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

At the AtriCure, Inc. (the "Company") Annual Meeting of Stockholders which was held on May 25, 2022, the stockholders of the Company approved the AtriCure, Inc. 2014 Stock Incentive Plan Amended and Restated as of May 25, 2022 (the "2014 Plan"). The 2014 Plan was previously approved and amended to increase the number of shares available by the Board of Directors subject to stockholder approval. The 2014 Plan was amended to increase the number of shares of common stock available for issuance under it from 5,250,000 to 6,350,000.

The objectives of the 2014 Plan are to provide long-term incentives to those persons with responsibility for the success and growth of the Company, to motivate participants to achieve the long-term success and growth of the Company, to provide a vehicle to tie a significant portion of compensation to the long-term performance of the Company's shares, to enable the Company to attract and retain skilled and qualified officers, other employees, directors and consultants who are expected to contribute to the Company's success in a competitive market for such individuals, to facilitate ownership of the Company's shares and to align the personal interests of officers, employees and others in the Company's long-term growth and profitability with the interests of the Company's stockholders. The 2014 Plan is an "omnibus" stock plan that provides for a variety of equity award vehicles to maintain flexibility. The 2014 Plan permits the grant of stock options, stock appreciation rights, restricted share awards, restricted share units and unrestricted share awards. The 2014 Plan does not permit the re-pricing of options or stock appreciation rights without the approval of stockholders and does not contain an "evergreen" provision to automatically increase the number of shares issuable under the 2014 Plan, except for certain adjustments resulting from stock splits and other specified events.

The foregoing summary of the 2014 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 Plan filed as an exhibit to this report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The stockholders of the Company voted on four items at the Annual Meeting of Stockholders held on May 25, 2022:

1.The election of nine directors to serve one-year terms expiring at the 2023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified;

2.A proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022;

3.The approval of an amendment to the AtriCure, Inc. 2014 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,100,000; and

4.An advisory vote on the compensation of the Company's named executive officers as disclosed in the proxy statement.

The nominees for director were elected based upon the following votes:



      Director Nominees          For         Against     Abstain     Broker Non-Votes
      Michael H. Carrel       39,816,614    1,331,581    53,978         2,156,025
      Mark A. Collar          40,320,568     825,966     55,639         2,156,025
      Regina E. Groves        40,706,059     445,373     50,741         2,156,025
      B. Kristine Johnson     39,517,265    1,634,160    50,748         2,156,025
      Karen N. Prange         40,682,019     467,853     52,301         2,156,025
      Deborah H. Telman       41,130,079     19,793      52,301         2,156,025
      Sven A. Wehrwein        40,699,449     447,184     55,540         2,156,025
      Robert S. White         40,702,372     444,190     55,611         2,156,025
      Maggie Yuen             41,129,458     20,413      52,302         2,156,025

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The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 received the following votes:



                         For:                   42,797,787
                         Against:                  510,460
                         Abstain:                   49,951
                         Broker Non-Votes:               0

The approval of an amendment to the AtriCure, Inc. 2014 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,100,000 received the following votes:



                         For:                   39,199,184
                         Against:                1,951,981
                         Abstain:                   51,008
                         Broker Non-Votes:       2,156,025

The advisory vote on the compensation of the Company's named executive officers as disclosed in the proxy statement received the following votes:



                         For:                   39,728,864
                         Against:                1,415,119
                         Abstain:                   58,190
                         Broker Non-Votes:       2,156,025


Item 9.01  Financial Statements and Exhibits.



(d)Exhibits

No.            Description
                 AtriCure, Inc. 2014 Stock Incentive Plan (Amended and Restated as of May 25,
10.1           2022)
               Cover Page Interactive Data File--the cover page XBRL tags are embedded within
104            the Inline XBRL document.

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