UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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ITEM 5.07 Results of Operations and Financial Conditions
On June 1, 2021, Soleno Therapeutics, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders. Of the 79,723,680 shares of common stock outstanding as of April 12, 2020, the record date, 62,855,042 shares of common stock were represented at the meeting in person or by proxy, constituting approximately 78.84% of the outstanding shares of common stock entitled to vote and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Meeting:
| 1. | To elect two Class I directors to serve until the 2024 Annual Meeting of stockholders or until their respective successors are duly elected and qualified; |
| 2. | To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; |
| 3. | To approve, on any advisory basis, the compensation of the Named Executive Officers of the Company; and |
| 4. | To approve, on any advisory basis, the frequency of stockholder votes on the compensation of the Named Executive Officers of the Company. |
Proposal One – Election of Directors
The table below presents the voting results of the election of the two Class I directors to the Company’s Board of Directors by the Company’s stockholders:
| Nominee |
Votes For | Votes Withheld | Percent of Voted | Broker Non- Votes |
||||||||||||
| Gwen Melincoff |
45,828,805 | 616,552 | 57.48 | % | 16,409,685 | |||||||||||
| Andrew Sinclair |
44,069,016 | 2,376,341 | 55.28 | % | 16,409,685 | |||||||||||
Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 62,445,244 |
314,682 | 95,116 | 0 |
Proposal Three – Approval of Named Executive Compensation, on an Advisory Basis
The Company’s stockholders approved the Named Executive Officer compensation by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 36,886,859 |
9,471,845 | 86,653 | 16,409,685 |
Proposal Four – Approval of Frequency of Stockholder Votes on Named Executive Officer Compensation, on an Advisory Basis
The Company’s stockholders approved “every year” for the frequency of stockholder votes on Named Executive Officer compensation by the following votes:
| Votes For Every 3 Years |
Votes for Every 2 Years |
Votes for Every 1 Years |
Abstentions |
Broker Non-Votes | ||||
| 22,807,101 |
164,959 | 23,303,391 | 169,906 | 16,409,685 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOLENO THERAPEUTICS, INC. | ||||||
| Date: June 3, 2021 | ||||||
| By: | /s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||