Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The annual meeting of shareholders of Andrea Electronics Corporation (the "Company") was held on October 4, 2022.

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



  1. The following individuals were elected as directors, to serve until the next
     annual meeting of shareholders by the following vote:



Name                    Shares       Votes       Broker
                      Voted For    Withheld    Non-Votes1
Douglas J. Andrea     11,405,188   3,187,421   21,432,265
Louis Libi1           12,889,562   1,703,047   21,432,265

Joseph J. Migliozzi 11,575,488 3,017,121 21,432,265 Jonathan D. Spaet 12,706,887 1,885,722 21,432,265





  2. The appointment of Marcum LLP as the Company's independent registered public
     accounting firm for the fiscal year ending December 31, 2022 was ratified by
     the shareholders by the following vote:



Shares Voted For   Shares Voted Against   Abstentions
   32,461,192           2,629,091           934,591

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
   10,916,126           2,892,970           783,513        21,432,265

___________________________

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 shareholders is present or represented at each annual meeting.

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