UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On June 1, 2022, Soleno Therapeutics, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. Of the 120,088,816 shares of common stock outstanding as of April 12, 2022, the record date, 89,392,503 shares of common stock were represented at the meeting in person or by proxy, constituting approximately 74.44% 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 III directors to serve until the 2025 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, 2022; |
| 3. | To approve, on any advisory basis, the compensation of the Named Executive Officers of the Company; |
| 4. | To approve, on any advisory basis, the frequency of stockholder votes on the compensation of the Named Executive Officers of the Company; and |
| 5. | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split of all outstanding shares of the Company’s common stock at a ratio of one-for-fifteen (1:15), to be effected at the sole discretion of the Company’s Board of Directors. |
Proposal One – Election of Directors
The table below presents the voting results of the election of the two Class III directors to the Company’s Board of Directors by the Company’s stockholders:
| Nominee |
Votes For | Votes Withheld | Percent of Voted | Broker Non-Votes | ||||
| Anish Bhatnagar |
70,263,050 | 942,518 | 78.6% | 18,186,935 | ||||
| William G. Harris |
70,435,873 | 769,695 | 78.8% | 18,186,935 |
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, 2022 by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 88,118,628 | 622,198 | 651,677 | 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 | |||
| 69,542,446 | 1,348,052 | 315,070 | 18,186,935 |
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 | ||||
| 32,219,472 | 323,897 | 38,076,196 | 586,003 | 18,186,935 |
Proposal Five – Approval of Amendment to Amended and Restated Certificate of Incorporation and Reverse Stock Split
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation and a one-for-fifteen reverse stock split, to be effected at the sole discretion of the Company’s Board of Directors, by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 84,709,004 | 4,556,805 | 126,964 | 0 |
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, 2022 | ||||||
| By: | /s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||