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SLNO Soleno Therapeutics

Filed: 3 Jun 21, 4:05pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 1, 2021

 

 

SOLENO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-36593 77-0523891
(State or other jurisdiction
of incorporation)
 (Commission
File No.)
 (IRS Employer
Identification Number)

203 Redwood Shores Pkwy, Suite 500

Redwood City, CA 94065

(Address of principal executive offices)

(650) 213-8444

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
symbols

 

Name of each exchange
on which registered

Common Stock, $0.001 par value SLNO NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


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