Envoy Medical Inc

1. 1

   Delegation of Authority for Reverse Stock Split

   ManagementBoard: FOR

   Approve an amendment to the Certificate of Incorporation authorizing the Board, in its discretion, to effect one or more reverse stock splits of the Class A Common Stock at an aggregate ratio ranging from 1-for-5 to 1-for-25, on or before December 31, 2026, without further stockholder approval.

   More detail

   Proposal 1 asks stockholders to amend the Certificate of Incorporation to give the Board discretionary authority to conduct one or more reverse splits of the Class A Common Stock. The permitted aggregate ratio would range from 1-for-5 to 1-for-25, with implementation allowed through December 31, 2026. The Board, rather than stockholders, would select the final ratio based on Nasdaq compliance needs, the pre-split trading price, expected post-split price stability, liquidity, market conditions, and capitalization. The primary objective is to restore compliance with Nasdaq Listing Rule 5550(a)(2), after the Company received deficiency notices and obtained an extension through November 16, 2026. Management also states that a higher share price could improve marketability, attract institutional investors, reduce penny-stock concerns, preserve access to Form S-3 shelf registration, and facilitate future financing. The split would reduce outstanding shares proportionally without changing authorized share capital, par value, or stockholders’ percentage ownership, subject to fractional-share cash payments and adjustments to warrants, equity awards, and the ESPP. The Board may elect not to implement the split if the stock price recovers or if abandonment is otherwise deemed in the Company’s best interests, and the authority terminates if not used within the applicable period. Management acknowledges risks including post-split price declines, reduced liquidity, odd-lot ownership, lower market capitalization, further Nasdaq compliance problems, and potential dilution from the larger pool of authorized but unissued shares. The Board recommends voting FOR because it views the authorization as an important tool to maintain the Nasdaq listing and support the Company’s financing and operating strategy.

2. 2

   Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the special meeting to a later date if necessary to solicit additional proxies for the reverse stock split proposal or to establish a quorum.

   More detail

   Proposal 2 asks stockholders to authorize one or more adjournments of the Special Meeting if additional time is needed. The stated purposes are to solicit more proxies supporting the Reverse Stock Split Proposal or to establish a quorum. An adjournment would allow the Company to continue seeking votes rather than immediately ending the meeting without action on the reverse split. Stockholders who have already submitted proxies would retain the ability to revoke them before the proxies are used. Approval requires, assuming a quorum, the affirmative vote of a majority of the shares represented and entitled to vote at the meeting. The proposal is procedural and does not itself authorize a reverse stock split or change the terms of Proposal 1. It is intended to preserve the Board’s ability to obtain a valid vote on the principal Nasdaq-compliance measure. The Board unanimously recommends voting FOR the proposal because additional solicitation may be necessary to secure sufficient support or a quorum. The proxy statement states that no routine matters are expected and that broker non-votes will not be deemed present and entitled to vote on the proposals.

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When is the Envoy Medical Inc 2026 special meeting?

Envoy Medical Inc (COCH) holds its 2026 special shareholder meeting on Monday, October 12, 2026.

What is the record date for the Envoy Medical Inc 2026 meeting?

The record date for the Envoy Medical Inc 2026 meeting is Wednesday, August 19, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Envoy Medical Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Envoy Medical Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.