Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 22, 2021, the Board of Directors of Andrea Electronics Corporation (the "Company") approved an amendment to Section 3.5 of its By-laws changing the Company's shareholders' meeting quorum requirement from "a majority of the shares then issued and outstanding" to "one-third of the vote of the shares."

A copy of the By-laws, as amended, is filed as Exhibit 3.1 to this Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

On October 21, 2021, the Company announced that the Company's 2021 Annual Meeting of Shareholders (the "Annual Meeting") was adjourned to November 19, 2021, due to a lack of a stockholder voting quorum on October 21, 2021.

(a) The reconvened annual meeting of stockholders of the Company was held on November 19, 2021.

(b) The matters considered and voted on by the stockholders at the reconvened annual meeting, and the vote of the stockholders, were as follows:

1. The following individuals were elected as directors, to serve until the next

annual meeting of stockholders by the following vote:





Name                      Shares             Votes             Broker
                        Voted For          Withheld          Non-Votes1
Douglas J. Andrea       14,477,533         7,861,506         13,120,462
Louis Libin             14,514,008         7,825,031         13,120,462
Joseph J. Migliozzi     14,549,646         7,789,393         13,120,462
Jonathan D. Spaet       14,574,696         7,764,343         13,120,462

2. The appointment of Marcum LLP as the Company's independent registered public


   accounting firm for the fiscal year ending December 31, 2021 was ratified by
   the stockholders by the following vote:



Shares Voted For     Shares Voted Against     Abstentions
   34,430,642              931,024              97,835

There were no broker non-votes on the proposal.

3. The vote on the non-binding resolution to approve the compensation of the named

executive officers was as follows:





Shares Voted For     Shares Voted Against     Abstentions     Broker Non-Votes1
   13,915,472             7,764,674             658,893          13,120,462


____________________

1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits.

Exhibit No.     Description
  3.1             Amended By-laws of Andrea Electronics Corporation
104             Cover Page Interactive Data File (embedded within the Inline XBRL document)

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