Migliozzis accounting,
finance and corporate management experience affords the Board valuable insight
regarding the business, finances and operation of the Company. Mr. Migliozzis
extensive background provides him the distinctive skill set required to continue
to serve as a member of the Board.
Jonathan D.
Spaet
, age 60, has been a
Director of the Company since 2003. He currently is Vice President of Networks
Sales for Sinclair Broadcast, the largest owner of television stations in the
country. Previously, he was the Senior Director of Advanced Advertising, heading
the group for Viamedia, a Cable Television Advertising Representation company
that represents many cable providers including Verizon FiOS and RCN. Prior to
Viamedia, he was Executive Vice President of Vault.com, an internet site in the
career and recruitment space. Before Vault, he was Vice-President/General
Manager of Advertising Sales for Time Warner Cable in New York City, where he
had been since 2008. Prior to that appointment, he was at Time Warner Cable
National Advertising Sales since September 2004, overseeing advertising sales
for Time Warner Cable markets around the country. Previously, he was
Vice-President of Sales for Westwood One Radio Networks, managing ad sales for
one of the largest radio groups in the country. From 2002 to 2003, he was the
Chief Operating Officer of MEP Media, a company that started a digital cable
channel devoted to the music enthusiast. Prior to MEP, he was President of Ad
Sales for USA Networks, supervising ad sales, marketing, research and operations
for both USA and Sci-fi, two top-tier cable channels.
Previously, he was President of Ad Sales for
About.com. This followed 15 years at NBC, where Mr. Spaets career included a
six-year position in NBC Cable and nine years in the NBC Television Stations
Group. Mr. Spaet holds a Bachelor and Masters of Business Administration degrees
from New York University and is a member of the National Sales Advisory Board of
the Cable Advertising Bureau, and is a member of the Internet Advertising
Bureau.
Mr. Spaets extensive
experience in media sales, marketing, promotion and finance brings the Board
valuable insight regarding the business and operation of the Company. Mr.
Spaets background in producing, packaging, positioning and experience in the
communication industry make him a valuable asset to continue to serve as a
member of the Board.
Information about Executive
Officers Who Are Not Directors
The following information is
provided for the Companys executive officer who is not also a director:
Corisa L.
Guiffre
, age 44, has been the
Company's Vice President and Chief Financial Officer since June 2003 and
Assistant Corporate Secretary since October 2003. Ms. Guiffre joined the Company
in November 1999 and served as Vice President and Controller until June 2003.
Prior to joining the Company, she was a member of the Audit, Tax and Business
Advisory divisions at Arthur Andersen LLP. She is a Certified Public Accountant,
a member of the American Institute of Certified Public Accountants and a member
of the New York State Society of Certified Public Accountants.
Ms. Guiffre is elected
annually and holds office until her successor has been elected and qualified or
until she is removed or replaced.
Proposal 2 - Ratification
of Appointment of Independent Registered
Public Accountants
The Audit Committee of the
Board of Directors has appointed Marcum LLP to be the Companys independent
registered public accountants for the fiscal year ending December 31, 2017,
subject to the ratification by shareholders. A representative of Marcum LLP is
expected to be present at the annual meeting to respond to appropriate questions
from shareholders and will have the opportunity to make a statement should he or
she desire to do so.
11
If the ratification of the
appointment of Marcum LLP is not approved by the shareholders at the annual
meeting, the Audit Committee will consider other independent registered public
accounting firms.
The Board of Directors
recommends that you vote FOR the ratification of the appointment of Marcum LLP
as the independent registered public accountants of the Company.
Audit Fees
The following table sets forth
the fees billed to the Company for the fiscal years ended December 31, 2016 and
2015 by Marcum LLP:
|
Marcum
LLP
|
|
2016
|
|
2015
|
|
Audit Fees
|
|
$
|
109,500
|
|
$
|
109,500
|
|
Audit-related fees
|
|
$
|
-
|
|
$
|
1,500
|
|
Tax
fees
|
|
$
|
-
|
|
$
|
-
|
|
All
other fees
|
|
$
|
-
|
|
$
|
-
|
Pre-Approval of Services by
the Independent Registered Public Accountants
The Audit Committee has
adopted a policy for pre-approval of audit and permitted non-audit services by
the Companys independent registered public accountants. The Audit Committee
will consider annually and, if appropriate, approve the provision of audit
services by its external auditor and consider and, if appropriate, pre-approve
the provision of certain defined audit and non-audit services. The Audit
Committee also will consider on a
case-by-case basis and, if appropriate, approve specific engagements that are
not otherwise pre-approved.
Any proposed engagement that
does not fit within the definition of a pre-approved service may be presented to
the Audit Committee for consideration at its next regular meeting or, if earlier
consideration is required, to the Audit Committee or one or more of its members.
The member or members to whom such authority is delegated shall report any
specific approval of services at its next regular meeting. The Audit Committee
will regularly review summary reports detailing all services being provided to
the Company by its external auditor.
During the years ended
December 31, 2016 and 2015, all services were approved, in advance, by the Audit
Committee in compliance with these procedures.
Proposal 3 Advisory
Vote on Executive Compensation
The Board of Directors of the
Company is committed to excellence in governance. As part of that commitment,
and as required by federal securities laws, the Board of Directors is providing
our shareholders with an opportunity to provide a non-binding advisory vote, on
the compensation of our named executive officers as disclosed in this proxy
statement. This vote, which is often referred to as the say-on-pay vote,
provides shareholders with the opportunity to endorse or not endorse the
following resolution:
Resolved, that the
compensation of the named executive officers, as described in the tabular
disclosure regarding named executive officer compensation and the accompanying
narrative disclosure in this proxy statement is hereby approved.
Because the vote is advisory,
it will not be binding upon the Board of Directors. However, the Compensation
Committee will take into account the outcome of the vote when considering future
executive compensation arrangements.
12
The Board of Directors
unanimously recommends a vote FOR approval of the compensation of the named
executive officers.
Executive Compensation
Summary Compensation Table
for the 2016 and 2015 Fiscal Years
The following table sets forth
information for the last two fiscal years relating to compensation earned by
each person who served as chief executive officer and the other most highly
compensated executive officers whose total compensation was over $100,000 during
the fiscal years ended December 31, 2016 and 2015.
Name and Principal
Position
|
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock
Options
(1)
|
|
Total
|
Douglas J. Andrea, Chairman of the
Board, Chief Executive Officer, and Corporate Secretary
|
|
|
2016
|
|
|
$
|
300,000
|
|
|
|
$
|
12,500
|
|
|
|
$
|
70,000
|
|
|
|
$
|
382,500
|
|
|
|
2015
|
|
|
|
300,000
|
|
|
|
|
239,418
|
|
|
|
|
30,000
|
|
|
|
|
569,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corisa L. Guiffre, Vice President, Chief Financial Officer
and Assistant Corporate Secretary
|
|
|
2016
|
|
|
$
|
160,000
|
|
|
|
$
|
-
|
|
|
|
$
|
20,000
|
|
|
|
$
|
180,000
|
|
|
|
2015
|
|
|
|
170,000
|
|
|
|
|
115,584
|
|
|
|
|
-
|
|
|
|
|
285,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
|
|
(1)
|
|
Represents the aggregate grant date fair
value of stock options granted in fiscal 2016 and 2015, respectively,
calculated in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718. Assumptions used in the
calculation of this amount are included in Note 12 to our audited
financial statements included in our Form 10-K for the year ended December
31, 2016, filed with the SEC on March 24, 2017.
|
Outstanding Equity Awards
at December 31, 2016
The following table provides
information concerning unexercised options for each named executive officer
outstanding as of December 31, 2016. None of the named executive officers had
stock awards that have not vested or unearned equity incentive plan awards at
December 31, 2016.
|
|
Option
Awards
|
Name
|
|
Number of
securities
underlying
unexercised options
(#)
exercisable
|
|
Number
of
securities
underlying
unexercised options
(#)
unexercisable
|
|
Option exercise
price
($/share)
|
|
Option
expiration
date
|
Douglas J. Andrea
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
$
|
0.11
|
|
|
9-12-2017
|
|
|
|
2,000,000
|
|
|
|
-
|
|
|
|
$
|
0.04
|
|
|
8-8-2018
|
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
$
|
0.04
|
|
|
8-8-2018
|
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
$
|
0.11
|
|
|
7-24-2019
|
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
$
|
0.13
|
|
|
8-01-2020
|
|
|
|
333,000
|
|
|
|
167,000
|
|
|
|
$
|
0.10
|
|
|
9-2-2024
|
|
|
|
166,500
|
|
|
|
333,500
|
|
|
|
$
|
0.06
|
|
|
8-07-2025
|
|
|
|
-
|
|
|
|
1,400,000
|
|
|
|
$
|
0.05
|
|
|
11-16-2026
|
|
Corisa L. Guiffre
|
|
|
350,000
|
|
|
|
-
|
|
|
|
$
|
0.11
|
|
|
9-12-2017
|
|
|
|
500,000
|
|
|
|
-
|
|
|
|
$
|
0.04
|
|
|
8-8-2018
|
|
|
|
200,000
|
|
|
|
-
|
|
|
|
$
|
0.11
|
|
|
7-24-2019
|
|
|
|
250,000
|
|
|
|
-
|
|
|
|
$
|
0.08
|
|
|
9-22-2020
|
|
|
|
233,100
|
|
|
|
116,900
|
|
|
|
$
|
0.08
|
|
|
10-21-2024
|
|
|
|
-
|
|
|
|
400,000
|
|
|
|
$
|
0.05
|
|
|
11-16-2026
|
13
Employment Agreement
In August 2014, the Company
entered into an employment agreement with Mr. Andrea. The effective date of the
employment agreement is August 1, 2014 and as amended for extension of its term,
it currently expires on January 31, 2018 and is subject to renewal as approved
by the Compensation Committee of the Board of Directors. Pursuant to his
employment agreement, Mr. Andrea will receive an annual base salary of $300,000.
The employment agreement provides for quarterly bonuses equal to 5% of the
Companys pre-bonus net after tax quarterly earnings for a total quarterly bonus
amount not to exceed $12,500; and annual bonuses equal to 9% of the Companys
annual pre-bonus net after tax earnings in excess of $300,000 up to $3,000,000,
and 3% of the Companys annual pre-bonus adjusted net after tax earnings in
excess of $3,000,000. Adjustments to net after tax earnings shall be made to
remove the impact of change in recognition of accumulated deferred tax asset
value. All bonuses shall be payable as soon as the Companys cash flow permits.
All bonus determinations or any additional bonus in excess of the above will be
made in the sole discretion of the Compensation Committee. Mr. Andrea is also
entitled to a change in control payment equal to three times the three year
average of the cash incentive compensation paid or accrued as of the date of
termination, continuation of health and medical benefits for three years and
immediate vesting of all stock options in the event of a change in control
during the term of his agreement and subsequent termination of his employment
within two years following the change of control. In the event of his
termination without cause or resignation with the Companys consent, Mr. Andrea
is entitled to a severance payment equal to six months of his base salary, plus
the six months prorated portion of his most recent annual and quarterly bonuses,
and a continuation of health insurance coverage for Mr. Andrea, his spouse and
his dependents for 12 months. At June 30, 2017, the future minimum cash
commitments under this agreement aggregate $175,000.
Potential Post-Termination
Benefits
Payments Made Upon
Termination Without Cause or Resignation with the Companys
Consent.
If Mr. Andreas employment is
terminated by the Company without cause or he resigns with the Companys
consent, the Company must pay Mr. Andrea a severance payment equal to six months
of Mr. Andreas most recent base salary, as defined in the employment agreement,
plus the six months prorated portion of Mr. Andreas most recent annual and
quarterly bonuses. In addition, the Company must arrange and pay for
continuation of health insurance coverage for Mr. Andrea and his spouse and
dependents for a period of 12 months from the date of termination and must, for
a period of 18 months from the expiration of such six month period, provide
COBRA continuation coverage to Mr. Andrea. All stock options shall vest in full
and shall be exercisable.
Payments Made Upon a
Change in Control.
If the
Company terminates Mr. Andreas employment within the later of the term of the
employment agreement or six months following a change in control, as defined in
the employment agreement, then the Company must provide Mr. Andrea a sum equal
to two years of Mr. Andreas most recent base salary plus a pro rated portion of
Mr. Andreas most recent annual and four quarterly bonuses paid immediately
preceding the change of control, continuation for two years of health and
medical benefits coverage and, for a period of 18 months from the expiration of
such two year period, provide COBRA continuation coverage, if available, to Mr.
Andrea. All stock options, whether then vested or unvested, shall vest and/or
become exercisable.
The Company has entered into a
change in control agreement with Ms. Guiffre. The change in control agreement
provides Ms. Guiffre with a severance benefit upon termination in connection
with a change in control (as defined in the agreement). If Ms. Guiffre is
terminated following a change in control, the Company will pay Ms. Guiffre a sum
equal to three times Ms. Guiffres average annual compensation for the five
preceding taxable years. All restrictions on any restricted stock will lapse
immediately and incentive stock options and stock appreciation rights, if any,
will become immediately exercisable in the event of a change in control. Upon
the occurrence of a change in control followed by Ms. Guiffres termination of
employment, the Company will cause to be continued life, medical, dental and
disability coverage. Such coverage and payments shall cease upon the expiration
of 36 full calendar months following the date of termination.
14
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires the Company's directors
and officers and persons who beneficially own more than ten percent of the
Company's common stock to file with the Securities and Exchange Commission
(SEC) initial reports of ownership and reports of changes in ownership of
common stock in the Company. Officers, directors and greater-than-ten percent
shareholders are also required to furnish the Company with copies of all Section
16(a) reports they file. Based solely upon a review of Forms 3 and 4 and
amendments thereto furnished to the Company under Section 16(a) of the
Securities Exchange Act of 1934, as amended, during the year ended December 31,
2016 and Forms 5 and amendments thereto furnished to the Company with respect to
the year ended December 31, 2016, and written representations provided to the
Company from the individuals required to filed reports, the Company believes
that each of the individuals required to file reports complied with applicable
reporting requirements for transactions in the Companys common stock during the
year ended December 31, 2016.
Submission of Business Proposals
and Shareholder Nominations
The Company must receive
proposals that shareholders seek to include in the proxy statement for the
Companys next annual meeting no later than May 21, 2018. If next years annual
meeting is held on a date more than 30 calendar days from October 25, 2018, a
shareholder proposal must be received by a reasonable time before the Company
begins to print and mail its proxy solicitation for such annual meeting. Any
shareholder proposals will be subject to the requirements of the proxy rules
adopted by the Securities and Exchange Commission.
The Companys Bylaws provide
that in order for a shareholder to make nominations for the election of
directors or proposals for business to be brought before the annual meeting, a
shareholder must give written notice of such nominations and/or proposals to the
Secretary not less than 90 days prior to the date of the annual meeting. A copy
of the Bylaws may be obtained from the Company.
Shareholder
Communications
The Company encourages
shareholder communications to the Board of Directors and/or individual
directors. Shareholders who wish to communicate with the Board of Directors or
an individual director should send their communications to the care of Corisa L.
Guiffre; Chief Financial Officer, Andrea Electronics Corporation at 620 Johnson
Avenue Suite 1B, Bohemia, NY 11716. Communications regarding financial or
accounting policies should be sent to the attention of the Chairman of the Audit
Committee. All other communications should be sent to the attention of the
Chairman of the Nomination and Governance Committee.
Miscellaneous
The solicitation of proxies in
the enclosed form is made on behalf of the Board of Directors and the cost of
this solicitation is being paid by the Company. In addition to the use of mail,
proxies may be solicited personally or by telephone or telegraph using the
services of directors, officers and regular employees of the Company at nominal
cost. Banks, brokerage firms and other custodians, nominees and fiduciaries will
be reimbursed by the Company for expenses incurred in sending proxy material to
beneficial owners of the Companys stock.
A copy of the Companys Form
10-K for the fiscal year ended December 31, 2016, as filed with the Securities
and Exchange Commission has been mailed to persons who were shareholders as of
the close of business on September 6, 2017. Any shareholder who has not received
a copy of the Annual Report may obtain a copy by writing to the Corporate
Secretary of the Company. The Annual Report is not to be treated as part of the
proxy solicitation material or as having been incorporated in this proxy
statement by reference.
15
If you and others who share
your address own your shares in street name, your broker or other holder of
record may be sending only one annual report and proxy statement to your
address. This practice, known as householding, is designed to reduce our
printing and postage costs. However, if a shareholder residing at such an
address wishes to receive a separate annual report or proxy statement in the
future, he or she should contact the broker or other holder of record. If you
own your shares in street name and are receiving multiple copies of our annual
report and proxy statement, you can request householding by contacting your
broker or other holder of record.
Bohemia, New York
September
18, 2017
You are cordially invited
to attend the Annual Meeting in person. Whether or not you plan to attend the
annual meeting, you are requested to sign, date and promptly return the
accompanying proxy card in the enclosed postage-paid envelope.
16
YOUR VOTE IS
IMPORTANT. PLEASE VOTE TODAY.
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MAIL
Mark, sign and
date your proxy
card and
return it in the postage-paid
envelope provided.
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PLEASE DO NOT RETURN
THE PROXY CARD IF
YOU ARE VOTING ELECTRONICALLY OR BY
PHONE
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▲ FOLD HERE DO NOT SEPARATE INSERT IN
ENVELOPE PROVIDED ▲
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PROXY
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Please mark
your votes like this
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THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR PROPOSALS 1, 2 AND 3.
1.
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Election of Directors:
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1
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Douglas J. Andrea
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FOR
all
Nominees
listed to
the left
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WITHHOLD AUTHORITY
to vote (except as marked to
the contrary
for all nominees
listed to the left)
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2
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Gary
A. Jones
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3
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Louis Libin
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4
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Joseph J. Migliozzi
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☐
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☐
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5
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Jonathan D. Spaet
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(Instruction: To withhold authority to vote for any individual
nominee, strike a line through that nominees name in the list
above)
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2.
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Ratification of independent registered public accounting
firm:
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FOR
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AGAINST
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ABSTAIN
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☐
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☐
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☐
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3.
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Advisory vote regarding
the approval of compensation paid to our named executive
officers:
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FOR
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AGAINST
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ABSTAIN
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☐
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☐
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☐
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Signature
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Signature, if held jointly
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Date
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,
2017.
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Note: Please sign
exactly as your name appears hereon. When shares are held by joint owners,
both should sign. When signing as attorney, executor, administrator,
trustee, guardian or corporate office, please give title as
such.
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Important Notice
Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held October 25, 2017.
The 2017 Proxy Statement,
Form 10-K and the 2016 Annual Report to Stockholders are available
at:
http://www.andreaelectronics.com/Corporate/annual_report.html
▲ FOLD HERE DO NOT
SEPARATE INSERT IN ENVELOPE PROVIDED ▲
PROXY
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
Andrea Electronics
Corporation
The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement and hereby appoints
Douglas J. Andrea and Corisa L. Guiffre, or either of them, with full power of
substitution and to act without the other, as the agents, attorneys and proxies
of the undersigned, to represent and vote as directed on the reverse hereof, all
of the common stock of Andrea Electronics Corporation held of record by the
undersigned at the close of business on September 6, 2017 at the Annual Meeting
of Shareholders of Andrea Electronics Corporation on October 25, 2017 at 3:00
p.m., and any adjournments or postponements thereof.
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE
VOTED IN FAVOR OF ELECTING THE FIVE NOMINEES TO THE BOARD OF DIRECTORS, AND IN
FAVOR OF PROPOSAL 2 AND PROPOSAL 3, AND IN ACCORDANCE WITH THE JUDGMENT OF THE
PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
(Continued, and to be
marked, dated and signed, on the other side)
Andrea Electronics (CE) (USOTC:ANDR)
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