Envoy Medical (COCH) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 12, 2026, to vote on a reverse stock split and potential adjournment if needed.

• The reverse stock split aims to regain compliance with Nasdaq's $1.00 minimum bid price requirement and improve stock liquidity.

• Board has discretion to implement or abandon the reverse split at a ratio between 1-for-5 and 1-for-25 before December 31, 2026.

• Failure to approve the split may result in delisting from Nasdaq, impacting liquidity and financing options.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio of 1-for-5 to 1-for-25.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit proxies for Proposal 1.

• Board recommends voting FOR both proposals.

• Stockholder proposals for the 2027 Annual Meeting must be submitted between January 12 and February 11, 2027.

Board of directors and corporate governance

• Board retains full discretion to determine the timing and ratio of the reverse split or to abandon it if not in the best interests of the company.

• No officers or directors have a material interest in the proposals.

• Security ownership table discloses significant holdings by directors, executives, and major shareholders.