UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 5, 2025, Soleno Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. Of the 49,908,303 shares of common stock outstanding as of April 15, 2025, the record date, 47,273,966 shares of common stock were represented at the meeting in person or by proxy, constituting approximately 94.7% 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 two Class II directors to serve until the 2028 Annual Meeting of Stockholders or until his successor is duly elected and qualified; and |
| 2. | To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
Proposal One - Election of Directors
The table below presents the voting results of the election of the 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 | ||||
| Dr. Anish Bhatnagar |
42,591,113 | 3,565,411 | 92.3% | 1,117,442 | ||||
| William Harris |
32,331,183 | 13,825,341 | 70.0% | 1,117,442 |
Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 47,253,371 | 8,580 | 12,015 | 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 6, 2025 | ||||||
| By: | /s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||