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 6, 2024, Soleno Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders. Of the 33,411,329 shares of common stock outstanding as of April 15, 2024, the record date, 29,312,453 shares of common stock were represented at the meeting in person or by proxy, constituting approximately 87.7% 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 Annual Meeting:
| 1. | To elect one Class I director to serve until the 2027 Annual Meeting of Stockholders or until his successor is 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, 2024; and |
| 3. | To approve the amended and restated 2014 Equity Incentive Plan. |
Proposal One – Election of Directors
The table below presents the voting results of the election of the Class I director to the Company’s Board of Directors by the Company’s stockholders:
| Nominee |
Votes For |
Votes Withheld |
Percent of Voted |
Broker Non-Votes | ||||
| Andrew Sinclair |
26,365,050 | 1,898,529 | 93.3% | 1,048,874 |
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, 2024 by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,161,052 | 135,205 | 16,194 | 0 |
Proposal Three – 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 | |||
| 19,406,447 | 8,853,933 | 3,199 | 1,048,874 |
ITEM 9.01 Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated 2014 Equity Incentive Plan (amended and restated as of June 6, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 6, 2024 | ||||||
| By: | /s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||