Envoy Medical (COCH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2025, to address director elections, auditor ratification, executive compensation, and an equity plan amendment.

• Only holders of Class A Common Stock as of April 10, 2025, are eligible to vote, with 21,326,619 shares outstanding.

• The Board recommends voting in favor of all proposals, including director elections, auditor ratification, executive compensation, and the equity plan amendment.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors, ratifying Grant Thornton LLP as auditor, approving executive compensation on an advisory basis, and amending the 2023 Equity Incentive Plan.

• Shareholders may submit proposals for the 2026 annual meeting between January 28 and February 27, 2026, with additional requirements for proxy access and universal proxy rules.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes with staggered terms; a majority are independent under Nasdaq rules.

• The Board has Audit, Compensation, and Nominating and Corporate Governance Committees, all composed of independent directors.

• The Board has adopted a Code of Ethics and Insider Trading Policy, and regularly reviews governance practices.

• The Board’s leadership structure separates the roles of Chairman and CEO.