UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 2, 2022, electroCore, Inc. (the “Company”) held its annual meeting of shareholders (the “Meeting”). The total number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company entitled to vote at the Meeting was 71,176,934 and there were present, in person or by proxy, 36,574,888 shares of Common Stock, which constituted a quorum for the Meeting. The matters voted upon and the results of the vote were as follows:
Proposal 1: Election of three Class I Directors to the Board of Directors for a three-year term of office expiring at the 2025 Annual Meeting of Stockholders.
The following directors were elected to a three-year term of office expiring at the 2025 Annual Meeting of Stockholders:
| NOMINEE |
FOR
(#)
|
FOR
(%)
|
WITHHELD
(#)
|
WITHHELD
(%)
|
BROKER NON-VOTES | |||||||||||||||
| Daniel S. Goldberger | 14,985,389 | 83.01% | 3,066,616 | 16.99% | 18,522,883 | |||||||||||||||
| Patricia Wilber | 15,873,966 | 87.93% | 2,178,039 | 12.07% | 18,522,883 | |||||||||||||||
| Julie A. Goldstein | 15,873,271 | 87.93% | 2,178,734 | 12.07% | 18,522,883 | |||||||||||||||
Proposal 2: Ratification of Appointment of Marcum LLP as Independent Registered Public Accounting Firm
A proposal to ratify the selection of Marcum LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022 was adopted with the votes shown:
| FOR | AGAINST | ABSTAIN |
BROKER NON-VOTES | |||
| 33,407,086 | 2,504,047 | 663,755 | n/a |
Proposal 3: Amendment to the Company’s Certificate of Incorporation to Authorize a Reverse Split Amendment
A proposal to amend the Certificate of Incorporation of the Company to effect a reverse stock split of the Common Stock at a ratio to be determined by the Board of Directors within a range of one-for-5 to one-for-50 (or any whole number in between), did not receive a sufficient number of votes from stockholders to be approved. In order to be approved, this proposal required the affirmative vote of at least majority of the outstanding shares entitled to vote at the Meeting. Although 79.14% of the shares voted at the Meeting were voted in favor of this proposal, only 40.67% of the total number of shares outstanding at the record date and entitled to vote were voted in favor of the proposal. The vote totals were as follows:
| FOR | AGAINST | ABSTAIN |
BROKER NON-VOTES | |||
| 28,945,015 | 7,483,804 | 146,069 | n/a |
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 hereunto duly authorized.
| electroCore, Inc. | |
| December 5, 2022 |
/s/ Brian M. Posner |
| Brian M. Posner | |
| Chief Financial Officer |