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, 2023, the stockholders of the Company approved the AtriCure, Inc. 2023 Stock Incentive Plan (the "2023 Plan").

The purpose of the 2023 Plan is to provide a means through which the Company and its affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and its affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of the Company's common stock, thereby strengthening their commitment to the welfare of the Company and its affiliates and aligning their interests with those of the Company's stockholders. The 2023 Plan is an "omnibus" stock plan that provides for a variety of equity award vehicles to maintain flexibility. The 2023 Plan permits the grant of stock options, stock appreciation rights, restricted share awards, restricted share units and unrestricted share awards. The 2023 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 2023 Plan, except for certain adjustments resulting from stock splits and other specified events.

The foregoing summary of the 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Plan filed as Exhibit 10.1 to this report.

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

The stockholders of the Company voted on five items at the Annual Meeting of Stockholders held on May 25, 2023:

1.The election of eight directors to serve one-year terms expiring at the 2024 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, 2023;

3.The approval of the AtriCure, Inc. 2023 Stock Incentive Plan;

4.The approval of an amendment to the AtriCure, Inc. 2018 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance thereunder by 750,000; and

5.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       38,688,285    1,663,543    42,444         2,455,488
      Regina E. Groves        39,606,401     741,483     46,388         2,455,488
      B. Kristine Johnson     35,317,157    5,030,721    46,394         2,455,488
      Karen N. Prange         38,342,028    2,005,856    46,388         2,455,488
      Deborah H. Telman       38,676,842    1,674,148    43,282         2,455,488
      Sven A. Wehrwein        38,103,506    2,247,490    43,276         2,455,488
      Robert S. White         39,089,897    1,259,677    44,698         2,455,488
      Maggie Yuen             39,605,378     740,663     48,231         2,455,488

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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, 2023 received the following votes:



                         For:                   42,108,324
                         Against:                  711,131
                         Abstain:                   30,305
                         Broker Non-Votes:               0


The approval of the AtriCure, Inc. 2023 Stock Incentive Plan received the
following votes:

                         For:                   38,096,753
                         Against:                2,269,227
                         Abstain:                   28,292
                         Broker Non-Votes:       2,455,488

The approval of an amendment to the AtriCure, Inc. 2018 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance thereunder by 750,000 received the following votes:



                         For:                   40,320,811
                         Against:                   48,473
                         Abstain:                   24,988
                         Broker Non-Votes:       2,455,488

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



                         For:                   33,710,016
                         Against:                6,620,611
                         Abstain:                   63,645
                         Broker Non-Votes:       2,455,488


Item 9.01  Financial Statements and Exhibits.



(d)Exhibits

No.            Description
10.1             AtriCure, Inc. 2023 Stock Incentive Plan
                 AtriCure, Inc. 201    8 Employe    e Stock Purchase Plan (Amended and Restated
10.2           as of May 25, 2023)
               Cover Page Interactive Data File--the cover page XBRL tags are embedded within
104            the Inline XBRL document.

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