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 based on market conditions and best interests of stockholders.

• If not approved, the company risks delisting from Nasdaq, impacting liquidity and financing options.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to authorize a reverse stock split at a ratio between 1-for-5 and 1-for-25, at the Board's discretion, any time before December 31, 2026.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit proxies or achieve quorum.

• Board recommends voting FOR both proposals.

• Stockholder proposals for the 2027 Annual Meeting must comply with advance notice and SEC rules.

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 matters to be voted upon.