Current Report Filing (8-k)
October 27 2017 - 5:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October
25, 2017
ANDREA
ELECTRONICS
CORPORATION
(Exact name of registrant as
specified in its charter)
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New York
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1-4324
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11-0482020
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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620 Johnson Avenue Suite 1B, Bohemia, New York
11716
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(Address of principal executive offices) (Zip
Code)
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(631)719-1800
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(Registrants telephone number, including area
code)
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Not Applicable
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(Former name or former address, if changed since last
report)
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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:
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth
company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of
Matters to a Vote of Security Holders
(a) The annual meeting of
stockholders of Andrea Electronics Corporation (the Company) was held on
October 25, 2017.
(b) The matters considered and
voted on by the stockholders at the annual meeting and the vote of the
stockholders were as follows:
1.
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The following
individuals were elected as directors, to serve until the next annual
meeting of stockholders by the following vote:
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Name
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Shares
Voted For
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Votes
Withheld
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Broker
Non-Votes
1
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Douglas J. Andrea
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15,294,361
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14,979,936
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26,822,932
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Gary
A. Jones
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15,299,361
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14,974,936
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26,822,932
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Louis Libin
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15,299,361
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14,974,936
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26,822,932
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Joseph J. Migliozzi
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15,294,361
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14,979,936
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26,822,932
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Jonathan D. Spaet
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15,299,361
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14,974,936
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26,822,932
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2.
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The appointment of
Marcum LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2017 was ratified by the
stockholders by the following vote:
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Shares Voted For
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Shares Voted Against
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Abstentions
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55,546,547
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317,873
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1,232,806
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There were no broker non-votes
on the proposal.
3.
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The vote on the
non-binding resolution to approve the compensation of the named executive
officers was as follows:
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Shares Voted For
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Shares Voted
Against
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Abstentions
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Broker
Non-Votes
1
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14,799,739
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15,035,549
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439,009
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26,822,932
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(c) Not applicable.
(d) Not applicable.
___________________________
1
A broker non-vote occurs when a broker, bank or
other nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to the item and has not received voting instructions from the
beneficial owner of the shares it holds. Broker non-votes are counted when
determining whether the necessary quorum of stockholders is present or
represented at each annual meeting.
SIGNATURES
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 thereunto duly
authorized.
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ANDREA ELECTRONICS CORPORATION
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(Registrant)
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Date: October 27,
2017
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By:
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/s/ Corisa L. Guiffre
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Corisa L.
Guiffre
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Vice President
and Chief Financial Officer
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Andrea Electronics (CE) (USOTC:ANDR)
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