UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K/A

 

AMENDMENT NO. 1 TO

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 26, 2015

 

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)

 

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))

 


EXPLANATORY NOTE

This Amendment No. 1 to the Form 8-K filed on October 29, 2015 by Andrea Electronics Corporation (the “Company”) is being filed to revise the narrative to the table included in Section (b)(3) of Item 5.07.
 
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 26, 2015.

(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:

      Shares Votes Broker
Name      Voted For      Withheld      Non-Votes
  Douglas J. Andrea 12,214,483 15,204,334   29,070,248
Gary A. Jones 12,304,733   15,114,084 29,070,248      
  Louis Libin   12,317,633 15,101,184 29,070,248  
Joseph J. Migliozzi 12,314,983 15,103,834 29,070,248
Jonathan D. Spaet 12,305,033 15,113,784 29,070,248

2. The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified by the stockholders by the following vote:

Shares Voted For      Shares Voted Against      Abstentions
55,649,082 579,290 260,693

There were no broker non-votes on the proposal.

3. The shareholders voted against the non-binding resolution to approve the compensation of the named executive officers by the following vote:

Shares Voted For        Shares Voted Against      Abstentions      Broker Non-Votes
11,267,854 15,883,126 267,837 29,070,248

(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: November 12, 2015 By:  /s/ Corisa L. Guiffre
  Corisa L. Guiffre
Vice President and Chief Financial Officer