Current Report Filing (8-k)

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 4, 2022

ANDREA ELECTRONICS CORPORATION

(Exact name of registrant as specified in its charter)

New York		1-4324		11-0482020
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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)

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share		ANDR		OTC Bulletin Board

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 shareholders of Andrea Electronics Corporation (the “Company”) was held on October 4, 2022.

(b) The matters considered and voted on by the shareholders at the annual meeting, and the vote of the shareholders, were as follows:

The following individuals were elected as directors, to serve until the next annual meeting of shareholders by the following vote:

Name	Shares Voted For	Votes Withheld	Broker Non-Votes¹
Douglas J. Andrea	11,405,188	3,187,421	21,432,265
Louis Libi1	12,889,562	1,703,047	21,432,265
Joseph J. Migliozzi	11,575,488	3,017,121	21,432,265
Jonathan D. Spaet	12,706,887	1,885,722	21,432,265

The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the shareholders by the following vote:

Shares Voted For		Shares Voted Against		Abstentions
32,461,192		2,629,091		934,591

There were no broker non-votes on the proposal.

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-Votes¹
10,916,126		2,892,970		783,513		21,432,265

___________________________

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 shareholders 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.