Envoy Medical (NASDAQ: COCH) holders back larger equity and stock purchase plans

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Envoy Medical, Inc. reported results of its 2026 Annual Meeting of Stockholders held on May 12, 2026. Stockholders approved amendments to the 2023 Equity Incentive Plan and the 2023 Employee Stock Purchase Plan.

The Equity Incentive Plan amendment authorizes an additional 6,000,000 shares of Class A Common Stock for awards, while the Employee Stock Purchase Plan amendment authorizes an additional 1,200,000 shares for employee purchases. Both amendments became effective upon stockholder approval.

Stockholders also elected Brent T. Lucas and Susan J. Kantor as directors, with each nominee receiving over 46.9 million votes "for" and modest withheld and broker non-vote totals, as detailed in the voting results.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Additional equity plan shares: 6,000,000 shares Additional ESPP shares: 1,200,000 shares Votes for Brent T. Lucas: 47,216,205 votes +3 more

6 metrics

Additional equity plan shares 6,000,000 shares Authorized for issuance under 2023 Equity Incentive Plan upon May 12, 2026 approval

Additional ESPP shares 1,200,000 shares Authorized for issuance under 2023 Employee Stock Purchase Plan upon stockholder approval

Votes for Brent T. Lucas 47,216,205 votes Director election at 2026 Annual Meeting, with 70,530 withheld and 655,966 broker non-votes

Votes for Susan J. Kantor 46,961,571 votes Director election at 2026 Annual Meeting, with 325,164 withheld and 655,966 broker non-votes

High-support proposal votes 47,933,597 for / 3,434 against One Annual Meeting matter with 5,670 abstentions reported in voting results

Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant for Class A Common Stock on Nasdaq

Key Terms

2023 Equity Incentive Plan, Employee Stock Purchase Plan, Annual Meeting of Stockholders, Broker Non-Votes, +2 more

6 terms

2023 Equity Incentive Plan financial

"an amendment to the Company’s 2023 Equity Incentive Plan (the “Equity Incentive Plan”) to authorize an additional 6,000,000 shares"

Employee Stock Purchase Plan financial

"an amendment to the Company’s 2023 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) to authorize an additional 1,200,000 shares"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Annual Meeting of Stockholders financial

"Envoy Medical, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

Broker Non-Votes financial

"Nominee: | | For: | | Withheld: | | Broker Non-Votes Brent T. Lucas | | 47,216,205 | | 70,530 | | 655,966"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Redeemable Warrants financial

"Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

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Understanding 8-K Material Events →

Available on EDGAR 05/18/2026 - 04:06 PM Accepted by SEC EDGAR 05/18/2026 - 04:05 PM

FAQ

What did Envoy Medical (COCH) stockholders approve at the 2026 Annual Meeting?

Stockholders approved amendments to Envoy Medical’s 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan. The changes add 6,000,000 shares for equity awards and 1,200,000 shares for employee stock purchases, expanding the company’s capacity to grant stock-based compensation and participation.

How many additional Envoy Medical (COCH) shares were added to the 2023 Equity Incentive Plan?

The amendment added 6,000,000 additional shares of Class A Common Stock to Envoy Medical’s 2023 Equity Incentive Plan. These shares are reserved for future stock-based awards such as options or restricted stock, supporting the company’s long‑term incentive and retention programs for directors, officers, and employees.

How many shares were added to Envoy Medical’s 2023 Employee Stock Purchase Plan?

The amendment to Envoy Medical’s 2023 Employee Stock Purchase Plan authorized an additional 1,200,000 shares of Class A Common Stock. These shares are designated for issuance to employees who participate in the purchase plan, allowing continued employee share purchases under the company’s established program.

When did the Envoy Medical equity and purchase plan amendments become effective?

Both the Equity Incentive Plan amendment and the Employee Stock Purchase Plan amendment became effective at the time of stockholder approval on May 12, 2026. The company’s board had previously approved each amendment, conditioned on receiving this stockholder approval at the 2026 Annual Meeting.

Were Envoy Medical director nominees elected at the 2026 Annual Meeting?

Yes. Director nominees Brent T. Lucas and Susan J. Kantor were elected at the meeting. Lucas received 47,216,205 votes for and 70,530 withheld, while Kantor received 46,961,571 votes for and 325,164 withheld, with 655,966 broker non‑votes reported for each nominee.

What were the overall voting results for Envoy Medical (COCH) proposals?

The disclosed proposals received strong support, with one item showing 47,933,597 votes for, 3,434 against, and 5,670 abstentions. Other proposals, including the plan amendments, similarly reported substantial "for" vote counts and limited opposition, along with 655,966 broker non‑votes where applicable.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

ENVOY MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40133

86-1369123

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4875 White Bear Parkway White Bear Lake, MN		55110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 900-3277

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	COCH	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	COCHW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2026, Envoy Medical, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved (the “Stockholder Approval”): (i) an amendment to the Company’s 2023 Equity Incentive Plan (the “Equity Incentive Plan”) to authorize an additional 6,000,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”), for issuance under the Equity Incentive Plan (the “Equity Plan Amendment”) and (ii) an amendment to the Company’s 2023 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) to authorize an additional 1,200,000 shares of Common Stock for issuance under the Employee Stock Purchase Plan (the “Purchase Plan Amendment”).

The Company’s Board of Directors approved each of the Equity Plan Amendment and the Purchase Plan Amendment subject to Stockholder approval at the Annual Meeting. Each of the Equity Plan Amendment and the Purchase Plan Amendment became effective at the time of Stockholder Approval.

Copies of the Equity Plan Amendment and Purchase Plan Amendment are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The material terms of the Equity Incentive Plan and Employee Stock Purchase Plan, as amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting:

The Company’s stockholders elected two Class III director nominees, Brent T. Lucas and Susan J. Kantor, to the Company’s Board of Directors to hold office until the earlier of the 2029 annual meeting of stockholders, the election of such director’s successor, or such director’s death, resignation or removal;

Stockholders ratified the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

Stockholders approved, on a non-binding and advisory basis, the compensation of the Company’s named executive officers;

Stockholders approved an amendment to the Equity Incentive Plan to authorize an additional 6,000,000 shares of Common Stock for issuance under such plan;

Stockholders approved an amendment to the Employee Stock Purchase Plan to authorize an additional 1,200,000 shares of Common Stock for issuance under such plan; and

Stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of warrants to purchase shares of the Common Stock, and the issuance of Class A Common Stock underlying such warrants, that were issued in a transaction that was completed on February 12, 2026.

The voting results for each such matter were as follows:

Election of directors:

Nominee:	For:	Withheld:	Broker Non-Votes:
Brent T. Lucas	47,216,205	70,530	655,966
Susan J. Kantor	46,961,571	325,164	655,966

Ratification of the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For:		Against:		Abstain:
47,933,597		3,434		5,670

Approval, on a non-binding and advisory basis, of the Company’s named executive officer compensation:

For:		Against:		Abstain:		Broker Non-Votes:
47,144,585		110,476		31,674		655,966

To approve an amendment to the Equity Incentive Plan.

For:		Against:		Abstain:		Broker Non-Votes:
46,609,864		624,758		52,113		655,966

To approve an amendment to the Employee Stock Purchase Plan.

For:		Against:		Abstain:		Broker Non-Votes:
47,152,146		86,804		47,785		655,966

Stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of warrants to purchase shares of the Common Stock and the issuance of Common Stock underlying such warrants, that were issued in a transaction that was completed on February 12, 2026.

For:		Against:		Abstain:		Broker Non-Votes:
47,217,476.89		42,625		26,634		655,966

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amended No. 1 to Envoy Medical, Inc. Amended and Restated 2023 Equity Incentive Plan
10.2		Amended No. 1 to Envoy Medical, Inc. 2023 Employee Stock Purchase Plan
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENVOY MEDICAL, INC.

May 18, 2026	By:	/s/ Brent T. Lucas
		Brent T. Lucas
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents