Explanatory Note
This Current Report on Form 8-K/A (the “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Soleno Therapeutics, Inc. (the “Company”) on June 3, 2022 (the “Original Report”). The Original Report was filed with the Securities and Exchange Commission to report the results of the matters submitted to a vote by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders held on June 1, 2022 (the “2022 Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to how frequently the Company will conduct future stockholder advisory votes regarding named executive compensation.
Item 5.07 Submission of Matters to a Vote of Security Holders
As previously reported in the Original Report, in a non-binding advisory vote on the frequency of holding non-binding stockholder advisory votes on the compensation of the Company’s named executive officers held at the 2022 Annual Meeting, 32,219,472 shares voted for one year, 323,897 shares voted for two years, 38,076,196 shares voted for three years, 586,003 shares abstained and there were 18,186,935 broker non-votes.
The Company’s Board of Directors (the “Board”) has considered the outcome of this non-binding advisory vote, including the majority of the votes of the Company’s stockholders that were cast at the 2022 Annual Meeting in favor of holding an annual non-binding advisory vote on executive compensation, and has accepted the stockholders’ non-binding advisory vote on the one-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 2023 annual stockholders meeting.
However, approximately 45.6% of the votes cast on the “say on pay frequency” proposal voted in favor of holding the “say on pay” vote every three years and the Board expects to again place the frequency of such non-binding say-on-pay votes on the agenda for the 2023 Annual Meeting of Stockholders and recommend three year frequency. The Board considered the advantage of a longer term perspective that a triennial vote would bring, in light of the significant equity component of the Company’s compensation program with vesting over three or more years, the value of which is directly linked to share performance. In addition, a vote every three years provides a longer term compensation history and business performance track record against which to measure management’s strategic long-term business decisions and more frequent votes may focus undue attention on the particular year being reported as opposed to the longer term focus the Company is seeking to achieve through its compensation policies. The strong support for the Company’s compensation program evidenced by the stockholders’ 2022 non-binding advisory say on pay vote on compensation in which over 98% of the shares voting on the proposal approved the executive compensation reflected in the Company’s 2022 proxy statement.
