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 May 25, 2023, Soleno Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders. Of the 8,168,788 shares of common stock outstanding as of April 12, 2023, the record date, 6,095,961 shares of common stock were represented at the meeting in person or by proxy, constituting approximately 74.63% 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 II directors to serve until the 2026 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, 2023; |
| 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; |
| 5. | To approve the amended and restated 2014 Equity Incentive Plan; and |
| 6. | To approve the issuance of the shares upon the exercise of the warrants sold in the private placement on May 8, 2023. |
Proposal One – Election of Directors
The table below presents the voting results of the election of the two Class II directors to the Company’s Board of Directors by the Company’s stockholders:
| Nominee |
Votes For | Votes Withheld | Percent of Voted | Broker Non-Votes | ||||||||||||
| Ernest Mario |
3,950,528 | 195,740 | 64.8 | % | 1,949,693 | |||||||||||
| Birgitte Volck |
4,066,365 | 79,903 | 66.7 | % | 1,949,693 | |||||||||||
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, 2023 by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 5,977,682 | 113,718 | 4,561 | 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 | |||
| 4,019,358 | 111,424 | 15,486 | 1,949,693 |
Proposal Four – Approval of Frequency of Stockholder Votes on Named Executive Officer Compensation, on an Advisory Basis
The Company’s stockholders approved “every three years” 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 | ||||
| 2,234,536 | 18,934 | 1,865,518 | 27,280 | 1,949,693 |
Proposal Five – Approval of Amended and Restated 2014 Equity Incentive Plan
The Company’s stockholders approved the Company’s Amended and Restated 2014 Equity Incentive Plan, by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 3,874,198 | 254,424 | 17,646 | 1,949,693 |
The Company’s Board of Directors (the “Board”) has considered the outcome of this non-binding advisory vote and has accepted the stockholders’ non-binding advisory vote on the three-year frequency of say-on-pay votes. Accordingly, the Company will place a non-binding advisory vote on the Company’s executive compensation on the agenda for the 2026 annual stockholders meeting.
Proposal Six – Approval of Private Placement
The Company’s stockholders approved the issuance of the shares upon the exercise of the warrants sold in the private placement on May 8, 2023, by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 4,003,720 | 132,021 | 10,527 | 1,949,693 |
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: May 26, 2023 | ||||||
| By: | /s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||