UNITED STATES
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SCHEDULE 14A
_________________________________
Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a
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(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a
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Envoy Medical, Inc.
______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a
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(i)(1) and 0
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934
(Name of Registrant as Specified in its Charter)
Envoy Medical,
INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF Envoy Medical, INC.:
Please Take Notice
that Envoy Medical, Inc. (“Envoy Medical” or the “Company”) will hold its 2024 Annual Meeting of Stockholders at Delta Hotels Minneapolis Northeast, 1330 Industrial Blvd NE, Minneapolis, Minnesota, on November 14, 2024 at 3:00 p.m. local time. Envoy Medical is holding this meeting for the purpose of considering and taking appropriate action with respect to the following:
1.
To elect two Class I director nominees named in the Proxy Statement to the Envoy Medical Board of Directors, to serve until the earlier of the 2027 annual meeting of stockholders, the election of such director’s successor, or such director’s death, resignation or removal;
2.
To ratify the appointment of Grant Thornton LLP as Envoy Medical’s independent registered public accounting firm for the year ending December 31, 2024;
3.
To approve, on an advisory basis, the Company’s named executive officer (NEO) compensation;
4.
To recommend, on an advisory basis, the frequency of votes on named executive officer compensation; and
5.
To transact any other business as may properly come before the meeting or any adjournments thereof, including matters incident to the conduct of the meeting.
Holders of record of Envoy Medical Class A Common Stock at the close of business on September 18, 2024 will be entitled to vote at the meeting or any adjournments thereof. Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement of the matters to be considered at the meeting. A copy of the Annual Report on Form 10
-K
for the year ended December 31, 2023 also accompanies this Notice.
By Order of the Board of Directors,
/s/ Chuck R. Brynelsen
Date: October 4, 2024
Chairman of the Board of Directors
Your vote is important. To vote your shares, please vote by telephone or Internet, as directed in the Proxy Statement, or if you received a proxy card or voting instruction form by mail, please complete, sign, date and mail the proxy card or voting instruction form promptly in the envelope provided. The prompt return of proxies will save Envoy Medical the expense of further requests for proxies.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER
14, 2024:
This Notice, the Proxy Statement, and the Annual Report on Form 10
-K
are available at
www.proxyvote.com
and on the Investor Relations section of Envoy Medical’s website at
ir.envoymedical.com
.
4875 White Bear Parkway
White Bear Lake, MN 55110
TO BE HELD ON November 14, 2024
Envoy Medical,
INC.
PROXY STATEMENT
2024 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Envoy Medical, Inc., a Delaware corporation (“Envoy Medical,” the “Company,” “we,” “our” or “us”), for use at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at Delta Hotels Minneapolis Northeast, 1330 Industrial Blvd NE, Minneapolis, Minnesota, at 3:00 p.m. local time on November 14, 2024.
Purposes of the Annual Meeting
The purposes of the Annual Meeting are:
1.
To elect two Class I director nominees named in the Proxy Statement to the Envoy Medical Board of Directors, to serve until the earlier of the 2027 annual meeting of stockholders, the election of such director’s successor, or such director’s death, resignation or removal;
2.
To ratify the appointment of Grant Thornton LLP as Envoy Medical’s independent registered public accounting firm for the year ending December 31, 2024;
3.
To approve, on an advisory basis, the Company’s named executive officer (NEO) compensation;
4.
To recommend, on an advisory basis, the frequency of votes on named executive officer compensation; and
5.
To transact any other business as may properly come before the meeting or any adjournments thereof, including matters incident to the conduct of the meeting.
Action may be taken on any one of the foregoing proposals on the date specified above for the Annual Meeting, or on any date or dates to which the Annual Meeting may be adjourned.
Notice and Access Delivery
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares are held in the name of a broker, bank, or other nominee (i.e., in “street name”). Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed on or about October 4, 2024 to our beneficial owners and stockholders of record who owned our Class A Common Stock at the close of business on September 18, 2024. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or to request a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.
You can choose to receive our future proxy materials electronically by visiting
www.proxyvote.com
. Your choice to receive proxy materials electronically will remain in effect until you instruct us otherwise by following the instructions contained in your Notice and visiting
www.proxyvote.com
, sending an email to sendmaterial@proxyvote.com, or calling 1
-800-579-1639
.
Solicitation
This solicitation is made by Envoy Medical, and Envoy Medical will pay the cost of soliciting proxies for the Annual Meeting. In addition to soliciting proxies by mail, we may solicit proxies personally or by telephone, email, facsimile or other means of communication by our directors, officers and employees. These persons will not specifically be
4875 White Bear Parkway
White Bear Lake, MN 55110
TO BE HELD ON November 14, 2024
1
compensated for these activities, but they may be reimbursed for reasonable out -of -pocket expenses in connection with this solicitation. We will not specifically engage any employees or paid solicitors for the purpose of soliciting proxies for the Annual Meeting. We will arrange with brokerage firms and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of shares held of record by these persons. We will reimburse these brokerage firms, custodians, nominees and fiduciaries for reasonable out -of -pocket expenses incurred by them in connection with this solicitation.
Record Date and Shares Outstanding
Only holders of record of our Class A Common Stock at the close of business on September 18, 2024 will be entitled to vote at the Annual Meeting or any adjournments thereof. As of September 18, 2024, there were 19,618,492 shares of our Class A Common Stock outstanding and entitled to vote. Each share of Class A Common Stock entitles the holder thereof to one vote upon each matter to be presented at the Annual Meeting.
If you are a stockholder of record, you may vote in person at the Annual Meeting, vote by proxy using the enclosed proxy card (if you received paper copies of the proxy materials), vote by proxy over the telephone, or vote by proxy over the Internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.
• To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.
• If you received paper copies of the proxy materials, to vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
• To vote over the telephone, dial toll -free 1 -800-690-6903 and follow the recorded instructions. Please have available the 16 -Digit Control Number from the enclosed proxy card, if you received one, or from your Notice. Your vote must be received by 11:59 p.m., Eastern Time (10:59 p.m., Central Time) on November 13, 2024, to be counted.
• To vote over the Internet, go to www.proxyvote.com to complete an electronic proxy card. Please have available the 16 -Digit Control Number from the enclosed proxy card, if you received one, or from your Notice. Your vote must be received by 11:59 p.m., Eastern Time (10:59 p.m., Central Time) on November 13, 2024, to be counted.
We are providing Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you may have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card to ensure that your vote is submitted to your broker. Alternatively, you may vote by telephone or over the Internet as instructed by your broker. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker. Follow the instructions from your broker included with these proxy materials or contact your broker to request a proxy form.
Quorum
A quorum, consisting of a majority of the outstanding shares of our Class A Common Stock entitled to vote at the Annual Meeting, must be present in person or by proxy before any action can be taken by the stockholders at the Annual Meeting. Abstentions and withheld votes are counted as present and entitled to vote for purposes of determining a quorum.
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, such shares may be voted by the broker on “routine” matters, which includes ratification of the appointment of our independent registered public accounting firm (Proposal 2). All other proposals in this Proxy Statement are considered “non -routine .” Your broker will not be able to vote your shares on non -routine matters being considered at the
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Annual Meeting unless you have given instructions to your broker prior to the Annual Meeting on how to vote your shares. When the broker does not obtain direction to vote the shares, the broker’s abstention is referred to as a “broker non -vote .” Broker non -votes will be considered present for quorum purposes at the Annual Meeting.
So long as a quorum is present at the beginning of the Annual Meeting, the stockholders present may continue to transact business until adjournment, even if enough stockholders have left the Annual Meeting to leave less than a quorum, and even if any stockholder present in person or by proxy refuses to vote or participate in the Annual Meeting. If the Annual Meeting is adjourned for any reason, the approval of the proposals may be considered and voted upon by stockholders at the subsequent reconvened meeting. All proxies will be voted in the same manner as they would have been voted at the original Annual Meeting except for any proxies that have been properly withdrawn or revoked.
Board Recommendation and Voting of Proxies
The Board recommends a vote:
• FOR the election of each of the two Class I director nominees (Proposal 1).
• FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 2).
• FOR the approval, on an advisory basis, of named executive officer compensation (Proposal 3).
• FOR the approval of the one -year recommendation, on an advisory basis, for the frequency of votes on named executive officer compensation (Proposal 4).
If you complete and submit your proxy before the Annual Meeting, the persons named as proxy agents will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the Board on all matters presented in this Proxy Statement. If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy agents will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.
Vote Required
For the election of directors, you have the option to vote “For” or “Withhold” authority to vote for any of the director nominees. Assuming a quorum is present, a plurality of the votes cast is required for the election of directors. This means that the two Class I director nominees with the most votes will be elected. If you “Withhold” authority to vote on any or all nominees, your vote will have no effect on the outcome of the election. If you hold your shares in “street name” and do not provide instructions to your broker, your broker will not have discretionary authority with respect to the proposal to elect directors and will therefore provide a “broker non -vote .” Since broker non -votes are not deemed votes cast, they will have no effect on the outcome of the election.
For the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm, you have the option to vote “For,” “Against” or “Abstain” from voting. Assuming a quorum is present, the affirmative vote of a majority of the shares of Class A Common Stock of Envoy Medical represented at the Annual Meeting, either in person or by proxy, and entitled to vote is required to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm. If you “Abstain” from voting with respect to this proposal, your shares will be counted as present and entitled to vote and your vote will have the same effect as a vote against the proposal. If you hold your shares in “street name” and do not provide instructions to your broker, your broker will have discretionary authority to vote your shares with respect to this proposal.
For the approval, on an advisory basis, of the compensation of our named executive officers, you have the option to vote “For,” “Against” or “Abstain” from voting. Assuming a quorum is present, the affirmative vote of a majority of the shares of Class A Common Stock represented at the Annual Meeting, either in person or by proxy, and entitled to vote is required to approve the compensation of our named executive officers. If you mark “Abstain” from voting with respect to this proposal, your shares will be counted as present and entitled to vote and your vote will have the
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same effect as a vote against the proposal. If you hold your shares in “street name” and do not provide instructions to your broker, your broker will not have discretionary authority to vote your shares with respect to this proposal and will therefore provide a “broker non -vote .” Since broker non -votes are not deemed present and entitled to vote on this proposal, they will have no effect on the outcome of the proposal. The vote on approval of the compensation of our named executive officers is an advisory vote, which means that the result of the vote is not binding on the Company, our Board or the Compensation Committee. To the extent there is any significant vote against our named executive officer compensation as disclosed in this Proxy Statement, the Board and the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.
For the recommendation, on an advisory basis, of the frequency of votes on named executive officer compensation, you have the option to vote for “One”, “Two”, “Three” years or “Abstain” from voting. Assuming a quorum is present, the alternative for the frequency of votes on named executive officer compensation receiving the greatest number of votes from the shares of our Class A Common Stock represented at the Annual Meeting, either in person or by proxy, and entitled to vote relative to the votes cast for the other alternatives will be deemed the alternative recommended by the stockholders. If you mark “Abstain” from voting with respect to this proposal, your vote will have no effect on the outcome of this proposal. If you hold your shares in “street name” and do not provide instructions to your broker, your broker will not have discretionary authority to vote your shares with respect to this proposal and will therefore provide a “broker non -vote .” Since broker non -votes are not deemed present and entitled to vote on this proposal, they will have no effect on the outcome of the proposal. The vote on approval of the frequency of votes on our named executive officer compensation is an advisory vote, which means that the result of the vote is not binding on the Company, our Board or the Compensation Committee.
Revocability of Proxies
Any person giving a proxy for the Annual Meeting has the power to revoke it at any time before it is voted. If you are a record holder of your shares, you may revoke your proxy in any one of the following ways: (1) sending a written notice of revocation dated after the date of the proxy to our Corporate Secretary, Envoy Medical, Inc., 4875 White Bear Parkway, White Bear Lake, MN 55110; (2) submitting a properly signed proxy with a later date; (3) submitting a new vote by telephone or Internet; or (4) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, in and of itself, constitute a revocation of a proxy.
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you must contact them in order to find out how to revoke your proxy.
Householding
The SEC has adopted rules that permit companies and brokers, banks and other nominees to satisfy the delivery requirements for proxy statements and annual reports, with respect to two or more stockholders sharing the same address and who do not participate in electronic delivery of proxy materials, by delivering a single copy of such documents addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
Brokers, banks and other nominees may be “householding” Company proxy materials. This means that only one copy of the proxy materials may have been sent to multiple stockholders in a household. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report from the other stockholder(s) sharing your address, please: (i) notify your broker, bank or other nominee, (ii) direct your written request to our Chief Financial Officer, Envoy Medical, Inc., 4875 White Bear Parkway, White Bear Lake, MN 55110, or (iii) contact us at (877) 900 -3277 . The Company will undertake to deliver promptly, upon any such oral or written request, a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of these documents was delivered. Stockholders who currently receive multiple copies of proxy materials at their address and would like to request householding of their communications should notify their broker, bank or other nominee, or contact us at the above address or phone number.
Other Business
Our Board currently has no knowledge of any matters to be presented at the Annual Meeting other than those referred to in this Proxy Statement. The solicited proxies give discretionary authority to the proxy agents named therein to vote in accordance with the recommendation of the Board if any other matters are presented.
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September 2023 Business Combination
On September 29, 2023, Envoy Medical consummated a business combination contemplated by the Business Combination Agreement, dated as of April 17, 2023 (as amended by Amendment No. 1, dated May 12, 2023, and Amendment No. 2 to Agreement and Plan of Merger, dated August 31, 2023, the “Business Combination Agreement”), by and among Anzu Special Acquisition Corp I (“Anzu”), Envoy Medical Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Anzu (“Merger Sub”), and Envoy Medical Corporation (“Legacy Envoy Medical”). Pursuant to the Business Combination Agreement, Merger Sub merged with and into Legacy Envoy Medical, with Legacy Envoy Medical as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Anzu, which changed its name to Envoy Medical, Inc. as part of such merger (the “Business Combination”).
The Business Combination constituted a change of control of Anzu (now Envoy Medical), with the historical owners of Legacy Envoy Medical acquiring control of Anzu at the closing of the Business Combination. Specifically, Glen Taylor, who is a member of our Board, may be deemed to control Envoy Medical as a result of his holding, directly and through entities he controls, approximately 52.5% of of our outstanding shares of Class A Common Stock as of September 15, 2024. The compensation paid for the shares of our Class A Common Stock acquired by the owners of Legacy Envoy Medical in the Business Combination was the exchange of their shares of common stock of Legacy Envoy Medical. Please see our Current Report on Form 8 -K filed with the SEC on October 5, 2023 for additional information regarding the Business Combination.
Unless the context indicates otherwise, references in this Proxy Statement to the “Company,” “Envoy Medical,” “we,” “us,” “our” and similar terms refer to Envoy Medical, Inc., a Delaware corporation formerly known as Anzu Special Acquisition Corp I, and its consolidated subsidiaries. “Legacy Envoy Medical” refers to Envoy Medical Corporation, the private Minnesota corporation that is now our wholly owned subsidiary. References to “Anzu” refer to Anzu Special Acquisition Corp I, our predecessor company prior to the consummation of the Business Combination.
FINANCIAL INFORMATION
Our Annual Report on Form 10 -K for the year ended December 31, 2023 as filed with the SEC, including, but not limited to, the balance sheets and the related statements of operations, changes in stockholders’ equity and cash flows for Envoy Medical as of and for the years ended December 31, 2023 and 2022 accompanies these materials. A copy of the 2023 Annual Report on Form 10 -K may be obtained without charge upon request to our Chief Financial Officer, Envoy Medical, Inc., 4875 White Bear Parkway , White Bear Lake, MN 55110. Our 2023 Annual Report on Form 10 -K is also available on our website at ir.envoymedical.com .
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our business and affairs are managed under the direction of our Board, which consists of seven members. Mr. Brynelsen serves as Chairman of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to the Company’s management. The Board meets on a regular quarterly basis and on an ad hoc basis as required.
In accordance with the terms of our Charter and Bylaws, the Board is divided into three classes with staggered three -year terms, as follows:
• The Class I directors are Michael Crowe and Mona Patel, and their term expires at the annual meeting of stockholders to be held in 2024 (or at the annual meeting of stockholders to be held in 2027 if they are elected at the current annual meeting);
• The Class II directors are Janis Smith -Gomez and Chuck R. Brynelsen, and their term will expire at the annual meeting of stockholders to be held in 2025; and
• The Class III directors are Glen A. Taylor, Brent T. Lucas and Susan J. Kantor, and their term will expire at the annual meeting of stockholders to be held in 2026.
Ms. Patel will be standing for reelection at the Annual Meeting following her election at the Special Meeting held to approve, among other matters, the Business Combination in September 2023. Mr. Crowe was appointed in June 2024 to fill a vacancy on the Board and has not previously stood for election. He was identified by the Nominating and Corporate Governance Committee through industry connections to another director.
At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. The authorized number of directors that shall constitute the Board will be determined exclusively by the Board. Any increase or decrease in the number of directors will be apportioned among the three classes so that, as nearly equal as practicable, each class will consist of one -third of the directors. No decrease in the number of directors constituting the Board will shorten the term of any incumbent director. Our directors may be removed, at any time, but only for cause and only by the affirmative vote of at least a majority of the total voting power of the outstanding shares of voting stock of the Company then entitled to vote at an election of directors.
Subject to applicable law and the Charter and subject to the rights of the holders of any series of preferred stock, any vacancy on the Board shall be filled only by the Board and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.
|
Name of Nomine e |
Age |
Class |
Position Held with Envoy Medical, Inc. |
Director Since |
||||
|
Michael Crowe |
60 |
Class I |
Director |
2024 |
||||
|
Mona Patel |
56 |
Class I |
Director |
2023 |
||||
|
Janis Smith-Gomez |
57 |
Class II |
Director |
2023 |
||||
|
Chuck R. Brynelsen |
68 |
Class II |
Director; Chairman of the Board |
2023 |
||||
|
Brent T. Lucas |
42 |
Class III |
Director; Chief Executive Officer |
2023 |
||||
|
Susan J. Kantor |
68 |
Class III |
Director |
2021 |
||||
|
Glen A. Taylor |
83 |
Class III |
Director; Chairman Emeritus |
2023 |
The Board has determined that each of Michael Crowe, Mona Patel, Janis Smith -Gomez , Chuck R. Brynelsen, and Susan J. Kantor qualifies as an independent director under the rules of the Nasdaq Stock Market (the “Nasdaq Listing Rules”). Accordingly, the Board is and will be composed of a majority of independent directors.
Set forth below with respect to each director (including the current Class I nominees) is such director’s principal occupation and business experience during at least the past five years, the names of other publicly -held companies for which such nominee serves or has served as a director during such period, and the experience, qualifications, attributes or skills that has led the Board to conclude that each nominee should serve as a director of the Company.
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Class I Director Nominees
Michael Crowe. Michael Crowe has decades of experience in the medical device industry with a focus on operations. Since March 2023, Mr. Crowe has served as Senior Vice President Operations for Bioventus LLC. Previously, he served as Vice President Operations for Abbott Vascular from January 2015 to March 2023. Mr. Crowe earlier served in similar roles for Caris Life Sciences, Covidien Devices, Johnson Johnson, Iomega Corporation, and SKF USA, Inc. Mr. Crowe earned a bachelor’s degree in engineering from the University of Louisville and an MBA from Duke University.
The Boad believes Mr. Crowe is qualified to serve a member of the Board due to his wide -ranging experience in the management and operations of multinational public companies in the medical device industry, including significant experience overseeing distribution, supply chain and sourcing, facilities, engineering, customer service, reimbursement services, and product launch, which the Board believes will be vital to the Company’s next stages of development.
Mona Patel. Mona Patel has served as a member of our Board since the closing of the Business Combination. Ms. Patel has over 30 years of experience with medical devices in marketing, market development, clinical education and mergers and acquisitions. Currently, Ms. Patel works as a strategic advisor for med -tech start -ups , through which she helps companies raise funding, understand market opportunities, and develop go -to -market plans. Previously, she was the Vice President of Marketing and Clinical Education at Boston Scientific in their neuromodulation division, where she helped build the start -up into a market leader with approximately $1 billion in sales. While at Boston Scientific, she introduced the first rechargeable spinal cord stimulator into the market, helped convert the market from non -rechargeable to rechargeable stimulators, and launched the first rechargeable deep brain stimulator for Parkinson’s disease. Prior to joining Boston Scientific, Ms. Patel worked in various positions at Guidant in marketing and business development, through which she acquired and licensed a portfolio of technologies that became the Guidant Cardiac and Vascular surgery division, including the acquisition of two med -tech start -ups . As a marketing leader, she drove the adoption of a new procedure, endoscopic vessel harvesting, to become the gold standard for cardiac surgery. She began her career as an engineer for Abbott Labs. Ms. Patel earned a BSE in Mechanical Engineering from the University of Michigan and an M.B.A. from the University of Pennsylvania, Wharton School of Business.
The Board believes Ms. Patel is qualified to serve on the Board due to her extensive background in the medical devices field and expertise in marketing and business development.
Class II and Class III Directors
Janis Smith -Gomez . Janis Smith -Gomez has served as a member of our Board since the closing of the Business Combination. Ms. Smith -Gomez has more than 30 years of experience in marketing and innovation, positioning global brands for growth and competitive advantage, contributing to her strong business acumen and stakeholder insights focus. From 2006 to 2022, Ms. Smith -Gomez held a variety of leadership positions at Johnson Johnson across medical devices and consumer health, where she focused on building brands, launch excellence and innovative marketing strategies for revenue and market share growth. In her most recent role at Johnson Johnson as the Vice President of Global Brand Experience, she led the brand identity efforts to evolve the $27 billion medical devices business into a leading patient -centered , customer -focused , digitally powered med -tech innovator. As the Vice President of U.S. Marketing for Ethicon LLC, a subsidiary of Johnson Johnson, from 2014 — 2018, Ms. Smith -Gomez returned the business to growth and strengthened customer engagement. Prior to working at Johnson Johnson, Ms. Smith -Gomez held the roles of Vice President of Marketing at Mars, Incorporated, Senior Director at Kraft Foods, and Director of Marketing at PepsiCo, Inc. Ms. Smith -Gomez started her career in consulting with Booz, Allen Hamilton and completed a summer internship with Procter Gamble. Ms. Smith -Gomez is currently a member of the board of trustees of several non -profit organizations, including the New York Academy of Medicine, Black Public Media, and the Vanderbilt University Parents and Family Association. She also previously served as a trustee for Kent Place School and Citymeals on Wheels. Ms. Smith -Gomez received her bachelor’s degree in Professional Option: Business and her M.B.A. from the University of Chicago.
The Board believes Ms. Smith -Gomez is qualified to serve on the board due to her extensive experience in the medical devices industry, her strategic planning expertise and her successful career as a senior executive, commercial leader and marketing strategist driving brand relevance and sustainable financial and operational performance.
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Chuck R. Brynelsen. Chuck R. Brynelsen has served as the Chairman of our Board since the closing of the Business Combination. Mr. Brynelsen has extensive experience in the medical device industry, including most recently serving as Senior Vice President and President of Abbott Vascular from 2017 to 2021. Since 2015 he has also been a Venture Partner of SpringRock Ventures, an investment firm that focuses on digital health, devices, services, oral health, SAAS, consumerization/ecommerce of healthcare, IT, wellness, HIPAA and other innovative companies improving general health. Mr. Brynelsen has also served on private companies’ boards of directors, including Alebra Technologies since 2010 and Neuspera Medical from 2022 to 2023. Mr. Brynelsen previously served as Senior Vice President and President of Medtronic Early Technologies from 2015 to 2016, as the Global President of Covidien Early Technologies from 2013 to 2015, and as the Chief Executive Officer of IntraPace from 2005 to 2012. Earlier in his career, Mr. Brynelsen held various commercial, corporate, international, and general management leadership roles across Medtronic from 1981 to 2005.
The Board believes Mr. Brynelsen is qualified to serve as a member of the Board due to his extensive experience in the management of a multinational public company in the medical device industry, including significant product development, clinical/regulatory, manufacturing, business development and strategic planning experience. He also provides valuable insights into operating in highly regulated global healthcare markets.
Brent T. Lucas. Brent T. Lucas has served as our Chief Executive Officer and a member of the Board since the closing of the Business Combination in September 2023. At the time of the Business Combination Mr. Lucas was the Chief Executive Officer (since 2015) and Board member of Envoy Medical Corporation (since 2016). Mr. Lucas brings over 15 years of experience in active implantables in the hearing health industry. He has served in various roles with Envoy Medical Corporation and gained a tremendous amount of specialized experience. He has served in various roles with Envoy Medical Corporation and gained a tremendous amount of specialized experience, working his way up from an intern to CEO. Mr. Lucas received his bachelor’s degree from the University of St. Thomas and Juris Doctor degree from the Mitchell Hamline School of Law.
The Board believes Mr. Lucas is qualified to serve as a member of the Board given his specialized experience and knowledge in the hearing and medical device industries as Legacy Envoy Medical’s Chief Executive Officer.
Susan J. Kantor. Susan J. Kantor has served as a member of our Board since March 2021. Ms. Kantor has experience leading international finance, tax, treasury, risk, compliance and technology enablement for global services organizations. She was an Advisory Partner for PwC from 2011 to 2016, a Partner and CFO Treasurer of PRTM Management Consultants from 1997 to 2011, and was previously a CFO/senior financial executive at corporate strategy and operations consulting firms Monitor Group and BCG, as well as Parexel International, a clinical research organization. She began her career in the audit practices at EY and PWC, where she provided audit services for over 12 years to privately held and publicly held companies across the industrial, life sciences and retail and consumer sectors. During her time at PRTM, she completed several successful MA transactions in the U.S. and abroad, including the sale PRTM’s global business to PwC in 2011. Ms. Kantor is currently on the board of Teknor Apex Company, a privately -held material science company and on the board and as Audit Committee Chair of Guest Services Inc., a privately held hospitality company. She received her bachelor’s degree from Grove City College in Accounting and Business Administration and her CPA in Massachusetts.
The Board believes Ms. Kantor is qualified to serve on the Board due to her extensive background and expertise in global financial and tax matters. Ms. Kantor qualifies as a “financial expert” and has served as the Chair of the Audit Committee since March 2021.
Glen A. Taylor. Glen A. Taylor has served as a member of our Board and Chairman Emeritus since the closing of the Business Combination. Mr. Taylor is the founder and chairman of Taylor Corporation, a global printing and communications company and one of the nation’s largest privately held companies. Among other investments, Mr. Taylor is owner of the Minnesota Star -Tribune , limited partner of Minnesota United FC and owner and chairman of Taylor Sports Group, Inc., the general partner of Minnesota Timberwolves Basketball Limited Partnership, which, in turn, owns the Timberwolves, Lynx, Iowa Wolves and T -Wolves Gaming. In addition, Mr. Taylor is a member (and former chair) of the Board of Governors of the National Basketball Association. Mr. Taylor served in the Minnesota State Senate from 1980 to 1990 and as Minority Leader from 1985 to 1988. Further, Mr. Taylor served as president of the YMCA, director of the Mankato Chamber of Commerce, director of the Greater Minnesota Corporation and the Minnesota Business Partnership, and served on the Minnesota State University Foundation Board of Directors.
8
Additionally, Mr. Taylor attended Harvard Graduate School of Business and earned his Bachelor of Science at Minnesota State University in Mankato. He has an honorary doctorate from Minnesota State University, received the Distinguished Alumni Award from Mankato State University, and is a Laureate of the Minnesota Business Hall of Fame.
The Board believes Mr. Taylor is qualified to serve on the Board due to his extensive background and expertise in developing, operating and leading successful businesses across a variety of industries.
Vote Required
Assuming a quorum is present, the affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of each Class I director.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
STOCKHOLDERS VOTE
FOR
THE CLASS I DIRECTOR NOMINEES NAMED ABOVE.
9
PROPOSAL NO. 2
Our Audit Committee has appointed Grant Thornton LLP (“Grant Thornton”), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2024.
Notwithstanding the appointment of Grant Thornton, and even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of our Company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of Grant Thornton as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Our Audit Committee is submitting the appointment of Grant Thornton to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance.
Envoy Medical has been advised that one or more representatives of Grant Thornton will be present at the Annual Meeting, will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.
If our stockholders do not ratify the appointment of Grant Thornton, the Audit Committee may reconsider the appointment.
Change in Auditor
Dismissal of WithumSmith+Brown, PC
On October 20, 2023, the Board dismissed WithumSmith+ Brown, PC (“Withum”), which served as Anzu’s independent registered public accounting firm prior to the Business Combination.
Withum’s reports on Anzu’s financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that each of Withum’s reports on the Anzu’s financial statements as of and for the fiscal years ended December 31, 2022 and 2021 contained an explanatory paragraph indicating that there was substantial doubt about Anzu’s ability to continue as a going concern. In addition, during the fiscal years ended December 31, 2022 and 2021, as well as during the subsequent interim period preceding the Dismissal Date, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S
-K
and related instructions) between Anzu and Withum with respect to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of Withum, would have caused Withum to make reference to the subject matter of the disagreement in its reports on Anzu’s financial statements with respect to such periods.
During the fiscal years ended December 31, 2022 and 2021, as well as during the subsequent interim period preceding the Dismissal Date, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S
-K
and the related instructions), except for material weaknesses as disclosed under (i) “Item 9A. Controls and Procedures” of each of Anzu’s (A) Annual Report on Form 10
-K
for the year ended December 31, 2022 and (B) Annual Report on Form 10
-K
for the year ended December 31, 2021 and (ii) “Item 4. Controls and Procedures” of each of the Company’s (A) Quarterly Report on Form 10
-Q
for the period ended June 30, 2023, (B) Quarterly Report on Form 10
-Q
for the period ended March 31, 2023, (C) Quarterly Report on Form 10
-Q
for the period ended June 30, 2022, (D) Quarterly Report on Form 10
-Q
for the period ended March 31, 2022, (E) Quarterly Report on Form 10
-Q
for the period ended September 30, 2021, (F) Quarterly Report on Form 10
-Q
for the period ended June 30, 2021 and (G) Quarterly Report on Form 10
-Q
for the period ended March 31, 2021.
The Company previously provided Withum with a copy of the disclosures regarding the dismissal reproduced in this Proxy Statement and requested and received a letter from Withum addressed to the SEC dated October 24, 2023, which was filed as Exhibit 16.1 to our Current Report on Form 8
-K
filed with the SEC on October 24, 2023, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
10
Appointment of Grant Thornton LLP
Effective October 20, 2023, the Board approved the engagement of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Grant Thornton LLP served as the independent registered public accounting firm for Legacy Envoy Medical prior to the Business Combination.
Grant Thornton, an independent registered public accounting firm, has audited the Company’s financial statements for the years ended December 31, 2023 and 2022. The Audit Committee appointed Grant Thornton as the Company’s independent registered public accounting firm for the year ending December 31, 2024 and has also reviewed and approved the scope and nature of the services to be performed for Envoy Medical by Grant Thornton. The engagement agreement entered into with Grant Thornton for 2024 is subject to mediation and arbitration procedures as the sole method for resolving disputes.
Ratification of the appointment of Grant Thornton as the Company’s independent registered public accounting firm is not required to be submitted to our stockholders for a vote. The Sarbanes -Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent registered public accounting firm. However, the Board is submitting this matter to the stockholders for ratification as a matter of good corporate governance.
If the appointment of Grant Thornton is not ratified by the stockholders at the Annual Meeting, the Audit Committee may reconsider whether to retain Grant Thornton, and may retain Grant Thornton or another firm without resubmitting the matter to the Company’s stockholders. Even if the stockholders vote in favor of ratification of the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and the stockholders.
Representatives of Grant Thornton regularly attend meetings of the Audit Committee. The Audit Committee pre -approves and reviews audit and non -audit services performed by Grant Thornton, as well as the fees charged by Grant Thornton for such services. In its pre -approval and review of non -audit service fees, the Audit Committee considers, among other factors, the possible effect of the performance of such services on Grant Thornton’s independence. To avoid potential conflicts of interest, publicly traded companies are prohibited from obtaining certain non -audit services, such as bookkeeping or actuarial services, from its independent registered public accounting firm. In 2023 and 2022, we did not obtain any of these prohibited services from Grant Thornton. For additional information concerning the Audit Committee and its relationship with Grant Thornton, see “Corporate Governance” and “Audit Committee Report” below.
Audit and Non-Audit Fees Billed to the Company by Independent Registered Public Accounting Firm
The following table summarizes the fees we were billed for audit and non -audit services rendered by Grant Thornton for 2023 and 2022.
|
For the Years Ended |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
December 31,
|
December 31,
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Audit Fees (1) |
$ |
1,048,603 |
$ |
100,360 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Audit-Related Fees |
$ |
— |
$ |
— |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Tax Fees (2) |
$ |
— |
$ |
8,520 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
All Other Fees |
$ |
— |
$ |
— |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total |
$ |
1,048,603 |
$ |
108,940 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Board Diversity Matrix |
||||||
|
As of October 4, 2024 |
||||||
|
Total Number of Directors |
7 |
|||||
|
Female |
Male |
Non-Binary |
||||
|
Part I: Gender Identity |
||||||
|
Directors |
3 |
4 |
0 |
|||
|
Part II: Demographic Background |
||||||
|
African American or Black |
1 |
0 |
0 |
|||
|
Alaskan Native or Native American |
0 |
0 |
0 |
|||
|
Asian |
1 |
0 |
0 |
|||
|
Hispanic or Latinx |
0 |
0 |
0 |
|||
|
Native Hawaiian or Pacific Islander |
0 |
0 |
0 |
|||
|
White |
1 |
4 |
0 |
|||
|
Two or More Races or Ethnicities |
0 |
0 |
0 |
|||
|
LGBTQ+ |
0 |
|||||
|
Did Not Disclose Demographic Background |
0 |
|||||
In addition, the board diversity rules require that our Board have at least one diverse director that self -identifies as female, LGBTQ+, and/or an underrepresented minority, and by September 29, 2026, two diverse directors (including at least one that self -identifies as female and another who self -identifies as female, LGBTQ+, and/or an underrepresented minority). If we do not meet these criteria, we will be required to disclose the reasons for non -compliance . We currently meet such requirement and intend to meet the requirements on the specified deadlines, provided that no assurances can be made that we will be able to attract and retain one or more directors meeting such requirements. Please note that the specific requirements and deadlines for the Nasdaq diversity rules vary depending on whether we continue to qualify as a smaller reporting company and the specific filing dates of the applicable proxy statement for our annual meetings, and as such, the preceding summary of the rules is subject to change from time to time.
20
BOARD OF DIRECTORS VACANCIES
Our Bylaws authorize only our Board to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our Board is permitted to be set only by a resolution adopted by our Board. These provisions prevent a stockholder from increasing the size of our Board and then gaining control of our Board by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our Board but promotes continuity of management.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Our stockholders may contact our Board, or any committee of our Board, by regular mail at Secretary, Envoy Medical, Inc., 4875 White Bear Parkway, White Bear Lake, MN 55110. All communications will be reviewed by management and, if appropriate to the duties and responsibilities of the Board, forwarded to the appropriate director or directors or to the full Board, as appropriate.
21
DIRECTOR COMPENSATION
The Company has approved and implemented a compensation program for its non -employee directors pursuant to which it pays its directors annual cash retainers for board and committee service. The Company also intends to grant an annual award to non -employee directors of shares of restricted stock. The details of this program have not yet been determined, but compensation under the program will be subject to the annual limits on non -employee director compensation set forth in the Envoy Medical, Inc. 2023 Equity Incentive Plan. All directors will also be reimbursed for their reasonable out -of -pocket expenses incurred while serving as directors.
The director compensation plan will be designed to attract and retain the most qualified individuals to serve on the Board in line with that of other public companies of a similar size. The Board, on the recommendation of our Compensation Committee, is responsible for reviewing and approving any changes to the directors’ compensation arrangements.
The table below sets forth the compensation paid to our non -employee directors during the fiscal year ended December 31, 2023. Other than as described below, none of our non -employee directors received any other compensation in the year ended December 31, 2023. Mr. Crowe was not a director during the year ended December 31, 2023.
|
Name |
Fees
|
Option
|
Other
|
Total
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Charles R. Brynelsen (3) |
$ |
25,000 |
$ |
99,167 |
— |
$ |
124,167 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Susan Kantor |
$ |
25,000 |
$ |
99,167 |
— |
$ |
124,167 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Mona Patel (3) |
$ |
10,000 |
$ |
39,667 |
— |
$ |
49,667 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Janis Smith-Gomez (3) |
$ |
10,000 |
$ |
39,667 |
— |
$ |
49,667 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Glen A. Taylor (3) (4) |
$ |
— |
|
— |
— |
$ |
— |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Class A Common Stock (2) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name of Beneficial Owner (1) |
Number of
|
Percentage of
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Five percent holders: |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Anzu SPAC GP I LLC (3) |
5,043,478 |
22.3 |
% |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Entities Affiliated with Meteora Capital, LLC (4) |
3,964,406 |
9.9 |
% |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Named Executive Officers and Directors: |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Brent T. Lucas (5) |
955,531 |
4.7 |
% |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
David R. Wells (6) |
152,735 |
* |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Charles R. Brynelsen (6) |
52,517 |
* |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Michael Crowe |
0 |
— |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Susan J. Kantor (7) |
57,552 |
* |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Mona Patel (8) |
18,021 |
* |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Janis Smith-Gomez (6) |
13,021 |
* |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Glen A. Taylor (9) |
12,659,614 |
57.6 |
% |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
All current directors and executive officers as a group (8 persons) (10) |
13,908,991 |
60.5 |
% |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name |
Age |
Positions |
||
|
Brent T. Lucas |
42 |
Chief Executive Officer; Director |
||
|
David R. Wells |
62 |
Chief Financial Officer |
For biographical information about Mr. Lucas, please refer to Proposal 1 entitled “Election of Directors.” Biographical information about Mr. Wells as follows:
David R. Wells, Chief Financial Officer
David R. Wells has served as our Chief Financial Officer since the closing of the Business Combination. He possesses over 30 years of experience in finance, operations and administrative positions. While mainly focused on medical and technology companies, Mr. Wells has also worked in the water treatment, supply -chain management, manufacturing and professional services industries. In December 2022 Mr. Wells joined the Board of Directors of Heart Test Laboratories, Inc. (dba ‘HeartSciences’, NASDAQ: HSCS), which is developing a cardiac device which seeks to bridge today’s “diagnostic gap” in cardiac care by providing effective front -line solutions that assist in the detection of heart disease in at -risk patients. From June 2021 to September 2022, Mr. Wells served as Chief Financial Officer of GHS Investments, LLC, a privately held “super value” fund focused on investing in small -to -mid cap companies. From June 2014 to June 2021 he served as the Chief Financial Officer of ENDRA Life Sciences (Nasdaq: NDRA), a publicly traded clinical diagnostics technology company. Mr. Wells directed ENDRA’s initial public offering and subsequently helped raise an additional $55 million across multiple transactions. Also, in June 2021 David founded Atlas Bookkeeping, LLC, a technology -based financial services firm that provides bookkeeping and reporting services for emerging growth and small cap public and privately held companies. Mr. Wells holds an MBA from Pepperdine University and a BS in Finance and Entrepreneurship from Seattle Pacific University.
25
EXECUTIVE COMPENSATION
The policies of the Company with respect to the compensation of its executive officers are administered by the Board in consultation with the Compensation Committee. We may also rely on data and analyses from third parties, such as compensation consultants, in connection with its compensation programs. We intend to design and implement programs to provide for compensation that is sufficient to attract, motivate and retain executives of the Company and potential other individuals and to establish an appropriate relationship between executive compensation and the creation of stockholder value.
For the year ended December 31, 2023, our named executive officers were Brent T. Lucas, our Chief Executive Officer, and David R. Wells, our Chief Financial Officer, and for the year ended December 31, 2022, our named executive officer was Brent T. Lucas, our Chief Executive Officer. As required by SEC rules, our named executive officers also include the following individuals who were former officers of Anzu until the closing of the Business Combination: Whitney Haring -Smith , who served as Chief Executive Officer, and Daniel Hirsch, who served as Chief Financial Officer. Neither of them received any employee compensation during the fiscal years ended December 31, 2023 or 2022 and, as a result, this section is focused on the compensation of our current named executive officers.
Summary Compensation Table
The following table sets forth information concerning the compensation of the named executive officers for the years ended December 31, 2023 and 2022.
|
Name and Principal Position |
Year |
Salary
|
Option
|
Nonequity
|
All Other
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Brent T. Lucas |
2023 |
$ |
303,658 |
$ |
1,395,866 |
|
— |
— |
$ |
1,699,524 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Chief Executive Officer and director |
2022 |
$ |
241,221 |
|
— |
$ |
24,075 |
— |
$ |
265,296 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
David R. Wells |
2023 |
$ |
118,239 |
$ |
465,289 |
|
— |
— |
$ |
583,528 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Chief Financial Officer |
2022 |
|
— |
|
— |
|
— |
— |
|
— |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Option Awards |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name |
Grant Date |
Number of
|
Number of
|
Option
|
Option
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Brent T. Lucas |
10/15/2023 |
672,030 |
(1) |
207,719 |
(1) |
$ |
2.40 |
10/15/2033 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
David R. Wells |
10/15/2023 |
0 |
|
293,250 |
(2) |
$ |
2.40 |
10/15/2033 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Plan category |
Number of
|
Weighted-
|
Number of
Equity compensation plans approved by security holders
2023 Equity Incentive Plan
1,300,256
(1)
$
2.40
2,699,744
(2)
2023 Employee Stock Purchase Plan
—
—
300,000
Equity compensation plans not approved by security holders
—
—
—
Total
1,300,256
$
2.40
2,999,744
____________
(1)
Represents options to purchase 1,300,256
shares of Class A Common Stock.
(2)
4,000,000
shares of Class A Common Stock have been authorized for issuance pursuant to awards under the 2023 Equity Incentive Plan, provided that until the Acclaim CI obtains FDA approval, the aggregate number of shares of Class A Common Stock that may be issued pursuant to awards under the Equity Incentive Plan will be 2,500,000
shares.
28
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that, during the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were timely complied with, other than Form 3 and Form 4 filed by Barclays PLC on March
31, 2023 in relation to the acquisition of Units to purchase Class A Ordinary Shares and Redeemable Warrants of Anzu acquired prior to the closing of the Business Combination.
29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as described below, since January 1, 2022, there were no related party transactions arising or existing requiring disclosure under applicable Nasdaq Listing Rules or SEC rules and regulations.
Envoy Medical Related Party Transactions
Debt Financings
On February 27, 2024, the Company issued a promissory note (the “
February Note
”) with a principal amount of up to $10,000,000 to GAT Funding, LLC (“
GAT
”), an entity controlled by Glen Taylor, who is a member of the Company’s board of directors and controlling stockholder of the Company. The February Note has a five
-year
term and matures on February 27, 2029. The principal amount drawn bears interest at a rate of 8.0% per annum and is paid quarterly in arrears after the second anniversary of the February Note. Interest will accrue and not be paid for the first two years of the term, and will compound and be added to the principal balance of the February Note on the first and second anniversary of the February Note. The Company may prepay the accrued interest and principal of the February Note without penalty, with 10 days’ notice. The Company drew $5,000,000 under the February Note on February 27, 2024, $2,500,000 on May 24, 2024, and $2,500,000 on July 22, 2024. The Company has not made any payments under the February Note, which has a $10,000,000 principal balance as of September 30, 2024.
As a commitment fee, the Company agreed to issue GAT warrants to purchase 250,000
shares of its Class A Common Stock for each $2,500,000 of principal funded under the February Note. The warrants have an exercise price equal to the closing price on the date of funding of the applicable tranche and a termination date as of the third anniversary of the initial closing under the February Note for all warrants. The Company has issued GAT warrants to purchase 500,000
shares of Class A Common Stock at an exercise price of $1.24 per share on February 27, 2024, warrants to purchase 250,000
shares of Class A Common Stock at an exercise price of $3.04 per share on May 24, 2024, and warrants to purchase 250,000
shares of Class A Common Stock at an exercise price of $2.25 per share on July 22, 2024.
On August 27, 2024, the Company issued an additional promissory note (the “
August Note
”) with a principal amount of up to $10,000,000 to GAT. The August Note has a five year term and matures on August 27, 2029. The principal amount drawn bears interest at a rate of 8.0% per annum and is paid quarterly in arrears after the second anniversary of the August Note. Interest will accrue and not be paid for the first two years of the term, and will compound and be added to the principal balance of the August Note on the first and second anniversary of the August Note. The Company may prepay the accrued interest and principal of the August Note without penalty, with 10 days’ notice. The Company drew $5,000,000 under the August Note on July 22, and $5,000,000 remains available to be drawn by the Company as needed. The Company has not made any payments under the August Note, which has a $5,000,000 principal balance as of September 30, 2024.
As a commitment fee, the Company agreed to issue GAT warrants to purchase 250,000
shares of its Class A Common Stock for each $2,500,000 of principal funded under the August Note. The warrant has an exercise price equal to the closing price on the date of funding of the applicable tranche and a termination date as of the third anniversary of the initial closing under the August Note for all warrants. The Company issued GAT warrants to purchase 500,000
shares of Class A Common Stock at an exercise price of $2.97 per share on August 27, 2024.
Subscription Agreement
On April 17, 2023, Anzu entered into the Subscription Agreement with Anzu SPAC GP I LLC (the “Sponsor”) pursuant to which the Company issued, and AICP III L.P., Anzu Industrial Capital Partners III, L.P. and Anzu Industrial Capital Partners III QP, L.P. (collectively, the “
PIPE Investors
”), each an affiliate of the Sponsor, purchased, concurrently with the closing of the Business Combination, an aggregate of 1,000,000 shares of Series A Preferred Stock in a private placement at a price of $10.00 per share for an aggregate purchase price of $10,000,000. The PIPE Investors have certain customary registration rights, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy
-back
rights, pursuant to the AR Registration Rights Agreement (as described below) with respect to shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.
30
Registration Rights and
Lock-Up
Agreement
On September 29, 2023, the Company, the Sponsor, certain former shareholders of Legacy Envoy Medical and certain other stockholders of Anzu entered into the Amended and Restated Registration Rights and Lock
-Up
Agreement (the “
AR Registration Rights Agreement
”) pursuant to which the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of our Class A Common Stock (including shares of Class A Common Stock issuable upon the exercise of Warrants and upon the conversion of shares of Series A Preferred Stock) and other equity securities of the Company that are held by parties thereto from time to time. In certain circumstances, various parties to the AR Registration Rights Agreement will also be entitled to customary demand and/or piggyback registration rights, in each case subject to certain limitations set forth in the AR Registration Rights Agreement. In addition, the AR Registration Rights Agreement provides that we will pay certain expenses relating to such registrations and indemnify the security holders against certain liabilities. The rights granted under the AR Registration Rights Agreement supersede any prior registration, qualification or similar rights of the parties with respect to the Company’s securities, and all such prior agreements have been terminated.
In addition, GAT and Glen Taylor agreed not to transfer their shares of our Class A Common Stock during the Lock
-Up
Period, as defined in the AR Registration Rights Agreement, except to certain permitted transferees, subject to the terms and conditions contemplated by the AR Registration Rights Agreement.
Indemnification Agreements
On September 29, 2023, in connection with the closing of the Business Combination and as contemplated by the Business Combination Agreement, the Company entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements provide the directors and executive officers with contractual rights to indemnification and advancement for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company’s request.
Pre-Business
Combination Anzu Related Party Transactions
Anzu Class B Common Stock
On December 30, 2020, the Sponsor purchased an aggregate of 7,187,500 shares of Anzu Class B Common Stock in exchange for a capital contribution of $25,000, or approximately $0.003 per share. On February 19, 2021, Anzu effected a stock dividend of 2,875,000 shares of Anzu Class B Common Stock to the Sponsor, resulting in the Sponsor and Anzu’s initial directors and officers at that time holding an aggregate of 10,062,500 shares of Anzu Class B Common Stock. In February 2021, the Sponsor transferred 25,000 shares of Anzu Class B Common Stock to each of Teresa A. Harris, Priya Cherian Huskins and Susan J. Kantor, certain of Anzu’s independent directors at that time, resulting in the Sponsor holding 9,987,500 shares of Anzu Class B Common Stock. On March 1, 2021, Anzu effected a stock dividend of 2,012,500 shares of Anzu Class B Common Stock to the Sponsor, resulting in the Sponsor and Anzu’s directors and officers at that time holding an aggregate of 12,075,000 shares of Anzu Class B Common Stock. The Anzu Class B Common Stock included an aggregate of up to 1,575,000 shares that were subject to forfeiture depending on the extent that the underwriters’ over
-allotment
option was exercised, so that the number of shares of Anzu Class B Common Stock would equal 20% of the issued and outstanding shares of Anzu’s common stock after Anzu’s initial public offering (the “IPO”). Prior to the initial investment in Anzu of $25,000 by the Sponsor, Anzu had no assets, tangible or intangible. The per share purchase price of the Anzu Class B Common Stock was determined by dividing the amount of cash contributed to Anzu by the aggregate number of shares of Anzu Class B Common Stock issued. On April 14, 2021, the Sponsor forfeited 1,450,000 shares of Anzu Class B Common Stock following the expiration of the unexercised portion of underwriters’ over
-allotment
option, resulting in 10,625,000 issued and outstanding shares of Anzu Class B Common Stock.
On August 1, 2022, the Sponsor transferred 25,000 shares of Anzu Class B Common Stock to each of Daniel J. Hirsch and Diane L. Dewbrey, certain of Anzu’s independent directors, resulting in the Sponsor holding 10,500,000 shares of Anzu Class B Common Stock. In addition, Mr. Hirsch, Ms. Huskins and Ms. Kantor each owns a less than 2% economic interest in the Sponsor.
31
Concurrently with the closing of the Business Combination, (i) the Sponsor forfeited 5,510,000 shares of Anzu Class B Common Stock, (ii) the Sponsor exchanged 2,500,000 shares of Class B Common Stock for 2,500,000 shares of Series A Preferred Stock in a private exchange offer, (iii) 2,490,000 shares of Anzu Class B Common Stock held by the Sponsor converted into 2,490,000 shares of Class A Common Stock, (iv) the Sponsor subsequently transferred an aggregate of 490,000 shares of Class A Common Stock to the Legacy Forward Purchasers and Extension Support Parties and (v) an aggregate of 125,000 shares of Anzu Class B Common Stock held by Anzu’s former independent directors converted into 125,000 shares of Class A Common Stock. The 4,298,913 shares of Class A Common Stock (assuming conversion of 2,500,000 shares of Series A Preferred Stock held by the Sponsor into 2,173,913 shares of Class A Common Stock) into which the remaining 4,625,000 shares of Anzu Class B Common Stock held by the Sponsor and Anzu’s former independent directors automatically converted in connection with the Business Combination, had an aggregate market value of approximately $16.8 million based upon the closing price of $3.91 per share of Class A Common Stock on the Nasdaq on March 27, 2024.
On March 1, 2021, in connection with the IPO, Anzu, the Sponsor and Anzu’s officers and directors entered into a letter agreement (the “
Letter Agreement
”) pursuant to which the Sponsor and Anzu’s officers and directors agreed, among other things, to certain transfer restrictions with respect to Private Placement Warrants, shares of Anzu Class B Common Stock and any shares of Class A Common Stock issued upon conversion or exercise thereof. On September 29, 2023, in connection with the closing of the Business Combination and as contemplated by the Business Combination Agreement, Anzu, the Sponsor and Anzu’s officers and directors entered into an amendment to the Letter Agreement (the “
Letter Agreement Amendment
”). The Letter Agreement Amendment provides that the shares of Class A Common Stock held by the parties to the Letter Agreement Amendment will be subject to the Lock
-Up
Period during which they have agreed, subject to certain restrictions, not to, directly or indirectly, sell, transfer or otherwise dispose of such shares of Class A Common Stock.
Private Warrants
Simultaneously with the consummation of the IPO, Anzu completed the private sale of an aggregate of 12,400,000 private warrants to the Sponsor at a purchase price of $1.00 per warrant, generating gross proceeds to Anzu, before expenses, of approximately $12,400,000. On April 14, 2021, simultaneously with the partial exercise of the underwriters’ over
-allotment
option, Anzu consummated the sale of an additional 100,000 private warrants, generating gross proceeds of $100,000. Concurrently with the closing of the Business Combination, the Sponsor forfeited all 12,500,000 outstanding private warrants pursuant to the Sponsor Support Agreement (as described below).
Anzu Related Party Notes
On December 30, 2020, Anzu issued an unsecured promissory note to the Sponsor, pursuant to which Anzu could borrow up to an aggregate principal amount of $300,000. The note was non
-interest
bearing and was payable on the earlier of (i) March 31, 2022 or (ii) the completion of the IPO. This loan was repaid upon completion of the IPO out of the offering proceeds that were not held in the Trust Account. The facility is no longer available.
In addition, on March 29, 2022, Anzu issued an unsecured promissory note to the Sponsor, pursuant to which the Sponsor provided $1,500,000 to Anzu as a working capital loan and on March 21, 2023, Anzu issued an unsecured promissory note to the Sponsor, pursuant to which the Sponsor provided $1,190,000 to Anzu as a working capital loan. Pursuant to the terms of the Sponsor Support Agreement, upon the closing of the Business Combination, the Sponsor waived its right to convert up to $1,500,000 of such loans that were convertible into warrants at a price of $1.00 per warrant at the option of the Sponsor, which would have been identical to the private warrants. Upon the closing of the Business Combination, the aggregate outstanding principal amount of $2,690,000 under the unsecured promissory notes was repaid to the Sponsor out of the proceeds of the Trust Account.
Administrative Services
Anzu paid an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of Anzu’s management team in a fixed amount of $40,521 per month. Anzu also paid consulting, success or finder fees to the Sponsor, officers, directors, initial stockholders or their affiliates in connection with the consummation of the Business Combination. Upon the closing of the Business Combination, the agreement terminated and Anzu ceased paying these monthly fees.
32
Diligence Services
Anzu agreed to pay or reimburse an affiliate of the Sponsor for certain fees and out
-of
-pocket
expenses incurred in connection with activities on Anzu’s behalf such as performing due diligence on suitable business combination opportunities. There were amounts of $873,290 and $958,429 accrued for such fees and expenses as of June 30, 2023 and December 31, 2022, respectively. Anzu incurred $54,971 and $142,411 of such fees and expenses for the three months ended June 30, 2023 and 2022, respectively. Anzu incurred $201,549 and $385,706 of such fees and expenses for the six months ended June 30, 2023 and 2022, respectively. On June 30, 2023, Anzu Partners LLC waived $286,688 of such accrued fees and expenses. Upon the closing of the Business Combination, the agreement terminated and Anzu ceased paying such fees and expenses.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement pursuant to which the Sponsor agreed, among other things, to vote to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby, to vote against any business combination proposal other than the Business Combination or other proposals that would impede or frustrate the Business Combination, to comply with the Business Combination Agreement’s prohibition on soliciting any alternative business combination transaction, in each case, subject to the terms and conditions of the Sponsor Support Agreement. In addition, upon the closing of the Business Combination, the Sponsor (i) forfeited 5,510,000 shares of Anzu Class B Common Stock, (ii) forfeited all 12,500,000 of the outstanding private warrants and (iii) exchanged 2,500,000 shares of Class B Common Stock for 2,500,000 shares of Series A Preferred Stock in a private exchange offer. The Sponsor has further agreed that any dividends arising from such Series A Preferred Stock held by the Sponsor shall accrue and not require timely payment at any time when the Company has less than $10,000,000 of net tangible assets. In addition, 1,000,000 shares of Class A Common Stock held by the Sponsor remain unvested and subject to forfeiture, and will vest upon the FDA’s approval of the Acclaim CI.
Legacy Envoy Medical Related Party Transactions
Convertible Debt Financing
On October 25, 2012, Legacy Envoy Medical entered into a Credit Agreement with GAT, which is an entity owned by Glen A. Taylor who was member of the Legacy Envoy Medical Board and is a current member of the Board, and who was a holder of more than 5% of Legacy Envoy Medical Common Stock and all of the outstanding shares of Legacy Envoy Medical Preferred Stock prior to the closing of the Business Combination. Pursuant to the terms of the Credit Agreement, Legacy Envoy Medical issued a convertible promissory note (the “
GAT Convertible Note
”), to GAT with a maximum aggregate principal amount of $64 million. The GAT Convertible Note provided for an interest rate of 4.5% and payment of principal and interest upon the maturity date of December 31, 2025. No payments of principal or interest were made on the GAT Convertible Note.
The Credit Agreement and the GAT Convertible Note were each amended from time to time to increase the principal amount Legacy Envoy Medical could have borrowed. Specifically, they were amended by the Third Amended and Restated Credit Agreement and Fourth Amended and Restated Convertible Promissory Note in July 2022 to increase the maximum principal amount to $64 million and by the Second Amended and Restated Credit Agreement and Third Amended and Restated Convertible Promissory Note in March 2021 to increase the maximum principal amount to $54 million. Legacy Envoy Medical’s obligations under the GAT Convertible Note were secured by a blanket lien against Legacy Envoy Medical’s assets.
Immediately prior to the consummation of the Merger, the outstanding principal and accrued interest under the GAT Convertible Note automatically converted into approximately 75.6 million shares of Legacy Envoy Medical Common Stock at a conversion price of $1.00 per share, which shares were subsequently exchanged for approximately 4.8 million shares of Class A Common Stock upon the closing of the Business Combination.
Legacy Envoy Medical Bridge Financing
Concurrently with the closing of the Business Combination, the Company, in exchange for the convertible promissory note, dated April 17, 2023, between Legacy Envoy Medical and GAT Funding, LLC (as amended to date, the “
Legacy Envoy Medical Bridge Note
”), issued 1,000,000 shares of Series A Preferred Stock to GAT, which
33
was equal to the outstanding principal of the Legacy Envoy Medical Bridge Note, plus accrued and unpaid interest, divided by $10.00. GAT has certain customary registration rights, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy
-back
rights, pursuant to the AR Registration Rights Agreement (as described above) with respect to shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.
Junior Notes
Legacy Envoy Medical was party to a junior convertible promissory note issued to Allen U. Lenzmeier Revocable Trust U/A dtd 11/29/2012 (the “
Lenzmeier Trust
”), of which Allen Lenzmeier, a former member of the Legacy Envoy Medical Board is a trustee and a beneficiary, in the principal amount of $500,000 (the “
Junior Note
”). The Junior Note provided for an interest rate of 4.5% per annum. Pursuant to an intercreditor agreement between the holder of the Junior Note and the holder of the GAT Convertible Note, payment of principal and interest on the Junior Note would have been made following repayment of amounts due under the GAT Convertible Note. No payments of principal or interest were made on the Junior Note.
Immediately prior to the consummation of the Business Combination, the outstanding principal and accrued interest under the Junior Note automatically converted into approximately 723,000 shares of Legacy Envoy Medical Common Stock at a conversion price of $1.00 per share, which shares were subsequently exchanged for approximately 46,000 shares of Class A Common Stock upon the closing of the Business Combination.
34
AUDIT COMMITTEE REPORT
Management is responsible for Envoy Medical’s financial reporting process, including the system of internal controls, and for preparing Envoy Medical’s financial statements in accordance with accounting principles generally accepted in the United States of America. Our independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. The Audit Committee’s responsibility is to monitor and review these processes. The members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by Envoy Medical’s management and the independent registered public accounting firm.
Following the completion of the Business Combination, the Audit Committee, consisting of Susan J. Kantor (Chair), Mona Patel, and Janis Smith
-Gomez
has held ten meetings. The meetings were designed to, among other things, facilitate and encourage communication among the Audit Committee, management and Envoy Medical’s independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”). The Audit Committee discussed with Grant Thornton the overall scope and plans for its 2023 audit. The Audit Committee met with Grant Thornton, with and without management present, to discuss the results of its examinations and its evaluations of Envoy Medical’s system of internal controls.
During the meetings held in 2023, the Audit Committee reviewed and discussed, among other things:
•
Envoy Medical’s financial statements, its Quarterly Reports on Form 10
-Q
, and any reports received from the independent registered public accounting firm;
•
recent accounting pronouncements and the Company’s significant accounting policies;
•
disclosure controls and procedures and internal controls over financial reporting; and
•
engagement of Envoy Medical’s independent registered public accounting firm.
In March 2024, the Audit Committee reviewed and discussed the 2023 audited financial statements and notes to the financial statements proposed for inclusion in the Company’s Annual Report on Form 10
-K
for the fiscal year ended December 31, 2023 with management and Grant Thornton, including a discussion of the application of accounting principles generally accepted in the United States, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee also met with management and Grant Thornton to review, discuss, and approve for filing the Company’s Quarterly Reports on Form 10
-Q
for the quarters ended September 30, 2023, March 31, 2024, June 30, 2024, including a discussion of the application of accounting principles generally accepted in the United States, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. Each meeting to review and discuss the Company’s Annual and Quarterly Reports included executive sessions in which the Audit Committee held discussions with Grant Thornton outside the presence of management.
The Audit Committee also has discussed with our independent registered public accounting firm the firm’s independence from management, including whether the provision of non
-audit
services is compatible with maintaining the firm’s independence, and matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by the Public Company Accounting Oversight Board regarding such firm’s communications with the Audit Committee concerning independence and has discussed with such firm its independence.
Based on this review and prior discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board that Envoy Medical’s audited financial statements be included in its Annual Report on Form 10
-K
for the fiscal year ended December 31, 2023 as filed with the SEC.
Audit Committee
Susan J. Kantor (Chair)
35
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for action by the stockholders at our next annual meeting, which will be our 2025 annual meeting, must satisfy the requirements set for in the advance notice provision under our Bylaws. To be timely submitted for our 2025 annual meeting, any such proposal must be delivered in writing to our Corporate Secretary at the principal executive offices of the Company between the close of business on July 17, 2025 and the close of business on August 16, 2025. If the date of the 2025 annual meeting is advanced more than 30 days prior to or delayed by more than 70 days after the first anniversary of the 2024 Annual Meeting, notice by the stockholder must be delivered not earlier than the close of business on the 120
th
day prior to the 2025 annual meeting and not later than the close of business on the later of the 90
th
day prior to the 2025 annual meeting or, if later, the 10
th
day following the day on which public announcement of the date of the 2025 annual meeting is first made. Notice sent to the Company must comply with the requirements set forth in the Company’s Bylaws. You are advised to review the Company’s Bylaws, and due to the complexity of the respective rights of the stockholders and the Company in this area, you are advised to consult with your legal counsel with respect to such rights.
In addition to satisfying the foregoing provisions of our Bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a
-9
under the Exchange Act no later than September 15, 2025, which is 60 days prior to the anniversary of the 2024 Annual Meeting.
In addition, any stockholder proposal intended to be included in the proxy statement for the 2025 annual meeting must also satisfy Rule 14a
-8
of the Exchange Act and be received no later than June 6, 2024. If the date of the 2025 annual meeting is moved by more than 30 days from the first anniversary of the 2024 Annual Meeting, then notice must be received within a reasonable time before we begin to print and send proxy materials.
By Order of the Board of Directors:
/s/ Brent T. Lucas
Chief Executive Officer, Director
Dated: October 4, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024
The Notice, this Proxy Statement, and the Annual Report on Form 10-K are available at
www.proxyvote.com
and on the Investor Relations section of Envoy Medical’s website at
ir.envoymedical.com
.
36
ENVOY MEDICAL, INC. DELTA HOTELS BY MARRIOTT MINNEAPOLIS NORTHEAST 1330 INDUSTRIAL BOULEVARD NE MINNEAPOLIS, MN 55413 SCAN TO VIEW MATERIALS VOTE w VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY V58013-Z88632 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date NOTE: Proposal 1 is to elect Michael Crowe and Mona Patel as Class I Directors to hold office until the earlier of the 2027 annual meeting of stockholders, the election of such director’s successor, or such director’s death, resignation or removal. 1. Election of Directors Nominees: 1a. Michael Crowe 1b. Mona Patel The Board of Directors recommends you vote FOR proposals 2 and 3: 2. To ratify the appointment of Grant Thornton LLP as Envoy Medical’s independent registered public accounting firm for the year ending December 31, 2024; 3. To approve, on an advisory basis, the Company’s named executive officer (NEO) compensation; and The Board of Directors recommends you vote 1 YEAR on proposal 4: 4. To recommend, on an advisory basis, the frequency of votes on named executive officer compensation. For Against Abstain The Board of Directors recommends you vote FOR the following: ENVOY MEDICAL, INC. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1 Year 2 Years 3 Years Abstain For Withhold
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and Form 10-K are available at www.proxyvote.com. V58014-Z88632 ENVOY MEDICAL, INC. ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 14, 2024 AT 3:00 PM THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, revoking all prior proxies, hereby appoints Brent T. Lucas and David R. Wells, or either of them, as proxy or proxies with full power of substitution and revocation, to vote all common shares of Envoy of record in the name of the undersigned at the close of business on September 18, 2024 at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on November 14, 2024 at 3:00 p.m., Central Time at the Delta Hotels by Marriott Minneapolis Northeast, or any adjournment or postponements thereof, upon matters listed below. I authorize the proxy to vote at his or her discretion may dictate on the transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponements thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side
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