Envoy Medical, Inc. appointed Brent Lucas as new CEO

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


Election of Directors and Appointment of Officers


On the Closing Date, each of Brent Lucas, Charles Brynelsen, Whitney Haring-Smith, Susan J. Kantor, Mona Patel, Janis Smith-Gomez and Glen A. Taylor were elected as directors of the Company, with Charles Brynelsen appointed as chairman of the board of directors (the "Board"), and Brent Lucas was appointed to serve as the Chief Executive Officer and David R. Wells was appointed to serve as the Chief Financial Officer, in each case, effective upon the completion of the Business Combination. Biographical information with respect to such individuals is set forth in the section entitled "Executive Officers and Directors After the Business Combination" beginning on page 225 of the Proxy Statement/Prospectus and is incorporated herein by reference.


Departure of Directors and Certain Officers 


Effective upon the Closing Date, each of Diane Dewbrey, Daniel Hirsch and Priya Cherian Huskins resigned as directors of Anzu, and Charles Brynelsen replaced Whitney Haring-Smith as chairman of the Board, although Dr. Haring-Smith will continue as a director of the Company. Effective upon the Closing Date, each of Whitney Haring-Smith and Daniel Hirsch resigned as executive officers of Anzu. 


Envoy Medical, Inc. Equity Incentive Plan 


At the Special Meeting, Anzu's stockholders considered and approved the Envoy Medical, Inc. 2023 Equity Incentive Plan (the "Incentive Plan"). The Incentive Plan had been previously approved, subject to stockholder approval, by the Board on April 17, 2023. The Incentive Plan became effective as of the Closing Date. 


The information set forth in the section entitled "Proposal No. 6 - The New Envoy Incentive Plan Proposal" beginning on page 105 of the Proxy Statement/Prospectus is incorporated herein by reference. The foregoing description of the Incentive Plan and the information incorporated by reference in the preceding sentence does not purport to be complete and is qualified in its entirety by the terms and conditions of the Incentive Plan, which is filed as Exhibit 10.22 to this Current Report and is incorporated herein by reference.


Envoy Medical, Inc. Employee Stock Purchase Plan


At the Special Meeting, Anzu's stockholders considered and approved the Envoy Medical, Inc. 2023 Employee Stock Purchase Plan (the "ESPP"). The ESPP had been previously approved, subject to stockholder approval, by the Board on April 17, 2023. The ESPP became effective as of the Closing Date.


The information set forth in the section entitled "Proposal No. 7 - 2023 New Envoy Employee Stock Purchase Plan Proposal" beginning on page 113 of the Proxy Statement/Prospectus is incorporated herein by reference. The foregoing description of the ESPP and the information incorporated by reference in the preceding sentence does not purport to be complete and is qualified in its entirety by the terms and conditions of the ESPP, which is filed as Exhibit 10.23 to this Current Report and is incorporated herein by reference.


Compensatory Arrangements for Directors and Executive Officers


The information set forth in the sections entitled "Executive Officers and Directors After the Business Combination - Director Compensation" on page 231 of the Proxy Statement/Prospectus and "Executive and Director Compensation" beginning on page 233 of the Proxy Statement/Prospectus is incorporated herein by reference.


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