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): October 6, 2016
ANDREA
ELECTRONICS
CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 1-4324 | 11-0482020 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 620 Johnson Avenue Suite 1B, Bohemia, New York 11716 | ||
| (Address of principal executive offices) (Zip Code) | ||
| (631) 719-1800 | ||
| (Registrant’s telephone number, including area code) | ||
| Not Applicable | ||
| (Former name or former address, if changed since last report) | ||
| ☐ | 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 5.07 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 6, 2016.
(b) The matters considered and voted on by the stockholders at the annual meeting and the vote of the stockholders were as follows:
| 1. | The following individuals were elected as directors, to serve until the next annual meeting of stockholders by the following vote: |
| Name | Shares Voted For |
Votes Withheld |
Broker Non-Votes | |||
| Douglas J. Andrea | 14,576,535 | 14,863,531 | 26,496,485 | |||
| Gary A. Jones | 14,547,175 | 14,892,891 | 26,496,485 | |||
| Louis Libin | 14,647,115 | 14,792,951 | 26,496,485 | |||
| Joseph J. Migliozzi | 14,666,175 | 14,773,891 | 26,496,485 | |||
| Jonathan D. Spaet | 14,647,175 | 14,792,891 | 26,496,485 |
| 2. | The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified by the stockholders by the following vote: |
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 52,661,561 | 2,453,769 | 821,221 |
| There were no broker non-votes on the proposal. | ||
| 3. | The vote on the non-binding resolution to approve the compensation of the named executive officers was as follows: | |
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 13,131,554 | 15,545,126 | 763,386 | 26,496,485 |
(c) Not applicable.
(d) Not applicable.
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.
| ANDREA ELECTRONICS CORPORATION | ||
| (Registrant) | ||
| Date: October 11, 2016 | By: | /s/ Corisa L. Guiffre |
| Corisa L. Guiffre | ||
| Vice President and Chief Financial Officer | ||