SOLENO THERAPEUTICS, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Named Executive Officer Compensation
On
Incentive Stock Option Award
Name and Principal Position (shares subject to award) (1)
Anish Bhatnagar
Chief Executive Officer 350,000
Kristen Yen
Vice President of Clinical Operations 10,000
Patricia Hirano
Vice President of Regulatory Affairs 35,000
(1) One forty-eighth (1/48) of the shares shall vest on the first month
anniversary of
of shares subject to the shares shall vest each month thereafter on the same
day of the month, such that all of the shares will have vested as of the
fourth anniversary of the Vesting Commencement Date, subject to the
executive's continued service on each such date.
ITEM 5.07 Results of Operations and Financial Conditions
OnMay 18, 2020 , the Company held its 2020 Annual Meeting of Stockholders. Of the 44,690,977 shares of common stock outstanding as ofApril 8, 2020 , the record date, 36,394,119 shares of common stock were represented at the meeting in person or by proxy, constituting approximately 81.44% 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 2023 Annual Meeting of
stockholders or until their respective successors are duly elected and
qualified;
2. To ratify the appointment of
registered public accounting firm for the fiscal year ending
2020;
3. To approve the Amendment to the Company's 2014 Equity Incentive Plan;
4. To approve, on any advisory basis, the compensation of the Named Executive
Officers of the Company; and
5. 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 II
directors to the Company's Board of Directors by the Company's stockholders:
Broker
Nominee Votes For Votes Withheld Percent of Voted Non-Votes
Ernest Mario 30,475,424 1,090,374 96.5 % 4,828,321
Birgitte Volck 31,515,181 50,617 99.8 %
4,828,321
Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 36,145,587 217,920 30,612
0
Proposal Three - Approval of Amendment to 2014 Equity Incentive Plan
The Company's stockholders approved the Amendment to the 2014 Equity Incentive Plan by the following votes:
Votes For Votes Against Abstentions Broker Non-Votes 28,810,088 2,720,246 35,464 4,828,321
Proposal Four - 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 31,475,014 54,744 36,040 4,828,321
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Proposal Five - 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
5,201,831 43,951 26,306,040 13,976 4,828,321
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