The disclosure set forth in Item 5.02 below is hereby incorporated by reference into this Item 1.01 as if fully set forth herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 10, 2019, electroCore, Inc. (the “Company”), announced that, in light of the results of the annual meeting of shareholders (the “Meeting”) of the Company, Frank Amato, Chief Executive Officer of the Company, offered his resignation to the board of directors (the “Board”). The Company and Mr. Amato entered into a Separation Agreement (the “Agreement”), pursuant to which he will remain as Chief Executive Officer and a member of the Board until the earlier of such time as a new chief executive officer is recruited and September 30, 2019, subject to extension by mutual agreement of the parties. The agreement also provides that at the effective date of Mr. Amato’s ultimate separation, he will receive the severance payments he is entitled to under the Company’s Executive Severance Policy in a lump sum payment. In addition, all options to purchase Company common stock (“Options”) and restricted stock units (“RSUs”) held by Mr. Amato will continue to vest and be exercisable and settled in accordance with the applicable agreements pursuant to which they were granted and provided Mr. Amato fulfills his obligations under the Agreement up to his separation date, all such grants will fully vest as of the separation date and all then-vested Options shall be exercisable until the one year anniversary of the separation date.
The forgoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form8-K and incorporated herein by reference.
On June 10, 2019 the Company issued a press release announcing the foregoing matters. A copy of the press release is furnished herewith as Exhibit 99.2 and incorporated by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 7, 2019, the Company held its annual meeting of shareholders. The total number of shares entitled to vote at the meeting was 29,443,156 and there were present at the meeting, in person or by proxy, 25,409,161 shares, which constituted a quorum for the Meeting. At the Meeting, the shareholders voted:
(1) to elect Francis R. Amato, Michael G. Atieh and Stephen L. Ondra to the board of directors for a three-year term of office expiring at the 2022 annual meeting of shareholders;
(2) to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2019; and
(3) to approve the Company’s 2019 Employee Stock Purchase Plan.
The final results of the shareholder votes at the Meeting are set forth below:
Proposal 1: Election of Directors
| | | | | | |
DIRECTOR | | FOR | | WITHHELD | | BROKERNON-VOTES |
| Francis R. Amato | | 6,246,183 | | 14,446,934 | | 4,716,044 |
| Michael G. Atieh | | 19,658,213 | | 1,034,904 | | 4,716,044 |
| Stephen L. Ondra | | 19,228,527 | | 1,464,590 | | 4,716,044 |
