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ELECTROCORE, INC.

(ECOR)
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ELECTROCORE, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

06/16/2021 | 04:14pm EDT

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 11, 2021, electroCore, Inc. (the "Company") held its annual meeting of shareholders (the "Meeting"). The total number of shares entitled to vote at the Meeting was 48,540,684 and there were present, in person or by proxy, 28,583,755 shares, which constituted a quorum for the Meeting. The matters voted upon and the results of the vote were as follows:

Proposal 1: Approval and adoption of amendments to the Company's Certificate of Incorporation to declassify the board

A proposal to approve and adopt amendments to the Company's Certificate of Incorporation to declassify the Board of Directors (the "Board") and make related changes 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 two-thirds of the outstanding shares entitled to vote at the Meeting. Although 98.16% of the shares voted at the Meeting were voted in favor of this proposal, only 29.47% 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:



                                   BROKER
   FOR       AGAINST   ABSTAIN   NON-VOTES
14,307,129   268,780   164,278   13,843,568



Proposal 2: Election of three Class III Directors to the Board for a three-year term of office expiring at the 2024 Annual Meeting of Stockholders (if Proposal Number 1 is not approved), or for a two-year term of office expiring at the 2023 Annual Meeting of Stockholders (if Proposal Number 1 is approved).

The following directors were elected to a three-year term of office expiring at the 2023 Annual Meeting of Stockholders:



                         FOR            FOR         WITHHELD       WITHHELD
NOMINEE                  (#)            (%)            (#)           (%)        BROKER NON-VOTES
Peter Cuneo           12,518,141       84.93%       2,222,046       15.07%            13,843,568
Thomas J. Errico,
M.D.                  12,962,401       87.94%       1,777,786       12.06%            13,843,568
John P. Gandolfo      14,615,459       99.15%         124,728        0.85%            13,843,568





Proposal 3: 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, 2021 was adopted with the votes shown:


                                  BROKER
   FOR       AGAINST   ABSTAIN   NON-VOTES
28,240,091   284,188   59,476       n/a





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© Edgar Online, source Glimpses

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