electroCore, Inc.
For the period ended Jul 20, 2026. Filed Jul 20, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 20, 2026 · Filed Jul 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
electroCore, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Tuesday, September 8, 2026
Dear Stockholder:
The Annual Meeting of Stockholders of electroCore, Inc. (the “Company”, “we” or “us”), will be held virtually via the internet at www.virtualshareholdermeeting.com/ECOR2026, on Tuesday, September 8, 2026 at 9:00 a.m. Eastern Time for the following purposes:
| 1. | To elect three Class II directors to the Board for a three-year term of office expiring at the 2029 annual meeting of stockholders; |
| 2. | To ratify the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3. | To approve, by non-binding advisory vote, the resolution approving named executive officer compensation. |
These items of business are more fully described in the Proxy Statement that accompanies this Notice or which is available at the website listed in this Notice. All stockholders are invited to attend the Annual Meeting. The record date for the Annual Meeting is July 10, 2026. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting.
The 2026 Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast on the internet. No physical meeting will be held.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’
Meeting to Be Held on September 8, 2026 at 9:00 a.m. Eastern Time virtually via the internet at
www.virtualshareholdermeeting.com/ECOR2026:
The Notice of Meeting, the Proxy Statement and our Annual Report on Form 10-K
are available at www.proxyvote.com.
By Order of the Board of Directors,
Thomas J. Errico, M.D.
Chairman of the Board
Rockaway, New Jersey
July 20, 2026
You are cordially invited to attend the virtual Annual Meeting. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares by following the instructions for voting on the notice and access card, as described in this proxy statement. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 7 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 11 |
| PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS | 16 |
| PROPOSAL 3 - NON-BINDING ADVISORY VOTE ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION | 18 |
| EXECUTIVE OFFICERS | 19 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 21 |
| EXECUTIVE COMPENSATION | 21 |
| PAY VERSUS PERFORMANCE | 28 |
| DIRECTOR COMPENSATION | 30 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 32 |
| TRANSACTIONS WITH RELATED PERSONS | 32 |
| HOUSEHOLDING OF PROXY MATERIALS | 34 |
| ADDITIONAL INFORMATION | 34 |
| NEXT YEAR’S ANNUAL MEETING | 34 |
| OTHER MATTERS | 35 |
Forward-Looking Statements
This Proxy Statement contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent our expectations or beliefs concerning future events. All statements other than statements of historical facts contained in this Proxy Statement, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. These forward-looking statements rely on assumptions and involve risks and uncertainties, many of which are beyond our control, including, but not limited to, factors detailed in this Proxy Statement and under Part I, “Item 1A. Risk Factors” and in other sections of our most recent Annual Report on Form 10-K and in our other subsequent filings with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on its behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to update or revise any forward-looking statement.
200 Forge Way, Suite 205
Rockaway, NJ 07866
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on September 8, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.