Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The annual meeting of stockholders of Andrea Electronics Corporation (the "Company") was held on November 12, 2020.

(b) The matters considered and voted on by the stockholders at the 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 16,150,445 10,328,160 30,579,577 Louis Libin

             16,223,470     10,255,135     30,579,577

Joseph J. Migliozzi 16,232,455 10,246,150 30,579,577 Jonathan D. Spaet 16,188,795 10,289,810 30,579,577

Due to the unfortunate death of Gary A. Jones on October 12, 2020, any votes submitted with respect to his nomination were disregarded.

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


   accounting firm for the fiscal year ending December 31, 2020 was ratified by
   the stockholders by the following vote:



Shares Voted For     Shares Voted Against     Abstentions
   56,114,306              640,263              303,613

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
   15,037,040             10,746,952            694,613          30,579,577


____________________

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.

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