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): September 14, 2012

 

 

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.)

65 Orville Drive, Suite 1, 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))

 

 



 

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 September 14, 2012.

(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     12,647,025       13,979,650       26,175,949  
Gary A. Jones     6,745,680       19,880,995       26,175,949  
Louis Libin     6,744,680       19,881,995       26,175,949  
Joseph J. Migliozzi     12,713,175       13,913,500       26,175,949  
Jonathan D. Spaet     6,741,180       19,885,495       26,175,949  

2. The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified by the stockholders by the following vote:

 

 

 

 

 

 

Shares Voted For

  

Shares Voted Against

  

Abstentions

37,979,523

  

11,755,254

  

3,067,847

There were no broker non-votes on the proposal.


 


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: September 20, 2012

 

 

 

By:

 

/s/ Corisa L. Guiffre

 

 

 

 

 

 

Corisa L. Guiffre

 

 

 

 

 

 

Vice President and Chief Financial Officer





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