electroCore (ECOR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 8, 2026, will be held virtually, with voting on three key proposals: election of directors, ratification of auditors, and a say-on-pay advisory vote.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact, with printed copies available upon request.

• Only stockholders of record as of July 10, 2026, are entitled to vote; 9,015,885 shares are outstanding and eligible.

• Forward-looking statements are included, cautioning about risks and uncertainties affecting future results.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors (Errico, Theofilos, Bonfiglioli) for terms expiring in 2029.

• Proposal 2: Ratify CBIZ CPAs P.C. as independent auditors for fiscal year 2026.

• Proposal 3: Approve, by non-binding advisory vote, named executive officer compensation.

• Board recommends voting FOR all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting; abstentions and broker non-votes affect outcomes as described.

Board of directors and corporate governance

• Board reduced from seven to six members after a resignation in 2026; directors are divided into three classes with staggered three-year terms.

• All directors are deemed independent under Nasdaq and SEC rules.

• Board has an independent chairman and three standing committees: audit, compensation, and nominating/governance.

• Board and committees met regularly in 2025, with high attendance and executive sessions held without management.

• Board skills matrix highlights expertise in governance, risk, technology, finance, and life sciences.

• Board diversity in age, tenure, and professional background is emphasized.